ARTICLES OF INCORPORATION
                                  AS AMENDED

                                     OF

                    INTERACTIVE MARKETING TECHNOLOGY, INC.

I    NAME:   The name of the corporation is:

             Interactive Marketing Technology, Inc.

II   PRINCIPAL OFFICE:

             The location of the principal office of this corporation within
             the State of Nevada is located at: C/O Michael Morrison, 1495
             Ridgeview Drive, Suite 220, Reno, Nevada 89509.

III  PURPOSE:

             The purpose for which this corporation is formed is to engage in
             any lawful activity.

IV   AUTHORIZATION OF CAPITAL STOCK:

             The amount of the total authorization of capital stock of the
             Corporation shall be sixty million (60,000,000) shares of common
             stock, par value one tenth of one cent ($0.001) per share.  Each
             share of common stock shall have one (1) vote.  Such stock may be
             issued from time to time without any action by the stockholders
             for such consideration as may be fixed from time to time by the
             Board of Directors, and the shares so issued, the full
             consideration for which has been paid or delivered, shall be
             deemed the full paid up stock, and the holder of such shares
             shall not be liable for any further payment thereof.  Said stock
             shall not be subject to assessment to pay the debts of the
             Corporation, and no paid-up stock and no stock issued as fully
             paid, shall ever be assessed or assessable by the Corporation

             The Corporation is authorized to issue 60,000,000 shares of
             common stock, par value $0.001 per share.

V    INCORPORATORS:

             The name and address of the incorporators are as follows:

             Shuree L. Gates    96 West 6480 South
                                Murray, Utah 84107

VI   DIRECTORS:

             The governing board of this corporation shall be known as
             directors, and the number of directors may from time to time be
             increased or decreased in such manner as shall be specified by
             the by laws of the corporation; provided, however, the number of
             directors shall not be reduced to less than one (1). The name and
             address of the Directors comprising the Board of Directors is as
             follows:

             Sandy Lang         5120 Whisettt Avenue
                                Valley Village, CA 91607

             Martin Goldrod     12840 Moorpark, St 102
                                Studio City, CA 91604

             The name and residence address within the State of Nevada of this
             Corporation's resident agent shall be: Michael Morrison, 1495
             Ridgeview Drive, Suite 220, Reno, Nevada 89509.

VII  STOCK NON-ASSESSABLE:

             The capital stock or holder thereof, after the amount of the
             subscription price has been paid in, shall not be subject to any
             assessment whatsoever to pay the debts of the corporation:

VIII TERM OF EXISTENCE:

             This Corporation shall have perpetual existence.

IX   CUMULATIVE VOTING:

             No cumulative voting shall be permitted in the election of
             Directors.

X    PREEMPTIVE RIGHTS:

             Stockholders shall not be entitled to preemptive rights.