CERTIFICATE OF INCORPORATION

                               OF

                            EI2, INC.

                            ARTICLE I

                              Name
     The name of the Corporation is EI2, Inc.

                           ARTICLE II

                            Duration
     The Corporation is to have perpetual existence.

                           ARTICLE III

                   Registered Office and Agent
     The  address  of  its  registered office  in  the  State  of
Delaware  is 1013 Centre Road, in the City of Wilmington,  County
of Newcastle, State of Delaware. The name of its registered agent
at such address is The Cmpany Corporation..

                           ARTICLE IV

                            Purposes
     The  purpose  for which the Corporation is organized  is  to
transact  all  lawful  business for  which  corporations  may  be
incorporated  pursuant to the laws of the State of Delaware.  The
Corporation shall have all the powers of a corporation  organized
under the General Corporation Law of the State of Delaware.

                            ARTICLE V

                          Capital Stock
     The  aggregate  number of shares of all classes  of  capital
stock  which the Corporation has authority to issue is 50,000,000
of  which 45,000,000 are to be shares of common stock, $.001  par
value  per  share,  and  5,000,000 are to  be  shares  of  serial
preferred  stock,  $.001 par value per share. Shares  of  capital
stock  may  be  issued by the Corporation from time  to  time  as
approved by the board of directors of the Corporation without the
approval of the stockholders except as otherwise provided in this
Article  V  or  the rules of a national securities  exchange,  if
applicable. The consideration for share issuance of shall be paid
to  or  received by the Corporation in full before their issuance
and  shall  not  be  less  than the  par  value  per  share.  The
consideration  for  the  issuance of the shares  shall  be  cash,
services  rendered, personal property (tangible  or  intangible),
real property, leases of real property or any combination of  the
foregoing. In the absence of actual fraud in the transaction, the
judgment  of  the  board of directors as to  the  value  of  such
consideration   shall  be  conclusive.  Upon  payment   of   such
consideration  such shares shall be deemed to be fully  paid  and
nonassessable. In the case of a stock dividend, that part of  the
surplus of the Corporation which is transferred to stated capital
upon  the issuance of shares as a stock dividend shall be  deemed
to be the consideration for their issuance.
     A  description of the different classes and series (if  any)
of  the  Corporation's  capital stock, and  a  statement  of  the
relative  powers,  designations, preferences and  rights  of  the
shares  of  each class and series (if any) of capital stock,  and
the  qualifications, limitations or restrictions thereof, are  as
follows:
A.   Common  Stock.  Except as provided in this Certificate,  the
     holders of common stock shall exclusively posses all  voting
     power.  Subject to the provisions of this Certificate,  each
     holder  of shares of common stock shall be entitled  to  one
     vote for each share held.
     Whenever  there  shall have been paid, or declared  and  set
     aside  for payment, to the holders of the outstanding shares
     of  any class or series of stock having preference over  the
     common stock as to the payment of dividends, the full amount
     of  dividends and sinking fund or retirement fund  or  other
     retirement  payments,  if any, to  which  such  holders  are
     respectively  entitled in preference to  the  common  stock,
     then  dividends may be paid on the common stock, and on  any
     class  or  series of stock entitled to participate therewith
     as to dividends, out of any assets legally available for the
     payment of dividends, but only when and as declared  by  the
     board of directors.
     In  the event of any liquidation, dissolution or winding  up
     of  the  Corporation, after there shall have been  paid,  or
     declared  and set aside for payment, to the holders  of  the
     outstanding shares of any class having preference  over  the
     common  stock  in  any  such event,  the  full  preferential
     amounts to which they are respectively entitled, the holders
     of  the  common  stock and of any class or series  of  stock
     entitled  to participate therewith, in whole or in part,  as
     to  distribution of assets shall be entitled, after  payment
     or provision for payment of all debts and liabilities of the
     Corporation,  to  receive  the  remaining  assets   of   the
     Corporation available for distribution, in cash or in kind.
     Each  share  of  common stock shall have the  same  relative
     powers, preferences and rights as, and shall be identical in
     all  respects with, all the other shares of common stock  of
     the Corporation.
B.   Serial   Preferred  Stock.  Except  as  provided   in   this
     Certificate,  the  board  of  directors  is  authorized,  by
     resolution  or  resolutions from time to  time  adopted,  to
     provide for the issuance of serial preferred stock in series
     and  to  fix and state the powers, designations, preferences
     and  relative,  participating,  optional  or  other  special
     rights   of  the  shares  of  each  such  series,  and   the
     qualifications,   limitation   or   restrictions    thereof,
     including,  but not limited to determination of any  of  the
     following:
     (1)  the  distinctive serial designation and the  number  of
          shares constituting such series;
     (2)  the  rights in respect of dividends, if any, to be paid
          on  the shares of such series, whether dividends  shall
          be cumulative and, if so, from which date or dates, the
          payment  or  date  or  dates  for  dividends,  and  the
          participating  or other special rights,  if  any,  with
          respect to dividends;
     (3)  the  voting  powers, full or limited, if  any,  of  the
          shares of such series;
     (4)  whether  the shares of such series shall be  redeemable
          and, if so, the price or prices at which, and the terms
          and conditions upon which such shares may be redeemed;

