ARTICLES OF INCORPORATION
                                       OF
                               INTERCALLNET, INC.

         The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.

                                   ARTICLE ONE
                                      NAME

         The name of the Corporation is: Intercallnet, Inc.

                                   ARTICLE TWO
                      PRINCIPLE OFFICE AND MAILING ADDRESS

         The principal office and mailing address of the Corporation is:

                               Intercallnet, Inc.
                                 6340 NW 5th Way
                         Fort Lauderdale, Florida 33309


                                  ARTICLE THREE
                     REGISTERED AGENT AND REGISTERED OFFICE

         The name and post office address of the Corporation's registered agent
is:

                               Jay Valinsky, Esq.
                        Kipnis Tescher Lippman & Valinsky
                           100 Northeast Third Avenue
                            Fort Lauderdale, FL 33301




                                  ARTICLE FOUR
                                  INCORPORATOR

         The name and post office address of the initial incorporator is:

                               Jay Valinsky, Esq.
                        Kipnis Tescher Lippman & Valinsky
                           100 Northeast Third Avenue
                            Fort Lauderdale, FL 33301


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                                  ARTICLE FIVE
                                  CAPITAL STOCK
                                  -------------

         The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be 52,000,000 which are to
be divided into two classes as follows:

         50,000,000 shares of common stock, par value $.0001 per share; and
         2,000,000 shares of preferred stock, par value $.0001 per share.

         The preferred stock may be created and issued from time to time in one
or more series and with such designations, rights, preferences, conversion
rights cumulative, relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions providing for the creation
and issuance of such preferred stock as may be adopted from time to time in the
sole discretion by the Corporation's Board of Directors pursuant to the
authority in this paragraph given.

         In accordance with Section 607.10025(7) of the Florida Business
Corporation Act, upon the effectiveness of a combination, as such term in
Section 607.10025(1) of such Act, the authorized shares of the classes or series
affected by the combination shall not be reduced or otherwise affected by the
percentage by which the issued shares of such class or series were reduced as a
result of the combination.


                                   ARTICLE SIX
                                 INDEMNIFICATION

         The Corporation shall indemnify any director, officer, employee or
agent of the Corporation to the fullest extent permitted by Florida law.



                                              INCORPORATOR:


                                               /s/ Jay Valinsky
                                               ------------------------------
                                               Jay Valinsky, Esq.



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<PAGE>


         THE UNDERSIGNED, named as the registered agent in Article Three of
these Articles of Incorporation, hereby accepts the appointment as such
registered agent, and acknowledges that he is familiar with, and accepts the
obligations imposed upon registered agents under the Florida Business
Corporation Act, including specifically Section 607.0505.

                                                   REGISTERED AGENT:

                                                   /s/ Jay Valinsky
                                                   -----------------------
                                                   Jay Valinsky, Esq.


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