Pursuant to the Colorado Business Corporation Act, C.R.S. sec 7-101-101
et seq., the undersigned corporation adopts the Amended and Restated Articles
of Incorporation, annexed hereto and incorporated by this reference ("Amended
and Restated Articles"). The Amended and Restated Articles amend the corporation's
articles of incorporation, as amended to-date. The Amended and Restated
Articles next restate the corporation's currently effective articles of
incorporation and all amendments to-date, including those amendments made
previously as well as those now made. These Amended and Restated Articles
supersede all prior articles of incorporation and all prior amendments.









My hand and seal this fourteenth day of February, 2002:

SUMmedia.com, Inc.
a Colorado corporation

By: /s/Eamon Egan
Print Eamon P.M. Egan
Title: President

Attest: /s/Lawton Bloom Secretary

The undersigned, constituting all members of the corporation's board
of directors, and acting pursuant to C.R.S. sec. 7-110-107(2), hereby amend
and restate the corporation's Articles of Incorporation, declaring these
Amended and Restated Articles of Incorporation effective as of the date
of filing with the Colorado Secretary of State. These Amended and Restated
Articles of Incorporation were adopted by the corporation's shareholders,
the votes cast approving adoption by each voting group entitled to vote
separately on the question sufficient for approval by each such voting
group.

The name of the Corporation is SUMmedia.com, Inc.

The Corporation shall have and may exercise all of the rights, powers
and privileges now or hereafter conferred upon corporations organized under
the laws of the State of Colorado, and shall have and may exercise all
powers necessary or convenient to effect any of the purposes for which
the Corporation has been organized.

3.1 Aggregate Shares, Classes and Series. The aggregate number
of shares of capital stock which the Corporation shall have the authority
to issue is five hundred million (500,000,000) shares of stock designated
"Common Stock", par value $0.01, and one-million (1,000,000) shares of
stock designated "Preferred Stock", par value $0.01. All shares of any
one series shall be alike in every particular. In establishing a series,
the Board of Directors shall give to it a distinctive designation so as
to distinguish it from the shares of all other series and classes, shall
fix the number of shares in such series, and as to Preferred Stock, fix
the preferences, rights and restrictions thereof. Shares of Common Stock
shall, in any case, have unlimited voting rights and unfettered rights
to receive the net assets of the Corporation upon dissolution, regardless
of series designations, which rights may nonetheless be shared with other
classes of stock. All series of Preferred Stock shall be alike except that
there may be variations, as determined by the Board of Directors, as to:
(1), right of dividend; (2), terms, conditions, and price of redemption;
(3), amounts payable upon either voluntary and/or involuntary liquidation;
(4), sinking fund provisions, if any, for the call or redemption of the
shares; (5), terms and conditions of conversion, if any; and (6), voting
rights consistent with Colorado law. Before issuing any shares of a class
or series, the preferences, limitations and relative rights of which are
determined by the Board of Directors, the Corporation shall deliver to
the Colorado Secretary of State appropriate Articles of Amendment, as required
by law.

3.2 Consideration for Shares. Each share of stock, when issued,
shall be fully paid and nonassessable. The shares of the Corporation shall
be issued for such consideration expressed in dollars as shall be fixed
from time to time by the Board of Directors of the Corporation. The consideration
for the issuance of shares may be paid, in whole or in part, in money,
in other property, tangible or intangible, or in labor or services actually
performed for the Corporation. The promise of future services shall not
constitute payment or part payment for shares of the Corporation, and neither
the promissory note of a subscriber or direct purchaser of shares from
the Corporation, nor the unsecured or nonnegotiable promissory note of
any other person shall constitute payment or part payment for shares of
the Corporation. The judgment of the Board of Directors as to the value
of any property or services received shall, in the absence of fraud or
bad faith, be conclusive upon all persons.

Each shareholder of record shall have one vote for each share of stock
standing in his or her name on the books of the Corporation and entitled
to vote, except in the election of directors he or she shall have the right
to vote such number of shares for as many persons as there are directors
to be elected. Cumulative voting shall not be allowed in the election of
directors or for any other purpose.

No holder of shares of the Corporation of any class shall have any preemptive
or preferential right in or preemptive or preferential right to subscribe
to or for or acquire any new or additional shares, or any subsequent issue
of shares, or any unissued or treasury shares of the Corporation, whether
now or hereafter authorized, or any securities convertible into or carrying
a right to subscribe to or for or acquire any such shares, whether now
or hereafter authorized.