     (5)  the  amount or amounts payable upon the shares of  such
          series   in  the  event  of  voluntary  or  involuntary
          liquidation,   dissolution  or  winding   up   of   the
          Corporation;
     (6)  whether the shares of such series shall be entitled  to
          the  benefits  of a sinking or retirement  fund  to  be
          applied  to the purchase or redemption of such  shares,
          and,  if  so entitled, the amount of such fund and  the
          manner  of  its  application, including  the  price  or
          prices  at  which  such  shares  may  be  redeemed   or
          purchased through the application of such funds;
     (7)  whether  the shares of such series shall be convertible
          into, or exchangeable for, shares of any other class or
          classes  or any other series of the same or  any  other
          class or classes of stock of the Corporation and, if so
          convertible  or exchangeable, the conversion  price  or
          prices,  or  the  rate or rates of  exchange,  and  the
          adjustments  thereof, if any, at which such  conversion
          or  exchange  may  be  made, and any  other  terms  and
          conditions of such conversion or exchange;
     (8)  the   subscription  or  purchase  price  and  form   of
          consideration for which the shares of such series shall
          be issued; and
     (9)  whether the shares of such series which are redeemed or
          converted  shall  have  the status  of  authorized  but
          unissued  shares of serial preferred stock and  whether
          such  shares may be reissued as shares of the  same  or
          any other series of serial preferred stock.
     Each  share  of each series of serial preferred stock  shall
     have  the  same relative powers, preferences and rights  as,
     and  shall be identical in all respects with, all the  other
     shares  of  the Corporation of the same series,  except  the
     times  from  which dividends on shares which may  be  issued
     from time to time of any such series may begin to accrue.

                           ARTICLE VI

                        Preemptive Rights
     No  holder  of any of the shares of any class or  series  of
stock  or of options, warrants or other rights to purchase shares
of  any  class or series of stock or of other securities  of  the
Corporation  shall  have  any preemptive  right  to  purchase  or
subscribe for any unissued stock of any class or series,  or  any
unissued bonds, certificates of indebtedness, debentures or other
securities convertible into or exchangeable for stock or carrying
any  right to purchase stock may be issued pursuant to resolution
of the board of directors to such persons, firms, corporations or
associations, whether or not holders thereof, and upon such terms
as  may  be  deemed  advisable by the board of directors  in  the
exercise of its sole discretion.

                           ARTICLE VII

                      Repurchase of Shares
     The   Corporation  may  from  time  to  time,  pursuant   to
authorization by the board of directors and without action by the
stockholders, purchase or otherwise acquire shares of any  class,
bonds, debentures, notes, scrip, warrants, obligations, evidences
or  indebtedness, or other securities of the Corporation in  such
manner,  upon  such terms, and in such amounts as  the  board  of
directors  shall determine; subject, however, to such limitations
or restrictions, if any, as are contained in the express terms of
any class of shares of the Corporation outstanding at the time of
the purchase or acquisition in question or as are imposed by law.

                          ARTICLE VIII

           Meetings of Stockholders; Cumulative Voting
A.   No  action that is required or permitted to be taken by  the
     stockholders  of  the Corporation at any annual  or  special
     meeting  of stockholders may be effected by written  consent
     of stockholders in lieu of a meeting of stockholders, unless
     the action to be effected by written consent of stockholders
     and  the taking of such action by such written consent  have
     expressly  been  approved  in  advance  by  the   board   of
     directors.
B.   Special meetings of the stockholders of the Corporation  for
     any  purpose  or purposes may be called at any time  by  the
     board  of  directors,  or by a committee  of  the  board  of
     directors  which  as been duly designated by  the  board  of
     directors and whose powers and authorities, as provided in a
     resolution of the board of directors or in the bylaws of the
     Corporation,  include the power and authority to  call  such
     meetings  but  such special meetings may not  be  called  by
     another person or persons.
C.   There  shall be no cumulative voting by stockholders of  any
     class  or  series  in  the  election  of  directors  of  the
     Corporation.
D.   Meetings  of stockholders may be held at such place  as  the
     bylaws may provide.

