Pursuant to § 7-102-107, Colorado Revised Statutes (C.R.S.), the individual named below causes these Restated Articles of Incorporation to be delivered to the Colorado Secretary of State for filing, and states as follows:



ARTICLE I



The name of the corporation shall be: Signature Leisure, Inc.



ARTICLE II



The nature of the business and the objects and purposes to be transacted, promoted and carried on are to do any or all of the things  herein  mentioned as fully and to the same  extent as natural  persons  might or could do, and in any part of the world, viz:





|(a)     To transact all lawful business  for which corporations may be incorporated
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|pursuant to the Colorado Corporation Code.                                         





|(b)     To  manufacture,  purchase  or otherwise  acquire and to hold, own, mortgage    
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|or otherwise lien, pledge,  lease,  sell,  assign,  exchange, transfer or in any manner 
|dispose of, and to invest,  deal and trade in and with goods, wares, merchandise and    
|personal property of any and every class and description, within or without the State of
|Colorado.                                                                               





|(c)     To  acquire the goodwill, rights and property and to undertake the whole or            
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|any part of the assets and  liabilities  of any person,  firm, association or  corporation;  to
|pay for the same in cash, the stock of the corporation,  bonds or otherwise;  to hold or in    
|any manner  dispose of the whole or any part of the  property so  purchased;  to conduct       
|in any lawful manner the whole or any part of any  business so  acquired  and to exercise      
|all the  powers  necessary  or  convenient  in and  about the  conduct  and management of      
|such business.                                                                                 





|(d)     To  guarantee, purchase  or  otherwise  acquire,  hold,  sell, assign,  transfer, 
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|mortgage,  pledge or otherwise dispose of shares of the capital stock, bonds or other     
|evidences of indebtedness created by other corporations and, while the holder of such     
|stock, to exercise all the rights and privileges of ownership, including the right to vote
|thereon, to the same extent as natural persons might or could do.                         





|(e)     To  purchase or  otherwise acquire, apply for, register, hold, use, sell or in    
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|any manner dispose of and to grant licenses or other rights in  and  in  any  manner  deal



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|with  patents,  inventions,   improvements, processes,  formulas,  trademarks, trade
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|names, rights and licenses secured under letters patent, copyright or otherwise.    





|(f)     To  enter into, make  and perform  contracts of every kind for any lawful             
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|purpose,  with any person,  firm,  association or  corporation, town, city, county, body      
|politic, state, territory,  government,  colony or dependency thereof.                        
|                                                                                              
|(g)     To borrow money for any of the purposes of the corporation and to draw,               
|make, accept, endorse,  discount,  execute, issue, sell, pledge or otherwise dispose of       
|promissory notes, drafts, bills of exchange, warrants, bonds,  debentures and other           
|negotiable or non-negotiable,  transferable or nontransferable  instruments and evidences     
|of  indebtedness,  and to secure the  payment  thereof  and the  interest  thereon  by        
|mortgage  or pledge, conveyance  or assignment in trust of the whole or any part of the       
|property of the corporation at the time owned or thereafter acquired.                         
|                                                                                              
|(h)     To  lend  money  to, or  guarantee the  obligations of, or  to otherwise  assist      
|the  directors  of  the  corporation  or  of  any  other corporation  the  majority of whose  
|voting  capital  stock is owned by the corporation,  upon  the  affirmative  vote of at  least
|a  majority  of the outstanding shares entitled to vote for directors.                        
|                                                                                              
|(i)     To purchase,  take, own, hold, deal in,  mortgage or otherwise pledge, and to         
|lease,  sell,  exchange,  convey,  transfer or in any manner whatever dispose of real         
|property, within or without the State of Colorado.                                            





|(j)     To purchase, hold, sell and transfer the shares of its capital stock.            
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|                                                                                         
|(k)     To  have  one or  more offices  and  to  conduct  any  and all operations  and   
|business and to promote its objects,  within or without the State of Colorado, without   
|restrictions as to place or amount.                                                      
|                                                                                         
|(l)     To do any or all of the things herein  set forth as principal, agent, contractor,
|trustee, partner or otherwise, alone or in company with others.                          
|                                                                                         
|(m)     The  objects and  purposes specified herein  shall be regarded as independent    
|objects and purposes and, except where otherwise  expressed, shall be in no way limited  
|or restricted by reference to or inference  from the  terms  of  any  other  clauses  or 
|paragraph  of  these  Articles  of Incorporation.                                        
|                                                                                         
|(n)     The  foregoing shall be constructed both as objects and powers and the           
|enumeration  thereof shall not be held to limit or restrict in any manner the general    
|powers  conferred on this corporation by the laws of the State of Colorado.              



