Exhibit 3.1


                            COMPOSITE

                    ARTICLES OF INCORPORATION

                               OF

                MEDIA AND ENTERTAINMENT.COM, INC.

              (as amended through October 17, 2002)

1.   Name of Company:

                Media and Entertainment.com, Inc.

2.   Resident Agent:

     The resident agent of the Company is:   GoPublicCentral.com, Inc.
                                             500 N. Rainbow Boulevard,
                                             Suite 300
                                             Las Vegas, Nevada 89107

3.   Board of Directors:

     The Company shall initially have one director (1) who is
Roger Paglia whose address is 500 North Rainbow Boulevard, Suite
300, Las Vegas, Nevada 89107. This individual shall serve as
director until their successor or successors have been elected
and qualified. The number of directors may be increased or
decreased by a duly adopted amendment to the By-Laws of the
Corporation.

4.   Authorized Shares:

     The aggregate number of shares which the corporation shall
have authority to issue shall consist of 50,000,000 shares of
Common Stock having a $.001 par value, and 5,000,000 shares of
Preferred Stock having a $.001 par value. The Common and/or
Preferred Stock of the Company may be issued from time to time
without prior approval by the stockholders. The Common and/or
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Board of
Directors may issue such shares of Common and/or Preferred Stock
in one or more series, with such voting powers, designations,
preferences and rights or Qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.

             [SERIES A CONVERTIBLE PREFERRED STOCK]

     SECTION 1.  DESIGNATION AND AMOUNT.

     The shares of such series shall be designated as "Series A
Convertible Preferred Stock" (the "Series A Convertible Preferred
Stock") and the number of shares constituting the Series A
Convertible Preferred Stock shall be two hundred fifty thousand
(250,000). Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, however, that no
decrease shall reduce the number of shares of Series A
Convertible Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series A Convertible
Preferred Stock.

     SECTION 2.  RANK.

      The Series A Convertible Preferred Stock shall rank: (i)
prior to all of the Company's Common Stock, par value $.001 per
share ("Common Stock"); (ii) prior to any class or series of
capital stock of the Company hereafter created specifically
ranking by its terms junior to any Series A Convertible Preferred
Stock of whatever subdivision (collectively, with the Common
Stock, "Junior Securities"); (iii) on parity with any class or
series of capital stock of the Company hereafter created
specifically ranking by its terms on parity with the Series A
Convertible Preferred Stock ("Parity Securities") in each case as
to distributions of assets upon liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary (all
such distributions being referred to collectively as
"Distributions").

     SECTION 3.  DIVIDENDS.

     The holders of record of  Series A Convertible Preferred
Stock ("Holders") shall be entitled to receive, when, as and if
declared by the Board of Directors of the Company out of the
funds of the Company legally available therefor, cumulative
dividends (not compounded) paid in shares of Series A Convertible
Preferred Stock.  Stock dividends shall be payable at the annual
rate of 8 shares of Series A Convertible Preferred Stock for
every 100 shares of Series A Convertible Preferred Stock then
held by such holder and an additional 2 shares of Series A
Convertible Preferred Stock for each integral multiple of 25
contained in the remaining number of shares of Series A
Convertible Preferred Stock.  Fractional  shares of  Series A
Convertible Preferred Stock will not be issued. Dividends shall
accrue on the first  day of January, April, July and October in
each year beginning January 1, 2003 and payable at the time of
conversion.  The initial dividend paid after the date of original
issuance of any shares of Series A Convertible Preferred Stock
shall accrue from such date of issuance on a pro rata basis.
Dividends payable for any period less than a full quarter shall
be computed on the basis of a 360-day year with 12 equal months
of 30 days.  Dividends shall be payable to holders of record, as
they appear on the stock books of the Company on such record
dates as may be declared by the Board of Directors, not more than
sixty (60) days, nor less than ten (10) days preceding the
payment dates of such dividends.  If the dividend on the Series A
Convertible Preferred Stock, shall not have been paid or set
apart in full for the Series A Convertible Preferred Stock when
payable, the aggregate deficiency shall be cumulative and shall
be fully paid or set apart for payment before any dividends shall
be paid upon or set apart  for, or any other distributions paid
made on, or any payments made on account of the purchase,
redemption or retirement of, the Common Stock or any other series
of Preferred Stock  of the Company ranking as to dividends or
distributions of assets on liquidation, dissolution or winding up
of Company junior to the Series A Preferred  Stock other than, in
the case of dividends or distributions, dividends or
distributions paid in shares of Common Stock or such other junior
ranking stock.  When dividends are not paid in full upon the
shares of Series A Preferred Stock  and any other Preferred Stock
ranking on a parity as to payment of dividends with this Series A
Preferred Stock, all dividends declared upon this series and any
other Preferred Stock ranking on a parity as to dividends with
this series shall be declared, pro rata, so that the amount of
dividends declared, pro rata, so that the amount of dividends
declared per share on this Series A Preferred Stock and such
other Preferred Stock shall in all cases bear to each other the
same rates that accrued dividends per share on the shares of
Series A Preferred Stock and such other Preferred Stock bear to
each other.  Accumulations of dividends on the Series A Preferred
Stock shall not bear interest.

