**RESTATED**




**ARTICLES
      OF INCORPORATION OF**




**MARWICH
      II, LTD**







The
      following sets forth the restated articles of incorporation for Marwich II,
      Ltd., (the “ **Corporation** ”)
      adopted by resolution of the board of directors pursuant to §7-110-107(1)
      without shareholder action. Shareholder action was not required inasmuch as
      no
      amendments to the articles of incorporation of the Corporation are included
      herein.




The
      Articles of Incorporation of the Corporation are hereby restated to read in
      their entirety as follows:




**ARTICLE
      I**





The
      name
      of this Corporation is Marwich II, Ltd.





**ARTICLE
      II**





The
      period of duration of the Corporation shall be perpetual.





**ARTICLE
      III**





The
      purposes for which the Corporation is organized are as follows:





(a)  To
      purchase, own, operate, manage, rent or lease, repair and refinance real
      property and to operate a brokerage operation in regard to real property.





(b)  To
      purchase or otherwise acquire, and to own, hold, manage, manufacture, develop
      and sell, lease, encumber or otherwise dispose of and deal in personal property
      of every kind and description, tangible or intangible, and obligations and
      securities of corporation or other entities whether in connection with or
      incident or related to the foregoing purposes or otherwise,





(c)  To
      purchase or otherwise acquire, and to own, hold, manage, develop and sell,
      lease, encumber other otherwise dispose of and deal in real property, whether
      improved or unimproved, and any interest therein, of every kind and description,
      whether in connection with or incident or related to the foregoing purposes
      or
      otherwise,





(d)  To
      invest, on behalf of itself or others, in any form, any part of its capital
      and
      such additional funds as it may obtain, in any association, organization,
      venture, or entity of any kind or character and otherwise acquire such interest
      therein as the Board of Directors may from time to time deem convenient or
      proper and actively engage in, promote, manage, and otherwise protect and
      develop any investments or interests so acquired, whether in connection with
      or
      incident or related to the foregoing purposes or otherwise,








(e)  To
      provide services and to act as agent, factor or employee for any entity or
      individual, whether in connection with or incident to the foregoing purposes
      or
      otherwise,





(f)  To
      engage
      in and conduct any business, make any investment, and do any act not forbidden
      by the Colorado Corporation Code, by any other law, or by these Articles of
      Incorporation,





(g)  To
      do
      everything necessary, proper, advisable, or convenient for the accomplishment
      for the purposes hereinabove set forth, and to do all other things incidental
      thereto or connected therewith which are not forbidden by the Colorado
      Corporation Code, by any other law, or by these Articles of Incorporation,
      and





(h)  To
      carry
      out the purposes hereinabove set forth in any political subdivision or
      dependency of the United States of America or any foreign country, to the extent
      that such purposes are not forbidden by the laws of such political subdivision
      of the United States of America or by such foreign country.





**ARTICLE
      IV**





In
      furtherance of the purposes set forth in Article III, the Corporation shall
      have
      and may exercise all of the rights, powers, and privileges now or hereafter
      conferred upon corporations organized under and pursuant to the laws of the
      State of Colorado, including, but not limited to, the power to enter into
      general and limited partnerships, syndicates, associations and other
      arrangements for carrying on one or more of the purposes set forth in Article
      III. In addition, the Corporation may do everything necessary, suitable or
      proper for the accomplishment of its corporate purposes.





**ARTICLE
      V**





(a)  Authorized
      Common Shares .
      The
      aggregate number of shares of Common Stock which the Corporation shall have
      authority to issue is One Hundred Million (100,000,000) shares, which shall
      have
      no par value.





(b)  Authorized
      Preferred Shares .
      The
      aggregate number of shares of Preferred Stock which the Corporation shall have
      authority to issue is One Million (1,000,000) shares, which shall have $.01
      par
      value, and the rights and preferences of such shares shall be fixed and
      determined by resolution of the Board of Directors.





