**Exhibit 3.10**

 
| **FILED  IN THE OFFICE OF THE  SECRETARY OF STATE OF THE  STATE OF NEVADA  FEB 19 1997  No. C3319-97  Dean Heller,  Secretary of State** | **ARTICLES OF INCORPORATION**

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**OF**

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**R. BLACK, INC.** | ** ** |
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The undersigned, being theoriginal incorporator herein named, for the purpose of forming a corporationunder the general corporation laws of the State of Nevada to do business withinand without the State of Nevada, does make and file these Articles ofIncorporation hereby declaring and certifying that the facts herein stated aretrue:

 

# **ARTICLE INAME**

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The name of the corporationis:

 

R. BLACK, INC.

 

# **ARTICLE IIRESIDENT AGENT AND REGISTERED OFFICE**

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## **Section 2.01.        Resident Agent**. The name and address of the resident agent forservice of process is KEEFER, O’REILLY, FERRARIO & LUBBERS, 325 SouthMaryland Parkway, Suite One, Las Vegas, NV 89101.

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## **Section 2.02.        Other Offices**. The corporation may also maintain officesfor the transaction of any business at such other places within or without theState of Nevada as it may from time to time determine. Corporate business ofevery kind and nature may be conducted, and meetings of directors andstockholders may be held outside the State of Nevada with the same effect as ifin the State of Nevada.

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# **ARTICLE IIISHARES OF STOCK**

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The amount of the totalauthorized capital stock of this corporation is twenty-five thousand (25,000)shares of no-par value Common Stock. The Common Stock may be issued from timeto time without action by the stockholders. The Common Stock may be issued forsuch consideration as may be fixed from time to time by the Board of Directors.

 

The Board of Directors mayissue such shares of Common Stock in one or more series, at such price and insuch number of each series, with such voting powers, designations, preferencesand rights of qualifications, limitations, or restrictions thereof as shall bestated in the resolution or resolutions adopted by them.

 

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# **ARTICLE IVDIRECTORS**

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## **Section 4.01.        Governing Board**. The members of the governing board of thecorporation shall be styled as directors.

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## **Section 4.02.        Initial Board of Directors**. The initial Board of Directors shallconsist of not less than one (1) nor more than five (5) members as set forth inthe Bylaws. The names and addresses of the initial members of the Board ofDirectors are as follows:

 
| **Name**             | ** ** | **Address**                                                  | ** ** |
|----------------------|------------|--------------------------------------------------------------|------------|
|                 |       |                                                         |       |
| Robert R. Black, Sr. |       | 911 North Buffalo Drive,  Suite 201  Las Vegas, Nevada 89128 |       |

 

These individuals shallserve as Directors until the first annual meeting of the stockholders or untiltheir successors shall have been elected and qualified.

 

## **Section 4.03.        Change in Number of Directors**. The number of specific or total directorsmay be increased or decreased by a duly adopted amendment to the Bylaws of thecorporation.

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# **ARTICLE VINCORPORATOR**

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The name and address of theincorporator is:

 
| Preston B. Howard, Esq. |   | 325 South Maryland Parkway  Las Vegas, Nevada 89101 |
|-------------------------|--------|-----------------------------------------------------|

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# **ARTICLE VIDIRECTORS’ AND OFFICERS’ LIABILITY**

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A director or officer of thecorporation shall not be personally liable to this corporation or itsstockholders for damages for breach of fiduciary duty as a director or officer,but this Article VI shall not eliminate or limit the liability of a director orofficer for (i) acts or omissions which involve intentional misconduct, fraud,or a knowing violation of law or (ii) the payment of distributions in violationof NRS 78.300. Any repeal or modification of this Article by the stockholdersof the corporation shall be prospective only and shall not adversely affect anylimitation on the personal liability of a director or officer of thecorporation for acts or omissions prior to such repeal or modification.