     SECTION 4.  LIQUIDATION PREFERENCE.

     (a)  In the event of any liquidation, dissolution or winding
up of the Company, either voluntary or involuntary, the Holders
of shares of Series A Convertible Preferred Stock shall be
entitled to receive, immediately after any distributions to
securities ("Senior Securities") required by the Company's
Articles of Incorporation or any certificate of designation of
preferences, and prior and in preference to any distribution to
Junior Securities, but in parity with any distribution of Parity
Securities, an amount per share equal to the sum of $10 for each
outstanding share of Series A Convertible Preferred Stock (the
"Original Series A Issue Price").  If upon the occurrence of such
event, the assets and funds thus distributed among the Holders of
the Series A Convertible Preferred Stock and Parity Securities
shall be insufficient to permit the payment to such Holders of
the full preferential amounts due to the Holders of the Series A
Convertible Preferred Stock and the Parity Securities,
respectively, then the entire assets and funds of the Company
legally available for distribution shall be distributed among the
Holders of the Series A Convertible Preferred Stock and the
Parity Securities, pro rata, based on the respective liquidation
amounts to which each such series of stock is entitled by the
Company's Articles of Incorporation and any certificate of
designation of preferences.

     (b)  Upon the completion of the distribution required by
subsection 4(a), if assets remain in this Company, they shall be
distributed to holders of Parity Securities (unless holders of
Parity Securities have received distributions pursuant to
subsection (a) above) and Junior Securities in accordance with
the Company's Articles of Incorporation including any duly
adopted certificate(s) of designation of preferences.

     (c)  A consolidation or merger of the Company with or into
any other corporation or corporations, or a sale, conveyance or
disposition of all or substantially all of the assets of the
Company or the effectuation by the Company of a transaction or
series of related transactions in which more than 50% of the
voting power of the Company is disposed of, shall not be deemed
to be a liquidation, dissolution or winding up within the meaning
of this Section 4, but shall instead be treated pursuant to
Section 7 hereof.

     SECTION 5.  CONVERSION.  THE RECORD HOLDERS OF THIS SERIES A
CONVERTIBLE PREFERRED STOCK SHALL HAVE CONVERSION RIGHTS AS
FOLLOWS (THE "CONVERSION RIGHTS"):

     Holder's Right to Convert.

     (i) The record Holder of this Series A Convertible Preferred
Stock shall be entitled (at the times and in the amounts set
forth below), at the office of the Company or any transfer agent
for the Series A Convertible Preferred Stock, to convert portions
of the Series A Convertible Preferred Stock held by such Holder
(but only in multiples of $1,000) into that number of
unrestricted, fully-paid and non-assessable shares of Common
Stock at the Conversion Rate as set forth below.  The number of
shares of Common Stock into which this Series A Convertible
Preferred Stock may be converted is hereinafter referred to as
the "Conversion Number" for such Series A Convertible Preferred
Stock.  The record Holder of this Series A Convertible Preferred
Stock shall be entitled to convert the initial number of shares
of Series A Convertible Preferred Stock held by such Holder
beginning on the date of the initial closing (the "Initial
Closing") of a sale of such Series A Convertible Preferred Stock
that occurs pursuant to the offering (the "Offering") of the
Series A Convertible Preferred Stock by the Company; provided,
however, the Company has filed an amendment to its Articles of
Incorporation increasing the number of authorized shares of its
Common Stock to 50,000,000 shares.  The following formula sets
forth the number of shares (Conversion Number) issued upon
conversion of one (1) share of Series A Convertible Preferred
Stock:

                                 10
     Conversion Number  =  ---------------
                           Conversion Rate

     where,

     Conversion Rate =$0.60, which is equal to a 15% discount to
the mean closing bid and asked prices of the Company's Common
Stock for ten (10) trading days ending September 9, 2002.