(c)  Transfer
      Restrictions .
      The
      Corporation shall have the right to impose restrictions upon the transfer of
      any
      of its authorized shares or any interest therein. The Board of Directors is
      hereby authorized on behalf of the Corporation to exercise the Corporation’s
      right so to impose such restrictions, whether by provision in the By-Laws or
      otherwise.





(d)  Cumulative
      Voting .
      Cumulative voting of shares shall not be allowed in the election of
      directors.





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(e)  Denial
      of Pre-emptive Rights .
      No
      shareholder of the Corporation shall be entitled as of right to acquire
      additional unissued or treasury shares of the Corporation or securities
      convertible into shares or carrying stock purchase warrants or
      privileges.




**ARTICLE
      VI**




(a)  Initial
      Board of Directors .
      The
      initial Board of Directors of the Corporation shall consist of two (2) members,
      who need not be shareholders of the Corporation or residents of the State of
      Colorado. Should the number of stockholders increase to three or more, the
      number of directors on the Board of Directors shall be increased to a minimum
      of
      three (3).




(b)  Classes
      of Directors .
      The
      Bylaws of this Corporation may provide for a division of directors into classes
      as provided by law.





**ARTICLE
      VII**





Conflicts
      of Interest .
      No
      contract or other transaction between the Corporation and one or more of its
      directors or officers, or any other corporation, firm, association or entity
      in
      which one or more of its directors are directors or officers or are financially
      interested shall be either void or voidable solely because of such relationship
      or interest or solely because such directors are present at a meeting of the
      Board of Directors or a committee thereof which authorizes, approves or ratifies
      such contract or transaction or solely because their votes are counted for
      such
      purpose. Common or interested directors may be counted in determining the
      presence of a quorum at a meeting of the Board of Directors or a committee
      thereof which authorizes, approves or ratifies such contract or transaction.




**ARTICLE
      VIII**




Indemnification .
      Each
      director and each officer of the Corporation shall be indemnified by the
      Corporation as follows:




(a)  The
      Corporation shall indemnify any person who was or is a party, or is threatened
      to be made a party, to any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative (other
      than
      an action by or in the right of the corporation), by reason of the fact that
      he
      is or was a director or officer of the Corporation, or is or was serving at
      the
      request of the Corporation as a director or officer of another corporation,
      partnership, joint venture, trust or other enterprises, against expenses
      (including attorneys’ fees), judgments, fines and amounts paid in settlement,
      actually and reasonably incurred by him in connection with such action, suit
      or
      proceeding, if he acted in good faith and in a manner he reasonably believed
      to
      be in the best interest of the Corporation, and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit or proceeding by judgment, order,
      settlement, conviction or upon a plea of nolo contendere or its equivalent,
      shall not of itself create a presumption that the person did not act in good
      faith and in a manner he reasonably believed to be in the best interests of
      the
      Corporation and, with respect to any criminal action or proceeding, had
      reasonable cause to believe that his conduct was unlawful.




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(b)  The
      Corporation shall indemnify any person who was or is a party, or is threatened
      to be made a party, to any threatened, pending or completed action or suit
      by or
      in the right of the Corporation, to procure a judgment in its favor by reason
      of
      the fact that he is or was a director or officer of the Corporation, or is
      or
      was serving at the request of the Corporation as a director or officer of
      another corporation, partnership, joint venture, trust or other enterprise
      against expenses (including attorneys’ fees) actually and reasonably incurred by
      him in connection with the defense or settlement of such action or suit, if
      he
      acted in good faith and in a manner he reasonably believed to be in the best
      interests of the Corporation, except that no indemnification shall be made
      in
      respect of any claim, issue or matter as to which such person shall have been
      adjudged to be liable for negligence or misconduct in the performance of his
      duty to the corporation unless, and only to the extent that, the court in which
      such action or suit was brought shall determine upon application that, despite
      the adjudication of liability, but in view of all circumstances of the case,
      such person is fairly and reasonably entitled to indemnification for such
      expenses which such court deems proper.