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ARTICLE III



The total number  of shares of all  classes  of  capital  stock  which the corporation shall have  authority to issue is  60,000,000  of which  10,000,000 shall be shares of preferred  stock,  $.001 par value per share,  and 50,000,000 shall  be  shares  of  common stock,  $.0001  par  value  per  share,  and  the designations, preferences, limitations and relative rights of the shares of each class shall be as follows:





|(a)     Shares  of  Preferred  Stock.   The corporation may divide and issue the           
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|shares of preferred stock in series. Shares of preferred stock of each series, when issued,
|shall be designated to distinguish them from the shares of all other  series.  The Board of
|Directors is hereby vested with authority to divide the class of shares of preferred  stock
|into series and to fix and determine the relative  rights and  preferences of the shares of
|any such  series  so  established  to the full  extent  permitted  by these Articles of    
|Incorporation  and the Colorado Corporation Code in respect of the following:              





|(i)       The number of shares to constitute such series, and the distinctive                 
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|designations thereof;                                                                         
|                                                                                              
|(ii)      The  rate and preference of dividends, if any, the time of payment of               
|dividends, whether dividends are cumulative and the date from which any dividends shall       
|accrue;                                                                                       
|                                                                                              
|(iii)     Whether  shares  may   be  redeemed  and,  if  so,  the redemption price            
|and the terms and conditions of redemption;                                                   
|                                                                                              
|(iv)      The amount payable upon  shares in event of involuntary liquidation;                
|                                                                                              
|(v)       The  amount payable upon shares in  event  of voluntary liquidation;                
|                                                                                              
|(vi)      Sinking  fund  or  other  provisions, if  any, for  the redemption or               
|purchase of shares;                                                                           
|                                                                                              
|(vii)     The terms and  conditions  upon  which  shares  may  be converted,  if              
|the shares of any series are issued with the  privilege of conversion;                        
|                                                                                              
|(viii)    Voting powers, if any; and                                                          
|                                                                                              
|(ix)      Any  other relative rights and preferences of shares of such series,                
|including,  without limitation, any restriction on an increase in the  number of  shares  of  
|any  series  theretofore  authorized  and any limitation or restriction of rights or powers to
|which shares of any future series shall be subject.                                           





|(b)     Shares  of  Common Stock.   The rights of holders of shares of  common                 
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|stock to receive dividends or share in the distribution of assets in the event of  liquidation,
|dissolution or winding up of the affairs of the corporation  shall be subject to the           



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preferences,  limitations and relative rights  of the  shares  of  preferred  stock  fixed  in the  resolution  or resolutions  which  may be  adopted  from  time  to time  by the  Board of Directors  of the  corporation  providing  for the  issuance of one or more series of shares of preferred stock.

The capital stock, after the subscription price has been paid in, shall not be subject to assessment to pay the debts of the  corporation.  Any stock of the corporation may be issued for money,  property,  services rendered,  labor done, cash advances for the corporation or for any other assets of value in accordance with the action of the Board of Directors,  whose  judgment as to value received in return  therefor  shall be  conclusive and said stock when  issued  shall be fully-paid and non-assessable.



ARTICLE IV



The corporation shall have perpetual existence.



ARTICLE V



The  governing  board of this  corporation  shall be known as the  Board of Directors, and the number of  directors  may from time to time be  increased or decreased in such manner as shall be provided by the Bylaws of this corporation, provided that the number of directors shall not be reduced to less than one.



The name and post office address of the incorporator is as follows:





|James J. DeLutes                   1127 Sumac Street
|----------------------------------------------------
|Longmont, Colorado 80501                            



The name and post office  address of the directors  comprising the original Board of Directors of the corporation are as follows:





|James J. DeLutes                   1127 Sumac Street
|----------------------------------------------------
|Longmont, Colorado 80501                            



In  furtherance  and not in limitation of the powers  conferred by statute, the Board of Directors is expressly authorized:





|(a)     To  manage and  govern  the  corporation  by majority  vote of  members  
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|present at any regular or special  meeting at which a quorum shall be present.   
|                                                                                 
|(b)     To make, alter, or amend the Bylaws of the corporation  at any regular or
|special meeting.                                                                 
|                                                                                 
|(c)     To  fix the amount to  be reserved as working capital over and above its 
|capital stock paid in.                                                           



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|(d)     To authorize and cause to be executed mortgages and liens upon the real and        
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|personal property of this corporation.                                                     
|                                                                                           
|(e)     To designate one or more committees, each committee to consist of two or           
|more of the directors of the  corporation,  which,  to the extent provided by resolution or
|in the Bylaws of the corporation,  shall have and may exercise the powers of the Board of  
|Directors in the  management of the business and affairs of the  corporation.  Such        
|committees  shall have such name or names as may be stated in the Bylaws of the            
|corporation  or as may be  determined  from  time to time by  resolution  adopted  by the  
|Board of Directors.                                                                        



The Board of  Directors  shall have  power and  authority  to sell,  lease, exchange or otherwise  dispose of all or  substantially  all of the property and assets of the corporation,  if in the usual and regular course of its business, upon such terms and conditions as the Board of Directors may determine  without vote or consent of its shareholders.