                           ARTICLE IX

              Notice for Nominations and Proposals
A.   Nominations for the election of directors and proposals  for
     any  new  business to be taken up at any annual  or  special
     meeting  of  stockholders  may  be  made  by  the  board  of
     directors or by any stockholder of the Corporation  entitled
     to vote generally in the election of directors. In order for
     a  stockholder  of the Corporation to make  any  nominations
     and/or proposals at an annual meeting or such proposals at a
     special  meeting,  he or she shall give  notice  thereof  in
     writing,  delivered or mailed by first class  United  States
     mail,  postage prepaid, to the Secretary of the  Corporation
     of  not less than thirty days nor more than sixty days prior
     to  any  such meeting; provided, however, that if less  than
     forty  days' notice of the meeting is given to stockholders,
     such  written  notice  shall  be  delivered  or  mailed,  as
     prescribed,  to the Secretary of the Corporation  not  later
     than  the close of the tenth day following the day on  which
     notice of the meeting was mailed to stockholders. Each  such
     notice  given  by a stockholder with respect to  nominations
     for  the election of directors shall set forth (1) the name,
     age,  business address and, if known, residence  address  of
     each  nominee  proposed in such notice,  (2)  the  principal
     occupation or employment of each such nominee, and  (3)  the
     number  of  shares  of  stock of the Corporation  which  are
     beneficially  owned by each such nominee. In  addition,  the
     stockholder  making such nomination shall  promptly  provide
     any   other   information  reasonably   requested   by   the
     Corporation.
B.   Each  such  notice given by a stockholder to  the  Secretary
     with respect to business proposals to bring before a meeting
     shall  set forth in writing as to each matter: (1)  a  brief
     description of the business desired to be brought before the
     meeting and the reasons for conducting such business at  the
     meeting;  (2)  the name and address, as they appear  on  the
     Corporation's  books,  of  the  stockholder  proposing  such
     business;  (3)  the  class  and  number  of  shares  of  the
     Corporation which are beneficially owned by the stockholder;
     and  (4)  any material interest of the stockholder  in  such
     business.  Notwithstanding anything in this  Certificate  to
     the  contrary, no business shall be conducted at the meeting
     except  in accordance with the procedures set forth in  this
     Article.
C.   The   Chairman   of  the  annual  or  special   meeting   of
     stockholders  may,  if  the  facts  warrant,  determine  and
     declare  to  such meeting that a nomination or proposal  was
     not made in accordance with the foregoing procedure, and, if
     he  should so determine, he shall so declare to the  meeting
     and   the   defective  nomination  or  proposal   shall   be
     disregarded and laid over for action at the next  succeeding
     adjourned,  special  or annual meeting of  the  stockholders
     taking  place thirty days or more thereafter. This provision
     shall  not  require the holding of any adjourned or  special
     meeting of stockholders for the purpose of considering  such
     defective nomination or proposal.

                            ARTICLE X

                            Directors
A.   Number;   Vacancies.  The  number  of   directors   of   the
     Corporation  shall be such number, not less than  three  nor
     more  than 15 (exclusive of directors, if any, to be elected
     by  holders of preferred stock of the Corporation), as shall
     be provided from time to time in a resolution adopted by the
     board  of directors, provided that no decrease in the number
     of directors shall have the effect of shortening the term of
     any  incumbent director, and provided further that no action
     shall  be  taken  to  decrease or  increase  the  number  of
     directors  from time to time unless at least  two-thirds  of
     the  directors then in office shall concur in  said  action.
     Exclusive  of  directors,  if any,  elected  by  holders  of
     preferred  stock,  vacancies  in  the  board  of  directors,
     however  caused,  and newly created directorships  shall  be
     filled  by  a  vote of two-thirds of the directors  then  in
     office, whether or not a quorum, and any director so  chosen
     shall  hold office for a term expiring at the annual meeting
     of  stockholders at which the term of the class to which the
     director  has  been chosen expires and when  the  director's
     successor is elected and qualified.
B.   Classified Board. Other than directors which may be  elected
     by  the  holders of preferred stock, the board of  directors
     shall  be  divided  in to three classes of  directors  which
     shall  be  designated Class I, Class II and Class  III.  The
     members  of each class shall be elected for a term of  three
     years  and until their successors are elected and qualified.
     Such  classes shall be as nearly equal in number as the then
     total  number of directors constituting the entire board  of
     directors  shall  permit, exclusive of  directors,  if  any,
     elected  by  holders of preferred stock, with the  terms  of
     office  of  all  members of one class  expiring  each  year.
     Should  the number of directors not be equally divisible  by
     three, the excess director or directors shall be assigned to
     Classes I or II as follows: (1) if there shall be an  excess
     of  one  directorship over the number equally  divisible  by
     three, such extra directorship shall be classified in  Class
     I; and (2) if there be an excess of two directorships over a
     number  equally divisible by three, one shall be  classified
     in  Class  I and the other in Class II. At the first  annual
     meeting  of  stockholders, directors of  Class  I  shall  be
     elected  to  hold office for a term expiring  at  the  third
     succeeding  annual  meeting  of stockholders,  directors  of
     Class  I shall be elected to hold office for a term expiring
     at  the  third annual meeting of stockholders, directors  of
     Class  III  shall  be  elected to hold  office  for  a  term
     expiring  at the third succeeding annual meeting thereafter.
     Thereafter, at each succeeding annual meeting, directors  of
     each   class   shall  be  elected  for  three  year   terms.
     Notwithstanding the foregoing, the director whose term shall
     expire  at any annual meeting shall continue to serve  until
     such time as his successor shall have been duly elected  and
     shall  have  qualified unless his position on the  board  of
     directors  shall  have been abolished  by  action  taken  to
     reduce  the  size of the board of directors  prior  to  said
     meeting.
     Should  the  number  of  directors  of  the  Corporation  be
reduced, the directorship(s) eliminated shall be allocated  among
classes  as appropriate so that the number of directors  in  each
class  is  as  specified  in  the position(s)  to  be  abolished.
Notwithstanding  the  foregoing, no decrease  in  the  number  of
directors  shall have the effect of shortening the  term  of  any
incumbent  director.  Should  the  number  of  directors  of  the
Corporation be increased, other than for directors which  may  be
elected  by  the  holders  of  preferred  stock,  the  additional
directorships shall be allocated among classes as appropriate  so
that the number of directors in each class is as specified in the
immediately preceding paragraph.
     Whenever  the holders of any one or more series of preferred
stock  of the Corporation shall have the right, voting separately
as  a  class,  to elect one or more directors of the Corporation,
the board of directors shall consist of said directors so elected
in  addition to the number of directors fixed as provided in this
Article X. Notwithstanding the foregoing, and except as otherwise
may  be required by law, whenever the holders of any one or  more
series  of preferred stock of the Corporation, the terms  of  the
director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders.