     Thus, e.g. 100 shares of Series A Convertible Preferred
Stock sold in the Offering at $10 per share or $1,000 per Unit,
are initially convertible at  $.60 per common share into 1,667
shares of Common Stock.

     (ii) Mandatory Conversion. After the earlier of (a) the
termination of the Offering, or (b) the sale of  the maximum
Offering of  2,000,000 stated amount Series A Convertible
Preferred Stock, the shares of Series A Convertible Preferred
Stock will be automatically converted at the Conversion Rate upon
the occurrence of the Common Stock trading at or above 200% of
the Conversion Rate for 20 consecutive business days.
Notwithstanding the foregoing, the Company shall not convert the
Series A Convertible Preferred Stock unless the Company shall
then have (a) amended its Articles of Incorporation to increase
the authorized shares of its Common Stock to 50,000,000 and (b)
an effective registration statement enabling the holders of the
Series A Convertible Preferred Stock to resell the shares of
underlying Common Stock, unless all of the underlying shares of
Common Stock are immediately saleable pursuant to Rule144(k)
under the Securities Act of 1933, as amended.

      (iii)  Mechanics of Conversion.  In order to convert Series
A Convertible Preferred Stock into full shares of Common Stock,
the Holder shall (i) transmit facsimile copy of the fully
executed notice of conversion in the form attached hereto
("Notice of Conversion") to the Company at such office that he
elects to convert the same (Facsimile number (702) 492-1262),
which notice shall specify the number of shares of Series A
Convertible Preferred Stock to be converted and shall contain a
calculation of the Conversion Rate (together with a copy of the
first page of each certificate to be converted) to the Company or
its designated transfer agent prior to midnight, Las Vegas,
Nevada time (the "Conversion Notice Deadline") on the date of
conversion specified on the Notice of Conversion and (ii)
surrender the original certificate or certificates therefor, duly
endorsed, and deliver the original Notice of Conversion by either
overnight courier or 2-day courier, to the office of the Company
or of any transfer agent for the Series A Convertible Preferred
Stock; provided, however, that the Company shall not be obligated
to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless either the certificates
evidencing such Series A Convertible Preferred Stock are
delivered to the Company or its transfer agent as provided above,
or the Holder notifies the Company or its transfer agent that
such certificates have been lost, stolen or destroyed. Upon
receipt by the Company of evidence of the loss, theft,
destruction or mutilation of the certificate or certificates
("Stock Certificates") representing shares of Series A
Convertible Preferred Stock, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to
the Company, and upon surrender and cancellation of the Stock
Certificate(s), if mutilated, the Company shall execute and
deliver new Stock Certificate(s) of like tenor and date. No
fractional shares of Common Stock shall be issued upon conversion
of this Series A Convertible Preferred Stock. In lieu of any
fractional share to which the Holder would otherwise be entitled,
the Company shall pay cash to such Holder in an amount equal to
such fraction multiplied by the Conversion Rate then in effect.
In the case of a dispute as to the calculation of the Conversion
Rate, the Company's calculation shall be deemed conclusive absent
manifest error.

     The Company shall use all reasonable efforts to issue and
deliver within three (3) business days after delivery to the
Company of such certificates, or after such agreement and
indemnification, to such Holder of Series A Convertible Preferred
Stock at the address of the Holder on the books of the Company, a
certificate or certificates for the number of shares of Common
Stock to which the Holder shall be entitled as aforesaid. The
date on which conversion occurs (the "Date of Conversion") shall
be deemed to be the date set forth in such Notice of Conversion,
provided (i) that the advance copy of the Notice of Conversion is
faxed to the Company before midnight, Las Vegas, Nevada time, on
the Date of Conversion, and (ii) that the original Stock
Certificates representing the shares of Series A Convertible
Preferred Stock to be converted are received by the transfer
agent or the Company within five business days thereafter. The
person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on
such date. If the original Stock Certificates representing the
Series A Convertible Preferred Stock to be converted are not
received by the transfer agent or the Company within five
business days after the Date of Conversion or if the facsimile of
the Notice of Conversion is not received by the Company or its
designated transfer agent prior to the Conversion Notice
Deadline, the Notice of Conversion, at the Company's option, may
be declared null and void.  Following conversion of shares of
Series A Convertible Preferred Stock, such shares of Series A
Convertible Preferred Stock will no longer be outstanding.