The Board of  Directors  shall have  power and  authority  to sell,  lease, exchange or otherwise dispose of all or substantially all the property or assets of the  corporation, including  its  goodwill,  if not in the usual and regular course of its business, upon such terms and conditions as the Board of Directors may  determine,  provided  that such sale shall be authorized or ratified by the affirmative  vote of the  shareholders  of at  least a majority  of the  shares entitled to vote thereon at a shareholders  meeting called for that purpose,  or when  authorized or ratified by the written  consent of all the  shareholders of the shares entitled to vote thereon.

The Board of  Directors  shall  have the power  and  authority  to merge or consolidate the  corporation  upon such  terms and  conditions  as the Board of Directors may authorize,  provided that such merger or consolidation is approved or ratified by the shares  entitled to vote  thereon at a  shareholders  meeting called for that purpose,  or when  authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.

The  corporation  shall  be  dissolved  upon  the  affirmative  vote of the shareholders of at least a majority of the shares entitled to vote thereon at a meeting called for that purpose,  or when  authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.

The corporation  shall revoke  voluntary  dissolution  proceedings upon the affirmative vote of the  shareholders  of at  least a  majority  of the  shares entitled to vote at a meeting  called for that  purpose,  or when  authorized or ratified by the written  consent of all the  shareholders of the shares entitled to vote.



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ARTICLE VI



The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation, and the same are in furtherance of and not in limitation of the powers conferred by law.

No contract or other transactions of the corporation with any other person, firm or corporation,  or in which  this  corporation  is  interested,  shall be affected or invalidated by (a) the fact that any one or more of the directors or officers of this  corporation  is interested  in or is a director or officer of such other firm or corporation;  or (b) the fact that any director or officer of this corporation,  individually or jointly with others, may be a party to or may be interested in any such  contract or  transaction,  so long as the contract or transaction  is  authorized,  approved  or ratified at a meeting of the Board of Directors by sufficient  vote thereon by directors not  interested  therein,  to which such fact or relationship  or interest has been  disclosed,  or so long as the contract or transaction  is fair and  reasonable to the  corporation.  Each person  who may  become a director  or  officer  of the  corporation  is hereby relieved  from  any  liability  that  might otherwise  arise by  reason  of his contracting  with the  corporation  for the  benefit  of himself or any firm or corporation in which he may be in any way interested.

The officers, directors and other members of management of this corporation shall be subject to the doctrine of corporate  opportunities  only insofar as it applies to business opportunities  in which this  corporation  has expressed an interest as determined from time to time by the corporation's Board of Directors as evidenced by resolutions appearing in the corporation's  minutes.  When such areas of interest are delineated,  all such business  opportunities  within such areas of interest  which come to the  attention of the  officers,  directors and other members of management of this corporation  shall be disclosed  promptly to this corporation and made available to it. The Board of Directors may reject any business  opportunity  presented to it and thereafter  any officer,  director or other member of  management  may avail himself of such  opportunity.  Until such time as this corporation, through its Board of Directors, has designated an area of interest, the  officers,  directors  and other members of management of this corporation  shall be free to engage in such areas of  interest on their own and the  provisions  hereof shall not limit the rights of any  officer,  director or other member of management of this corporation to continue a business  existing prior to the time that such area of interest is designated by this  corporation. This provision shall not be construed to release any employee of the corporation (other than an officer,  director or member of management) from any duties which he may have to the corporation.