                           ARTICLE XI

                      Removal of Directors
     Notwithstanding any other provision of this  Certificate  or
the bylaws, any director or the entire board of directors may  be
removed,  at  any  time,  but only for  cause  and  only  by  the
affirmative  vote of the holders of at least 75%  of  the  voting
power  of  the  outstanding  shares  of  capital  stock  of   the
Corporation  entitled  to  vote  generally  in  the  election  of
directors  (considered for this purpose as one class) cast  at  a
meeting   of   the   stockholders  called   for   that   purpose.
Notwithstanding the foregoing, whenever the holders of any one or
more series of preferred stock of the Corporation shall have  the
right,  voting  separately  as a class,  to  elect  one  or  more
directors  of the Corporation, the preceding provisions  of  this
Article  XI  shall  not apply with respect  to  the  director  or
directors elected by such holders of preferred stock.

                           ARTICLE XII

                  Acquisition of Capital Stock
A.   For the purpose of this Article:
     (1)  The  term "Act" shall mean the Securities Exchange  Act
          of 1934, as amended, and any successor statute.
     (2)  The  term  "acting in concert" shall mean  (i)  knowing
          participation in a joint activity or conscious parallel
          action towards a common goal whether or not pursuant to
          an express agreement, and (ii) a combination or pooling
          of  voting  or  other  interest  in  the  Corporation's
          outstanding  shares  of  capitol  stock  for  a  common
          purpose,   pursuant  to  any  contract,  understanding,
          relationship,  agreement or other arrangement,  whether
          written or otherwise.
     (3)  The  term "acquire," "acquisition" or "acquiring"  with
          respect  to  the  acquisition of any  security  of  the
          Corporation  shall  refer to the  acquisition  of  such
          security  by  any  means whatsoever, including  without
          limitation, an acquisition of such security by gift, by
          operation  of  law,  by will or by  intestacy,  whether
          voluntarily or involuntarily.
     (4)  The  term  "Code"  means the Internal Revenue  Code  of
          1986, as amended, and any successor statute.
     (5)  The  term "Common Stock" means all Common Stock of  the
          Corporation  and  any other securities  issued  by  the
          Corporation (other than the Warrants) which are treated
          as stock for purposes of Section 382 of the Code.
     (6)  The  term "Fair Market Value" of the Common Stock shall
          mean  the  average of the daily closing prices  of  the
          Common Stock for 15 consecutive trading days commencing
          20 trading days before the date of such computation The
          closing  price is the last reported sale price  on  the
          principal securities exchange on which the Common Stock
          is  listed or, if the Common Stock is not listed on any
          national   securities  exchange,  the  NASDAQ  National
          Marked   System,  or,  if  the  Common  Stock  is   not
          designated  for  trading on the NASDAQ National  Market
          System, the average of the closing bid and asked prices
          as  reported  on  NASDAQ or, if  not  so  reported,  as
          furnished    by    the   National   Quotation    Bureau
          Incorporated.  In the absence of such a quotation,  the
          Corporation shall determine the current market rice  on
          a  reasonable and appropriate basis of the  average  of
          the  daily  closing  prices for 15 consecutive  trading
          days commencing 20 trading days before the date of such
          computation.
     (7)  The  term "own," "owing," "ownership" or "owning" refer
          to  the  ownership of securities within the meaning  of
          Section  382 of the Code after taking into account  the
          attribution rules of Section 382(l)(3) of the Code  and
          the  regulations promulgated hereunder (except  insofar
          as   such   attribution  would  be  inconsistent   with
          provisions of this Article XII relating to Warrants).
     (8)  The  term  "Person"  shall mean any  individual,  firm,
          corporation, partnership, joint venture or other entity
          and shall include any group composed of such person and
          any other person with whom such person or any Affiliate
          or  Associate (as those terms are defined in Rule 12b-2
          of  the General Rules and Regulations under the Act) of
          such   person   has  any  agreement,   arrangement   or
          understanding, directly or indirectly, for the purposes