(c)  To
      the
      extent that a director or officer of the Corporation has been successful on
      the
      merits or otherwise in defense of any action, suit or proceeding referred to
      in
      Sections (a) and (b) of this Article, or in defense of any claim, issue or
      matter therein, he shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection therewith.




(d)  Any
      indemnification under Sections (a) or (b) of this Article (unless ordered by
      a
      court) shall be made by the Corporation only as authorized in the specific
      case
      upon a determination that indemnification of the officer and director is proper
      in the circumstances because he has met the applicable standard of conduct
      set
      forth in Sections (a) or (b) of this Article. Such determination shall be
      made:




(i)  By
      the
      Board of Directors by a majority vote of a quorum consisting of directors who
      were not parties to such action, suit or proceeding; or




(ii)  If
      such a
      quorum is not obtainable or, even if obtainable, a quorum of disinterested
      directors so directs by independent legal counsel in a written opinion; or




(iii)  By
      the
      affirmative vote of the holders of a majority of the shares of stock entitled
      to
      vote and represented at a meeting called for such purpose.




(e)  Expenses
      (including attorneys’ fees) incurred in defending a civil or criminal action,
      suit or proceeding may be paid by the Corporation in advance of the final
      disposition of such action, suit or proceeding as authorized in Section (d)
      of
      this Article, upon receipt of an undertaking by or on behalf of the director
      of
      officer to repay such amount unless it shall ultimately be determined that
      he is
      entitled to be indemnified by the Corporation as authorized in this
      Article.




(f)  The
      Board
      of Directors may exercise the Corporation’s power to purchase and maintain
      insurance on behalf of any person who is or was a director or officer of the
      Corporation, or is or was serving at the request of the Corporation as a
      director or officer of another corporation, partnership, joint venture, trust
      or
      other enterprise, against any liability asserted against him in any such
      capacity, or arising out of his status as such, whether or not the Corporation
      would have the power to indemnify him against such liability under this
      Article.




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The
      indemnification provided by this Article shall not be deemed exclusive, and
      indemnification may be provided to any director, officer, employee or agent
      seeking and entitled to indemnification under these Articles of Incorporation,
      the By-Laws, agreements, vote of the shareholders or disinterested directors
      or
      otherwise, and any procedure provided for by any of the foregoing, both as
      to
      action in the person’s official capacity and as to action in another capacity
      while holding such office, and shall continue as to a person who has ceased
      to
      be a director, officer, employee, or agent and shall inure to the benefit of
      the
      heirs, executors and administrators of such a person.




**ARTICLE
      IX**




**(Intentionally
      Omitted)**




**ARTICLE
      X**




**(Intentionally
      Omitted)**




**ARTICLE
      XI**




Distributions
      in Partial Liquidation Out of Stated Capital .
      In
      addition to the other powers now or hereafter conferred upon the Board of
      Directors by Restated Articles of Incorporation, the Colorado Corporation Code
      or otherwise, and subject to the limitations contained in the Colorado
      Corporation Code, the Board of Directors may from time to time distribute to
      the
      shareholders in partial liquidation, out of stated capital, a portion of the
      Corporation’s assets in cash or property.




**ARTICLE
      XII**




Required
      Shareholders’ Vote .
      Meetings of shareholders may be held at such time and place as the By-Laws
      shall
      provide. One-third of the shares entitled to vote represented in person or
      by
      proxy shall constitute a quorum at any meeting of the shareholders.




When,
      with respect to any action to be taken by shareholders of the Corporation in
      which the Colorado Corporation Code requires the vote or concurrence of the
      holders of two-thirds of the outstanding shares of the shares entitled to vote
      thereon, such action may be taken by the vote or concurrence of the holders
      of a
      majority of the shares entitled to vote thereon.






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