     (b)  Reservation of Stock Issuable Upon Conversion.  The
Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of the Series A Convertible
Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of
all then outstanding Series A Convertible Preferred Stock; and if
at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of
all then outstanding shares of Series A Convertible Preferred
Stock, the Company will take such corporate action as may be
necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for
such purpose.

     (c)  Adjustment to Conversion Rate.

     (i)  If, prior to the conversion of all Series A Convertible
Preferred Stock, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the
Company shall be changed into the same or a different number of
shares of the same or another class or classes of stock or
securities of the Company or another entity, then the Holders of
Series A Convertible Preferred Stock shall thereafter have the
right to purchase and receive upon conversion of Series A
Convertible Preferred Stock, upon the basis and upon the terms
and conditions specified herein and in lieu of the shares of
Common Stock immediately theretofore issuable upon conversion,
such shares of stock and/or securities as may be issued or
payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore purchasable and
receivable upon the conversion of Series A Convertible Preferred
Stock held by such Holders had such merger, consolidation,
exchange of shares, recapitalization or reorganization not taken
place, and in any such case appropriate provisions shall be made
with respect to the rights and interests of the Holders of the
Series A Convertible Preferred Stock to the end that the
provisions hereof (including, without limitation, provisions for
adjustment of the number of shares issuable upon conversion of
the Series A Convertible Preferred Stock) shall thereafter be
applicable, as nearly as may be practicable in relation to any
shares of stock or securities thereafter deliverable upon the
exercise hereof. The Company shall not effect any transaction
described in this subsection 5(c) unless the resulting successor
or acquiring entity (if not the Company) assumes by written
instrument the obligation to deliver to the Holders of the Series

      A Convertible Preferred Stock such shares of stock and/or
securities as, in accordance with the foregoing provisions, the
Holders of the Series A Convertible Preferred Stock may be
entitled to purchase.

     (ii)  If, any adjustment under this subsection 5(c) would
create a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares of Common Stock issuable
upon conversion shall be the next higher number of shares.

     SECTION 6.  REDEMPTION.

     (a)  Redemption Right at the Option of the Company.  On or
at any time after the earlier of (a) the termination of the
Offering, or (b) the sale of the maximum Offering at the option
of the Company, the Company, at any time it may lawfully do so,
may redeem in cash all (but not less than all) of the outstanding
shares of Series A Convertible Preferred Stock by paying in cash
therefor $.001 per share (the "Redemption Price"), provided the
Company shall then have (a) amended its Articles of Incorporation
to increase the authorized shares of its Common Stock to
50,000,000 and (b) an effective registration statement enabling
the holders of the Series A Convertible Preferred Stock to resell
the shares of underlying Common Stock, unless all of the
underlying shares of Common Stock are immediately saleable
pursuant to Rule144(k) under the Securities Act of 1933, as
amended.

     (b)  Redemption Procedure.  If the Company determines to
exercise its right hereunder to redeem all of the outstanding
shares of the Series A Convertible Preferred Stock, the Company
shall by resolution of the Board of Directors fix a date on which
all of the outstanding shares of the Series A Convertible
Preferred Stock shall be redeemed (the "Redemption Date").  Not
less than 10 days prior to the Redemption Date, the Company shall
mail to each record holder of Series A Convertible Preferred
Stock an irrevocable written notice (the "Redemption Notice")
stating the Redemption Date and the Redemption Price.  If one of
the Redemption Date the Company shall have set aside lawfully
available funds sufficient to effect the redemption at the
Redemption Price of all of the shares of the Series A Convertible
Preferred Stock outstanding on the Redemption Date, then all
dividends and all other rights of the holder with respect to
shares of the Series A Convertible Preferred Stock (other than
the right to receive the Redemption Price as hereinafter
provided) shall upon the Redemption Date forthwith cease and
determine, the Series A Convertible Preferred Stock shall no
longer be transferred on the books of the Company or be deemed to
be outstanding for any purpose except as stated below and the
certificates representing shares of the Series A Convertible
Preferred Stock  shall evidence only the right to receive the
Redemption Price as hereinafter provided, without interest.  On
or as soon as may be practicable after the Redemption Date, the
Company shall mail to each record holder of the Series A
Convertible Preferred Stock as of the Record Date a form of
letter of transmittal and instructions for use in effecting the
surrender for redemption of the certificate or certificates
representing the share of Series A Convertible Preferred Stock
held of record by such preferred shareholder (the "Letter of
Transmittal").  Upon surrender to the Company of its designated
paying agent of such certificate of certificates, together with
the Letter of Transmittal duly executed and any other required
documents, the hold of such certificate or certificates shall be
entitled to receive in exchange therefor the Redemption Price
with respect to the shares of Series A Convertible Preferred
Stock represented by the certificate or certificates so
surrendered.