          of  acquiring, holding, voting or disposing  of  Common
          Stock or Warrants, and any other person who is a member
          of such group.
     (9)  The term "Transfer Agent" shall mean the transfer agent
          with   respect  to  the  Common  Stock  nominated   and
          appointed by the Board of Directors from time to time.
     (10) The term "Warrant" shall mean any securities issued  or
          assumed  by the Corporation, or any securities issuable
          by  the  Corporation  in respect to  issued  securities
          which  are convertible into, or which include the right
          to  acquire, shares of Common Stock, whether or not the
          right to make such conversion or acquisition is subject
          to  any  contingencies, including, without  limitation,
          warrants,   options,   calls,  contracts   to   acquire
          securities, convertible debt instruments or  any  other
          interests  treated  as an option  pursuant  to  Section
          382(l)(3) of the Code.
     (11) The  term "Warrant Agent" shall mean any warrant  agent
          for  any Warrants nominated and appointed by the  Board
          of Directors from time to time.
B.
     (1)  If, at any time during the ten years from the effective
          date of this Certificate, any Person shall acquire  the
          beneficial ownership (as determined pursuant  to  Rules
          13d-3 and 13d-5 under the Act) of more than 20% of  any
          class  of  Common  Stock, then the  record  holders  of
          Common  stock  beneficially  owned  by  such  acquiring
          Person  shall have only the voting rights set forth  in
          this paragraph B on any matter requiring their vote  or
          consent. With respect to each vote in excess of 20%  of
          the  voting power of the outstanding shares  of  Common
          Stock  which  such  record holders would  otherwise  be
          entitled  to  cast  without  giving  effect   to   this
          paragraph B, the record holders in the aggregate  shall
          be  entitled to cast only one-hundredth of  a  vote.  A
          Person who is a record owner of shares of Common  Stock
          that are beneficially owned simultaneously by more than
          one person shall have, with respect to such shares, the
          right  to  cast  the least number of  votes  that  such
          person would be entitled to cast under this paragraph B
          by virtue of such shares being so beneficially owned by
          any  of  such  acquiring Persons.  The  effect  of  the
          reduction in voting power required by this paragraph  B
          shall be given effect in determination the presence  of
          a  quorum  for purposes of convening a meeting  of  the
          stockholders of the Corporation..
     (2)   The  limitation  on voting rights prescribed  by  this
paragraph B shall terminate and be of no force and effect  as  of
the earliest to occur of:
     (i)   the date that any person becomes the beneficial  owner
of  shares of stock representing at least 75% of the total number
of votes entitled to be cast in respect of all outstanding shares
of  stock,  before  giving  effect  to  the  reduction  in  votes
prescribed by this paragraph B; or
     (ii)  the date (the "Reference Date") one day prior  to  the
date  on  which, as a result of such limitation of voting rights,
the  Common Stock will be delisted from (including by ceasing  to
be  temporarily or provisionally authorized for listing with) the
New  York  Stock  Exchange (the "NYSE")  or  the  American  Stock
Exchange  (the "AMEX"), or be no longer authorized for  inclusion
(including   by  ceasing  to  be  provisionally  or   temporarily
authorized   for  inclusion)  on  the  National  Association   of
Securities  Dealers,  Inc.  Automated  Quotation  System/National
Market  System ("NASDAQ/NMS"); provided, however, that  (a)  such
termination shall not occur until the earlier of (x) the 90th day
after  the  Reference Date or (y) the first day  on  or  after  a
Reference  Date that there is not pending a proceeding under  the
rules  of  the  NYSE,  the AMEX or the NASDAQ/NMS  or  any  other
administrative or judicial proceeding challenging such  delisting
or  removal  of authorization of the Common Stock, an application
for  listing of the Common stock with the NYSE or the AMEX or for
authorization  for  the  Common Stock  to  be  including  on  the
NASDAQ/NMS,  or  an appeal with respect to any such  application,
and  (b)  such  termination shall not occur  by  virtue  of  such
delisting or lack of authorization if on or prior to the  earlier
of  the 90th day after the Reference Date or the day on which  no
proceeding,  application or appeal of the type described  in  (y)
above  is  pending, the Common Stock is approved for  listing  or
