Articles


    Exhibit 4.2

    
 

    ARTICLES
      OF INCORPORATION

    OF

    CMNW
      ACQUISITION CORPORATION

    


    


    FIRST.
      The name of the Corporation shall be “CMNW Acquisition
      Corporation.”

    


    SECOND.
      The purpose for which this corporation is organized is to transact any lawful
      business, or to promote or conduct any legitimate object or purpose, under
      and
      subject to the laws of the State of Nevada.

    


    THIRD.
      The stock of the corporation is divided into two classes: (1) common stock
      in
      the amount of Seventy Million (70,000,000) shares having par value of $0.001
      each, and (2) preferred stock in the amount of Five Million (5,000,000) shares
      having par value of $0.001 each. The Board of Directors shall have the
      authority, by resolution or resolutions, to divide the preferred stock into
      series, to establish and fix the distinguishing designation of each such series
      and the number of shares thereof (which number, by like action of the Board
      of
      Directors from time to time thereafter may be increased, except when otherwise
      provided by the Board of Directors in creating such series, or may be decreased,
      but not below the number of shares thereof then outstanding) and, within the
      limitations of applicable law of the State of Nevada or as otherwise set forth
      in this article, to fix and determine the relative rights and preferences of
      the
      shares of each series so established prior to the issuance, thereof. There
      shall
      be no cumulative voting by shareholders.

    


    FOURTH.
      The Board of Directors shall have the authority, by resolution or resolutions
      at
      any time or from time to time after the Issuance Date to fix a record date
      for
      the effectuation of a forward or reverse split of the issued and outstanding
      shares of Common Stock, in accordance with Section 78.2055 of the Nevada Revised
      Statutes shareholder approval shall not be required. Also in accordance with
      Section 78.207 of the Nevada Revised Statues, the Corporation will not be
      required to reduce or increase its authorized shares in a corresponding ratio
      in
      the event of a reverse or forward split.

    


    FIFTH.
      The Corporation, by action of its directors, and without action by its
      shareholders, may purchase its own shares in accordance with the provisions
      of
      the law of the State of Nevada. Such purchases may be made either in the open
      market or at public or private sale, in such manner and amounts, from such
      holder or holders of outstanding shares of the Corporation, and at such prices
      as the directors shall from time to time determine.

    


    SIXTH.
      No
      holder of shares of the Corporation of any class, as such, shall have any
      pre-emptive right to purchase or subscribe for shares of the Corporation, of
      any
      class, whether now or hereafter authorized.

    


    SEVENTH.
      The Board of Directors shall consist of no fewer than one member and no more
      than seven members. 

    


    EIGHTH.
      No officer or director shall be personally liable to the corporation or its
      shareholders for money damages except as provided in Section 78.037 of the
      Nevada Revised Statutes.

    


    NINTH.
      The corporation shall not issue any non-voting equity securities.

    


    IN
      WITNESS WHEREOF, these Articles of Incorporation are hereby made effective
      December 20, 2005.

    


    /s/
      Mark L. Baum, Esq.

    Mark
      L.
      Baum, Esq.

    Incorporator