     (c)  The holders of Series A Convertible Preferred Stock
will have full rights to convert all shares of Series A
Convertible Preferred Stock subject to the Redemption Notice
until 5:00 p.m., Las Vegas, Nevada time (the "Accelerated
Expiration Time"), on the business day immediately preceding the
Redemption Date fixed for redemption in the Redemption Notice.
Notwithstanding anything to the contrary contained herein (a) the
Company shall have the option, without further compensation to
the Preferred Stock holder other than the payment of the
Redemption Price per share of Series A Convertible Preferred
Stock, to cause any or all of those shares (each, a "Non-
Converted Share") which were not properly converted on or before
the Accelerated Expiration Time to be assigned to one or more
third parties (each, a "Standby Purchaser"), effective
immediately following the Accelerated Expiration Time, for the
consideration equal to $.001 per Non-Converted Share payable to
the Company, and (b) each Standby Purchaser shall have the right
to convert the Non-Converted Shares so assigned to such Standby
Purchaser through the tenth (10th) business day following the
Redemption Date.

     SECTION 7.  CORPORATE CHANGE.

     The Conversion Rate shall be appropriately adjusted to
reflect, as deemed equitable and appropriate by the Company, any
stock dividend, stock split or share combination of the Common
Stock. In the event of a merger, reorganization, recapitalization
or similar event of or with respect to the Company (a "Corporate
Change") (other than a Corporate Change in which or substantially
all of the consideration received by the holders of the Company's
equity securities upon such Corporate Change consists of cash or
assets other than securities issued by the acquiring entity or
any affiliate thereof), this Series A Convertible Preferred Stock
shall be assumed by the acquiring entity and thereafter this
Series A Convertible Preferred Stock shall be convertible into
such class and type of securities as the Holder would have
received had the Holder converted this Series A Convertible
Preferred Stock immediately prior to such Corporate Change.

     SECTION 8.  VOTING RIGHTS.

     In addition to any other rights provided for herein or by
law, the holders of Series A Convertible Preferred Stock shall be
entitled to vote, together with the holders of Common Stock as
one class, on all matters as to which holders of Common Stock
shall be entitled to vote, in the same manner and with the same
effect as such Common Stock holders.  In any such vote each share
of Series A Convertible Preferred Stock shall entitle the holder
thereof to the number of votes per share that equals the number
of whole shares of Common Stock into which each such share of
Series A Convertible Preferred Stock is then convertible,
calculated to the nearest share.

     To the extent that under Nevada law the vote of the holders
of the Series A Convertible Preferred Stock, voting separately as
a class, is required to authorize a given action of the Company,
the affirmative vote or consent of the holders of at least a
majority of the outstanding shares of the Series A Convertible
Preferred Stock shall constitute the approval of such action by
the class.  On all other matters to the extent that the holders
of the Series A Convertible Preferred Stock are entitled to vote
on a matter with holders of Common Stock, voting together as one
class, each share of Series A Convertible Preferred Stock shall
be entitled to a number of votes equal to the number of shares of
Common Stock into which it is then convertible using the record
date for the taking of such vote of stockholders as the date as
of which the Conversion Rate is calculated.  Holders of the
Series A Convertible Preferred Stock shall be entitled to notice
of all shareholder meetings or written consents with respect to
which they would be entitled to vote, which notice would be
provided pursuant to the Company's by-laws and applicable
statutes.

     SECTION 9.  PROTECTIVE PROVISIONS.