continued  listing  on  the NYSE or the AMEX  or  authorized  for
inclusion or continued inclusion on the NASDAQ/NMS (including any
such   approval   or   authorization  which   is   temporary   or
provisional). Nothing contained herein shall be construed  so  as
to prevent the Common Stock from continuing to be listed with the
NYSE or AMEX or continuing to be authorized for inclusion on  the
NASDAQ/NMS in the event that the NYSE, AMEX or NASDAQ/NMS, as the
case  may  be, adopts a rule or is governed by an order,  decree,
ruling  or  regulation of the Securities and Exchange  Commission
which  provides in whole or in part that companies having  common
stock  with differential voting rights listed on the NYSE or  the
Amex  or  authorized for inclusion on the NASDAQ/NMS may continue
to be so listed or included.
     C.    The  restrictions contained in this Article XII  shall
not apply to (1) any underwriter or member of an underwriting  or
selling group involving a public sale or resale of securities  of
the  Corporation or a subsidiary thereof; provided, however, that
upon completion of the sale or resale of such securities, no such
underwriter or member of such selling group is a beneficial owner
of  more  than  4.9%  of  any class of  equity  security  of  the
Corporation, (2) any revocable proxy granted pursuant to a  proxy
solicitation  in  compliance with section 14  of  the  Act  by  a
stockholder of the Corporation or (3) any employee benefit  plans
of  the Corporation. In addition, the Continuing Directors of the
Corporation,  the officers and employees of the  Corporation  and
its   subsidiaries,   the  directors  of  subsidiaries   of   the
Corporation,  the employee benefit plans of the  Corporation  and
its  subsidiaries,  entities  organized  or  established  by  the
Corporation  or any subsidiary thereof pursuant to the  terms  of
such  plans  and  trustees and fiduciaries with respect  to  such
plans  acting in such capacity shall not be deemed to be a  group
with respect to their beneficial ownership of voting stock of the
Corporation  solely by virtue of their being directors,  officers
or  employees  of the Corporation or a subsidiary thereof  or  by
virtue  of  the  Continuing Directors  of  the  Corporation,  the
officers  and  employees of the Corporation and its  subsidiaries
and  the  directors  of  subsidiaries of  the  Corporation  being
fiduciaries or beneficiaries of an employee benefit plan  of  the
Corporation  or  a subsidiary of the Corporation. Notwithstanding
the   foregoing,  no  director,  officer  or  employee   of   the
Corporation  or any of its subsidiaries or group of any  of  them
shall  be  exempt from the provisions of this Article XII  should
any  such person or group become a beneficial owner of more  than
20% of any class of equity security of the Corporation.
D.   A  majority  of  the  Continuing Directors,  as  defined  in
     Article XIII, shall have the power to construe and apply the
     provisions of paragraphs B, C and D of this Article XII  and
     to   make  all  determinations  necessary  or  desirable  to
     implement  such  provisions, including but  not  limited  to
     matters   with   respect  to  (1)  the  number   of   shares
     beneficially owned by any person, (2) whether a  person  has
     an  agreement, arrangement or understanding with another  as
     to  the  matters referred to in the definition of beneficial
     ownership,  (3) the application of any other  definition  or
     operative  provision of this Article XII to the given  facts
     or  (4)  any  other matter relating to the applicability  or
     effect  of  paragraphs B, C and D of this Article  XII.  Any
     constructions, applications, or determinations made  by  the
     Continuing Directors pursuant to paragraphs B, C  and  D  of
     this  Article  XII in good faith and on the  basis  of  such
     information and assistance as was then reasonably  available
     for  such  purpose shall be conclusive and binding upon  the
     Corporation and its stockholders.
E.   All  certificates evidencing ownership of  Common  Stock  or
     ownership  of  Warrants  of  the Corporation  shall  bear  a
     conspicuous   legend   in  compliance   with   the   General
     Corporation  Law of Delaware describing the restrictions  on
     transfers set forth in this Article XII.
F.   If  any provision of this Article XII or any application  of
     any  such  provision  is determined to  be  invalid  by  any
     federal  or state court having jurisdiction over the issues,
     the  validity  of  the  remaining provisions  shall  not  be
     affected  and other applications of such provision shall  be
     affected  only  to the extent necessary to comply  with  the
     determination of such court.