ARTICLE VII



Each director and 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          
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|threatened to be made a party,  to any threatened,  pending or completed   action,   suit  or



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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, officer,  employee or agent of the corporation,  or is otherwise 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 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,  or not  opposed  to,  the best interests 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  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, or not opposed to, the best interests of the corporation and, with respect to any criminal action or  proceeding,  had  reasonable  cause to  believe  the  action was unlawful.





|(b)     The  corporation shall  indemnify any  person who was or  is a party, or is          
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|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, officer, employee or agent of the corporation,  or 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  expenses
|(including  attorney's  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, or not opposed to, 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, officer, employee or agent of the  corporation        
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|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  Section (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,   director  and  employee  or    
|agent  is  proper  in  the circumstances,  because he has met the  applicable  standard of     
|conduct set forth in Section (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  quorum  is   



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|not  obtainable  or,  even  if obtainable,  a quorum of disinterested directors so directs, by
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|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 understanding by or on behalf of the director,  officer,  employee or      
|agent 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,  officer,  employee    
|or  agent of the  corporation,  or 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 and incurred by 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.       





|(g)     The  indemnification  provided by  this Article  shall not  be deemed                
|---------------------------------------------------------------------------------------------
|exclusive of any other rights to which those seeking indemnification may  be  entitled       
|under  these  Articles  of  Incorporation,  the  Bylaws, agreements,  vote  of  the          
|shareholders  or  disinterested  directors,  or otherwise,  both as to action in his 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 and  personal  representatives  of such a person.   



ARTICLE VIII



The initial  registered and principal office of said  corporation  shall be located  at 1127  Sumac  Street,  Longmont,  Colorado  80501,  and  the  initial registered agent of the corporation at such address shall be James J. DeLutes.

Part or all of the  business of said  corporation  may be carried on in the County of Boulder,  or any other  place in the State of  Colorado or beyond the limits of the State of Colorado,  in other states or  territories  of the United States and in foreign countries.



ARTICLE IX



Whenever a compromise or arrangement is proposed by the corporation between it and its creditors or any class of them,  and/or between said  corporation and its shareholders or any class of them, any court of equitable  jurisdiction may, on the application in a summary way by said corporation, or by a majority of its stock, or on the application of trustees in dissolution,  order a meeting of the creditors  or  class  of creditors  and/or  of the  shareholders  or  class  of shareholders  of said  corporation,  as



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the case may be, to be  notified in such manner as the said court decides. If a majority in number, representing at least three-fourths  in amount of the  creditors  or class of creditors,  and/or  the holders of a majority of the stock or class of stock of said corporation, as the case may be, agree to any compromise or arrangement and/or to any reorganization of said  corporation,  as a consequence of such compromise or arrangement,  the said  compromise  or  arrangement  and/or  the  said  reorganization shall,  if sanctioned by the court to which the said  application has been made, be binding upon all the creditors or class of creditors,  and/or on all the shareholders or class of shareholders of said corporation,  as the case may be, and also on said corporation.



ARTICLE X



No shareholder in the corporation shall have the preemptive right to subscribe to any or all  additional  issues of stock and/or other  securities of any or all classes of this corporation or securities  convertible into stock or carrying stock purchase warrants, options or privileges.



ARTICLE XI



Meetings of shareholders may be held at any time and place as the Bylaws shall provide.  At all meetings of the shareholders, a majority of all shares entitled to vote shall constitute a quorum.



ARTICLE XII



Cumulative voting shall not be allowed.



ARTICLE XIII



These Articles of  Incorporation  may be amended by resolution of the Board of Directors if no shares have been issued,  and if shares have been issued,  by affirmative vote of the  shareholders  of at  least a  majority  of the  shares entitled  to vote  thereon at a  meeting  called  for that  purpose,  or,  when authorized,  when such  action is ratified  by the  written  consent of all the shareholders of the shares entitled to vote thereon.



ARTICLE XIV



Except as provided in this Article  XIV,  whenever  the  shareholders  must approve or authorize any matter,  whether now or hereafter  required by the laws of the State of Colorado,  the  affirmative  vote of a  majority  of the shares entitled to vote  thereon shall be  necessary to  constitute  such  approval or authorization.



ARTICLE XV

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No  director  shall  be  personally   liable  to  the  corporation  or  any shareholder  for monetary  damages for breach of  fiduciary  duty as a director, except for any matter in respect of which such  director  shall be liable  under Section 7-108-403 of the Colorado Revised Statutes,  or any amendment thereto or successor  provision  thereto and except for any matter in respect of which such director  shall be liable by reason that he (i) has breached his duty of loyalty to the corporation or its shareholders,  (ii) has not acted in good faith or, in failing  to act,  has not  acted  in good  faith,  (iii)  has  acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act,  has acted in a  manner  involving  intentional  misconduct  or a  knowing violation of law, or (iv) has derived an improper personal benefit.  Neither the amendment nor repeal of this Article XV, nor the adoption of any provision of the Articles of Incorporation inconsistent with this Article XV, shall eliminate or reduce the effect of this Article XV in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article XV would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision.



The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are:  Steven W. Carnes, 1180 Spring Centre South Blvd., Suite 310, Altamonte Springs, Florida 2714



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