 

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# **ARTICLE VIIINDEMNITY**

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Every person who was or is aparty to, or is threatened to be made a party to, or is involved in any action,suit, or proceeding, whether civil, criminal, administrative, or investigativeby reason of the fact that he, or a person of whom he is the legalrepresentative, is or was a director or officer of the corporation or is or wasserving at the request of the corporation or as its representative in apartnership, joint venture, trust or other enterprise, shall be indemnified andheld harmless to the fullest extent legally permissible under the laws of theState of Nevada from time to time against all expenses, liability, and loss(including attorneys’ fees, judgments, fines, and amounts paid or to be paid insettlement) reasonably incurred or suffered by him in connection therewith.Such right of indemnification shall be a contract right which may be enforcedin any manner desired by such person. The expenses of officers and directorsincurred in defending a civil or criminal action, suit, or proceeding must bepaid by the corporation as they are incurred and in advance of the finaldisposition of the action, suit, or proceeding upon receipt of an undertakingby or on behalf of the director or officer to repay the amount if it isultimately determined by a court of competent jurisdiction that he is notentitled to be indemnified by the corporation. Such right of indemnificationshall not be exclusive of any other right which such directors, officers, or representativesmay have or hereafter acquire, and, without limiting the generality of suchstatement, they shall be entitled to their respective rights of indemnificationunder any Bylaw, agreement, vote of stockholders, provision of law, orotherwise, as well as their rights under this Article.

 

# **ARTICLE VIIIAMENDMENTS**

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This corporation reservesthe right to amend, alter, change, or repeal any provision contained in theseArticles of Incorporation or its Bylaws in the manner now or hereafterprescribed by statute or by these Articles of Incorporation or said Bylaws, andall rights conferred upon the stockholders are granted subject to thisreservation.

 

# **ARTICLE IXPOWERS OF DIRECTORS**

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In furtherance, and not inlimitation of the powers conferred by statute, the Board of Directors isexpressly authorized:

 

(1)           Subject to the Bylaws, if any, adopted by thestockholders, to make, alter, or repeal the Bylaws of the corporation;

 

(2)           To authorize and cause to be executed mortgages and liens,with or without limit as to amount, upon the real and personal property of thecorporation;

 

(3)           To authorize the guaranty by the corporation ofsecurities, evidences of indebtedness, and obligations of other persons,corporations, and business entities;

 

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(4)           To set apart out of any of the funds of the corporationavailable for dividends a reserve or reserves for any proper purpose and toabolish any such reserve; and

 

(5)           By resolution adopted by a majority of the whole Board, todesignate one or more committees, each committee to consist of one or more ofthe directors of the corporation, which, to the extent provided in theresolution or in the Bylaws of the corporation, shall have and may exercise thepowers of the Board of Directors in the management of the business and affairsof the corporation and may authorize the seal of the corporation to be affixedto all papers which may require it. Such committee or committees shall havesuch name or names as may be stated in the Bylaws of the corporation or as maybe determined from time to time by resolution adopted by the Board of Directors.

 

All corporate powers of thecorporation shall be exercised by the Board of Directors except as otherwiseprovided herein or by law.

 

**IN WITNESS WHEREOF**, I have hereunto set my hand this 19th dayof February 1997 hereby declaring and certifying that the facts statedhereinabove are true.

 
|   | /s/ Preston B. Howard                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------|
|   | Preston B. Howard, Esq.  KEEFER, OREILLY, FERRARIO & LUBBERS  325 South Maryland Parkway  Las Vegas, Nevada 89101 |

 

 

**ACKNOWLEDGMENT**

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| STATE OF NEVADA  COUNTY OF CLARK | }ss. |
|----------------------------------|------|

 

On this 19th day of February,1997, personally appeared before me, a Notary Public, Preston B. Howard, Esq.,who acknowledged to me that he executed the foregoing instrument.

 
|   | /s/ Tina M. Walls                                |
|--------|--------------------------------------------------|
|   | NOTARY PUBLIC in and for  said  County and State |

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[SEAL]

 

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**CERTIFICATE OF ACCEPTANCEOF APPOINTMENT BY RESIDENT AGENT**

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In the matter of R. BLACK,INC., the firm of KEEFER O’REILLY, FERRARIO & LUBBERS, with an address at325 South Maryland Parkway, Las Vegas, County of Clark, State of Nevada 89101,hereby accepts the appointment as Resident Agent of the above-entitledcorporation in accordance with NRS 78.090.

 

The mailing address for theabove registered office is 325 South Maryland Parkway, Suite One, Las Vegas, NV89101, County of Clark.

 

**IN WITNESS WHEREOF**, we hereunto set our hand this 19th day ofFebruary 1997.

 
|   |   | KEEFER O’REILLY, FERRARIO  &  LUBBERS |
|--------|--------|------------------------------------------------|
|   |   |                                           |
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|   | By:    | /s/ Preston B. Howard                          |
|   |   | Preston B. Howard, Esq.                        |

 

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