                          ARTICLE XIII

            Approval of Certain Business Combinations
     The   stockholder   vote  required   to   approve   Business
Combinations  (as hereinafter defined) shall be as set  forth  in
this section.
A..
     (1)  Except  as otherwise expressly provided in this Article
          XIII,  and  in addition to any other vote  required  by
          law,   the  affirmative  vote  required  by  law,   the
          affirmative vote of the holders of (i) at least 75%  of
          the voting power of the outstanding shares entitled  to
          vote thereon (and, if any class or series of shares  is
          entitled  to  vote thereon separately  the  affirmative
          vote  of the holders of at least 75% of the outstanding
          shares of each such class or series), and (ii) at least
          a  majority of the outstanding shares entitled to  vote
          thereon, not including shares deemed beneficially owned
          by  a Related Person (as hereinafter defined), shall be
          required in order to authorize any of the following:
          (a)  any merger or consolidation of the Corporation  or
               a  subsidiary of the Corporation with  or  into  a
               Related person (as hereinafter defined);
          (b)  any  sale,  lease,  exchange,  transfer  or  other
               disposition,   including  without  limitation,   a
               mortgage or pledge, of all or any Substantial Part
               (as  hereinafter  defined) of the  assets  of  the
               Corporation  (including  without  limitation   any
               voting  securities  of  a  subsidiary)  or  of   a
               subsidiary, to a Related Person;
          (c)  any  merger  or consolidation of a Related  Person
               with  or  into the Corporation or a subsidiary  of
               the Corporation;
          (d)  any  sale,  lease,  exchange,  transfer  or  other
               disposition of all or any Substantial Part of  the
               assets of a Related Person to the Corporation or a
               subsidiary of the Corporation;
          (e)  the  issuance of any securities of the Corporation
               or  a  subsidiary of the Corporation to a  Related
               Person  other  than  on a pro rata  basis  to  all
               holders of capital stock of the Corporation of the
               same  class or classes held by the Related person,
               pursuant  to  a  stock split,  stock  dividend  or
               distribution or warrants or rights, and other than
               in  connection with the exercise or conversion  of
               securities  exercisable for  or  convertible  into
               securities  of  the  Corporation  or  any  of  its
               subsidiaries    which   securities    have    been
               distributed  pro  rata to all holders  of  capital
               stock of the Corporation;
          (f)  the acquisition by the Corporation or a subsidiary
               of  the Corporation of any securities of a Related
               Person;
          (g)  any  reclassification of the common stock  of  the
               Corporation, or any recapitalization involving the
               common  stock  of the Corporation or  any  similar
               transaction  (whether  or  not  with  or  into  or
               otherwise involving a Related Person) that has the
               effect  directly or indirectly, of  increasing  by
               more  than  1%  the  proportionate  share  of  the
               outstanding  shares  of any  class  of  equity  or
               convertible securities of the Corporation  or  any
               subsidiary  that are directly or indirectly  owned
               by any Related Person; and
          (h)  any   agreement,  contract  or  other  arrangement
               providing for any of the transactions described in
               this Article XIII.
     (2)  Such affirmative vote shall be required notwithstanding
          any  other provision of this Certificate, any provision
          of  law, or any agreement with any regulatory agency or
          national  securities  exchange  which  might  otherwise
          permit  a  lesser  vote or no vote; provided,  however,
          that  in  no  instance  shall the  provisions  of  this
          Article  XIII require the vote of greater than  85%  of
          the voting power of the outstanding shares entitled  to
          vote   thereon   for  the  approval   of   a   Business
          Combination.
     (3)  The term "Business Combination" as used in this Article
          XIII shall mean any transaction which is referred to in
          any  one  or more of subparagraphs A(1)(a) through  (h)
          above.
B.   The provisions of paragraph A shall not be applicable to any
     particular   Business   Combination,   and   such   Business
     Combination shall require only such affirmative vote  as  is
     required  by  any  other provision of this Certificate,  any
     provision  of  law,  or any agreement  with  any  regulatory
     agency  or  national securities exchange,  if  the  Business
     Combination shall have been approved in advance  by  a  two-
     thirds  vote  of  the Continuing Directors  (as  hereinafter
     defined; provided, however, that such approval shall only be
     effective  if  obtained at a meeting at which  a  continuing
     Director Quorum (as hereinafter defined) is present.
C.   For   the  purposes  of  this  Article  XIII  the  following
     definitions apply:
     (1)  The  term  "Related Person" shall mean and include  (i)
          any   individual,  corporation,  partnership  or  other
          person  or  entity which together with its "affiliates"
          or "associates" (as those terms are defined in the Act)
          "beneficially  owns" (as that there is defined  in  the
          Act)  in  the  aggregate 10% or more of the outstanding
          shares of the common stock of the Corporation; and (ii)
          any  "affiliate"  or "associate" (as  those  terms  are
          defined   in   the   Act)  of  any   such   individual,
          Corporation,  partnership or other  person  or  entity;
          provided, however, that the term "Related Person" shall
          not  include  the  Corporation, any subsidiary  of  the
          Corporation, any employee benefit plan, employee  stock
          plan  of  the Corporation or of any subsidiary  of  the
          Corporation,   or   any  trust   established   by   the
          Corporation  in connection with the foregoing,  or  any
          person  or entity organized, appointed, established  or
          holding shares of capital stock of the Corporation  for
          or  pursuant to the terms of any such plan,  nor  shall
          such  term  encompass shares of capital  stock  of  the
          Corporation  held by any of the foregoing  (whether  or
          not held in a fiduciary capacity or otherwise). Without
          limitation,  any  shares of the  common  stock  of  the
          Corporation which any Related Person has the  right  to
          acquire pursuant to any agreement, or upon exercise  or
          conversion  rights, warrants or options, or  otherwise,
          shall  be  deemed "beneficially owned" by such  Related
          Person.
     (2)  The term "Substantial Part" shall mean more than 25% of
          the  total assets of the entity at issue, as of the end
          of its most recent fiscal year ending prior to the time
          the determination is made.
     (3)  The term "Continuing Director" shall mean any member of
          the board of directors who is unaffiliated with and who
          is not the Related Person and was a member of the board
          prior  to  the  time that the Related Person  became  a
          Related  Person,  and  any successor  of  a  Continuing
          Director  who is unaffiliated with and who is  not  the
          Related   Person  and  is  recommended  to  succeed   a
          Continuing   Director  by  a  majority  of   Continuing
          Directors then on the board.
     (4)  The  term "Continuing Director Quorum" shall mean  two-
          thirds   of   the  Continuing  Directors   capable   of
          exercising the powers conferred on them.