6.1 Bylaws. The initial bylaws shall be adopted by the Board
of Directors. The Board of directors may amend or repeal the bylaws unless
the shareholders, in amending or repealing a particular bylaw, provide
expressly that the directors may not amend or repeal such bylaw. The shareholders
may amend or repeal the bylaws even though the bylaws may also be amended
or repealed by the Board of Directors. The bylaws may contain any provisions
for the regulation and management of the affairs of the Corporation not
inconsistent with law or these articles of incorporation.

6.2 Quorum of Shareholders and Vote Required. At all meetings
of the shareholders, a majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum, unless the quorum required
for the meeting has been fixed by order of a court pursuant to C.R.S. 7-107-103,
and at any meeting at which a quorum is present the affirmative vote of
a majority of the shares represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders, unless the
vote of a greater proportion or number is required by the Colorado Business
Corporation Act.

6.3 Registered Holder of Shares. The Corporation shall be entitled
to treat the record holder of any shares of the Corporation as the owner
thereof for all purposes, including all rights deriving from the shares.
The Corporation shall not be bound to recognize any equitable or other
claim to or interest in the shares or rights deriving from the shares on
the part of any other person, including, without limitation, a purchaser,
assignee or transferee of such shares or rights deriving from the shares,
unless and until the purchaser, assignee, transferee or other person becomes
the record holder of the shares, whether or not the Corporation shall have
either actual or constructive notice of the interest. Until the purchaser,
assignee or transferee of any of the shares of the Corporation has become
the record holder of the shares, he or she shall not be entitled to receive
notice of meetings, examine lists of the shareholders, receive dividends
or other sums payable to shareholders, or own, enjoy and exercise any other
property or rights deriving from the shares of the Corporation.

6.4 Indemnification. The Corporation shall, to the fullest extent
permitted by the laws of the State of Colorado, indemnify any person who
was or is a party or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, and whether formal or informal, by reason
of the fact that he or she is or was a director, officer, fiduciary or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise
or employee benefit plan. The right of indemnification shall inure to the
benefit of the heirs, executors, administrators and personal representatives
of such person. The Corporation shall have the right, in its sole discretion,
to indemnify any other person to the fullest extent allowed by the laws
of the State of Colorado, except as may be limited by the bylaws from time
to time in effect.

6.5 Insurance. The Corporation shall have the power, consistent
with Colorado law, to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Corporation,
or who is or was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would
have authority to indemnify him or her against the liability under the
provisions of these articles, or under law.

7.1 Initial Registered Office and Agent. The address of
the registered office of the Corporation is: c/o Richard Byron Peddie,
P.C., 2503 Walnut Street - Third Floor, Boulder, Colorado, 80302. The name
of the initial registered agent at that address is Richard Byron Peddie.



8.1 Number; Increase and Decrease. The number of directors may
be increased or decreased by the adoption of, the amendment to, or in the
manner provided in, the bylaws, but no decrease shall have the effect of
shortening the term of any incumbent director. In the absence of any provision
in the bylaws fixing the number of directors, the number shall be the same
as provided in these articles of incorporation. The number of directors
shall be one; in no case shall the number of directors exceed nine. Directors
shall serve for the term for which they are elected and thereafter until
successors are elected and qualified.

8.2 Limitation of Personal Liability of Directors. To the extent
permitted by sec. 7-108-402 of the Colorado Business Corporation Act, as
the same may be amended and supplemented, no director of the Corporation
shall be personally liable to the Corporation or to its shareholders for
monetary damages for breach of fiduciary duty as a director; except that
the foregoing shall not eliminate or limit the liability of a director
to the Corporation or to its shareholders for monetary damages: (i) for
any breach of the director's duty of loyalty to the Corporation or to its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for acts specified
in sec. 7-108-403 of the Colorado Business Corporation Act; or (iv) for
any transaction from which the director derived an improper personal benefit.

These Amended and Restated Articles of Incorporation are effective as
of their filing with the Secretary of State of the State of Colorado.

Our hands and seals this fourteenth day of February, 2002:

/s/Eamon Egan
President

/s/Eamon Egan
Chair, Board of Directors

Attest: /s/Lawton Bloom
              
Secretary