     So long as shares of Series A Convertible Preferred Stock
are outstanding, the Company shall not without first obtaining
the approval (by vote or written consent, as provided by law) of
the holders of at least a majority of the then outstanding shares
of Series A Convertible Preferred Stock:

     (a)  alter or change the rights, preferences or privileges
of the shares of Series A Convertible Preferred Stock or any
Senior Securities so as to affect adversely the Series A
Convertible Preferred Stock;

     (b)  create any new class or series of stock having a
preference over the Series A Convertible Preferred Stock with
respect to Distributions (as defined in Section 2 above); or

     (c)  do any act or thing not authorized or contemplated by
this Designation which would result in taxation of the holders of
shares of the Series A Convertible Preferred Stock under Section
305 of the Internal Revenue Code of 1986, as amended (or any
comparable provision of the Internal Revenue Code as hereafter
from time to time amended).

     SECTION 10.  STATUS OF CONVERTED STOCK.

     In the event any shares of Series A Convertible Preferred
Stock shall be converted pursuant to Section 5 hereof, the shares
so converted shall be canceled, shall return to the status of
authorized, but unissued Convertible Preferred Stock of no
designated series, and shall not be issuable by the Company as
Series A Convertible Preferred Stock.

     SECTION 11.  PREFERENCE RIGHTS.

     Nothing contained herein shall be construed to prevent the
Board of Directors of the Company from issuing one or more series
of convertible Preferred Stock with dividend and/or liquidation
preferences equal to the dividend and liquidation preferences of
the Series A Convertible Preferred Stock.

5.   Preemptive Rights and Assessment of Shares:

     Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right or
right of subscription to acquire shares of the corporation
authorized, issued, or sold, or to be authorized, issued or sold,
or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into sham of the
corporation, nor to any right of subscription thereto, other than
to the extent, if any, the Board of Directors in its sole
discretion, may determine from time to time.

     The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or
services, as the directors shall determine, shall not be subject
to assessment to pays the debts of the corporation nor for any
other purpose, and no Common Stock issued as fully paid shall
ever be assemble or assessed, and the Articles of Incorporation
shall not be amended to provide for such assessment.

6.   Directors' and Officers' Liability

     A director or officer of the corporation shall not be
personally liable to this corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a
director or officer for (i) am or omissions which involve
intentional misconduct, fraud or a knowing violation of the law
or (ii) the unlawful payment of dividends. Any repeal or
modification of this Article by stockholders of the corporation
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of
the corporation for am or omissions prior to such repeal or
modification.

7.   Indemnity

     Every person who was or is a party to, or is threatened to
be made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or
to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. Such right of indemnification
shall be a contract right which may be enforced in any manner
desired by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be paid by
the corporation as incurred and in advance of the final
disposition of the action, suit, or proceeding, under receipt of
an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be
indemnified by the corporation. Such right of indemnification
shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article. Without
limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time without respect to
indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase or maintain insurance on
behalf of any person who is or was a director or officer

8.   Amendments

     Subject at all times to the expense provisions of Section 5
on the Assessment of Shares, this corporation reserves the right
to amend, after, change, or repeal any provision contained in
these Articles of Incorporation or its By-Laws, in the manner now
or hereafter prescribed by statute or the Articles of
incorporation or said By- Laws, and all rights conferred upon
shareholders are granted subject to this reservation.

9.   Power of Directors

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

     (a) Subject to the By-Laws, if any, adopted by the
shareholders, to make, alter or repeal the By-Laws of the
corporation;

     (b) To authorize and caused to be executed mortgages and
liens, with or without limitations as to amount, upon the real
and personal property of the corporation;

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

     (d) To set apart out of any funds of the corporation
available for dividends a reserves for any proper purpose and to
abolish any such reserve;

     (e) By resolution adopted by the majority of the whole
board, to designate one or more committees to consist of one or
more directors of the of the corporation, which, to the extent
provided on the resolution or in the By-Laws of the corporation,
shall have and may exercise the powers of the Board of Directors
in the management of the affairs of the corporation and may
authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have
name and names as may be stated in the By-Laws of the corporation
or as may be determined from time to time by resolution adopted
by the Board of Directors.

     All the corporate powers of the corporation shall be
exercised by the Board of Directors except as otherwise herein or
in the By-Laws or by law.