                           ARTICLE XIV

               Evaluation of Business Combinations
     In   connection  with  the  exercise  of  its  judgment   in
determining what is in the best interests of the Corporation  and
of  the stockholders, when evaluating a Business Combination  (as
defined in Article XIII) or a tender or exchange offer, the board
of  directors shall, in addition to considering the  adequacy  of
the  amount  to be paid in connection with any such  transaction,
consider all of the following factors and any other factors which
it  deems  relevant; (A) the social and economic effects  of  the
transaction  on  the Corporation and its subsidiaries,  employees
and customers, creditors and other elements of the communities in
which  the  Corporation  and  its  subsidiaries  operate  or  are
located;  (B)  the business and financial condition and  earnings
prospects of the acquiring person or entity, including,  but  not
limited   to,   debt   service  and  other   existing   financial
obligations,  financial obligations to be incurred in  connection
with  the  acquisition and other likely financial obligations  of
the  acquiring person or entity and the possible effect  of  such
conditions upon the Corporation and obligations of the  acquiring
person or entity and the possible effect of such conditions  upon
the  Corporation and its subsidiaries and the other  elements  of
the  communities  in which the Corporation and  its  subsidiaries
operate  or are located; and (C) the competence, experience,  and
integrity  of  the acquiring person or entity and  its  or  their
management.

                           ARTICLE XV

                         Indemnification
A.   Persons.  The  Corporation shall indemnify,  to  the  extent
     provided in paragraphs B, D or F:
     (1)  any person who is or was a director, officer, employee,
          or agent of the Corporation; and
     (2)  any  person  who serves or served at the  Corporation's
          written  request  as  a  director,  officer,  employee,
          agent,  partner  or  trustee  of  another  corporation,
          partnership, joint venture, trust or other enterprise.
B.   Extent -- Derivative Suits. In case of a threatened, pending
     or  completed  action  or suit by or in  the  right  of  the
     Corporation against a person named in paragraph A by  reason
     of  his  holding  a  position  named  in  paragraph  A,  the
     Corporation shall indemnify him if he satisfies the standard
     in  paragraph C, for expenses (including attorneys' fees but
     excluding   amounts   paid  in  settlement)   actually   and
     reasonably incurred by him in connection with the defense or
     settlement of the action or suit.
C.   Standard  --  Derivative Suits. In  case  of  a  threatened,
     pending  or completed action or suit by or in the  right  of
     the  Corporation,  a person named in paragraph  A  shall  be
     indemnified only if:
     (1)  he is successful on the merits or otherwise; or
     (2)  he  acted in good faith in the transaction which is the
          subject  of  the  suit or action, and in  a  manner  he
          reasonably  believed to be in, or not opposed  to,  the
          best  interests of the Corporation, including, but  not
          limited  to,  the  taking of any  and  all  actions  in
          connection  with  the  Corporation's  response  to  any
          tender offer or any offer or proposal of another  party
          to  engage  in  a Business Combination (as  defined  in
          Article  XIII) not approved by the board of  directors.
          However, he shall not be indemnified in respect of  any
          claim, issue or matter as to which he has been adjudged
          liable  to  the  Corporation unless (and  only  to  the
          extent  that) the court in which the suit  was  brought
          shall  determine,  upon application, that  despite  the
          adjudication  but in view of all the circumstances,  he
          is fairly and reasonably entitled to indemnity for such
          expenses as the court shall deemed proper.
D.   Extent  --  Nonderivative Suits. In case  of  a  threatened,
     pending  or  completed suit, action or  proceeding  (whether
     civil,  criminal,  administrative or  investigative),  other
     than  a suit by or in the right of the Corporation, together
     hereafter  referred to as a "nonderivative suit," against  a
     person  named  in  paragraph A by reason of  his  holding  a
     position  named  in  paragraph  A,  the  Corporation   shall
     indemnify  him if he satisfies the standard in paragraph  E,
     for  amounts  actually and reasonably  incurred  by  him  in
     connection   with   the  defense  or   settlement   of   the
     nonderivative  suit,  including,  but  not  limited  to  (1)
     expenses  (including attorneys' fees), (2) amounts  paid  in
     settlement, (3) judgments, and (4) fines.
E.   Standard  -- Nonderivative Suits. In case of a nonderivative
     suit,  a  person  named in paragraph A shall be  indemnified
     only if:
     (1)  he is successful on the merits or otherwise; or
     (2)  he  acted in good faith in the transaction which is the
          subject  of the nonderivative suit and in a  manner  he
          reasonably  believed to be in, or not opposed  to,  the
          best  interests of the Corporation, including, but  not
          limited  to,  the  taking of any  and  all  actions  in
          connection  with  the  Corporation's  response  to  any
          tender offer or any offer or proposal of another  party
          to  engage  in  a Business Combination (as  defined  in
          Article  XIII) not approved by the board  of  directors
          and, with respect to any criminal action or proceeding,
          he  had no reasonable cause to believe his conduct  was
          unlawful.  The termination of a nonderivative  suit  by
          judgment, order, settlement, conviction, or upon a plea
          of  nolo  contendere or its equivalent  shall  not,  in
          itself, create a presumption that the person failed  to
          satisfy the standard of this paragraph E(2).
F.   Determination  That Standard Has Been Met.  A  determination
     that the standard of paragraph C or E has been satisfied may
     be  made by a court; or, except as stated in paragraph  C(2)
     (second sentence), the determination may be made by:
     (1)  the  board of directors by a majority vote of a  quorum
          consisting of directors of the Corporation who were not
          parties to the action, suit or proceeding; or
     (2)  independent  legal counsel (appointed by a majority  of
          the disinterested directors of the Corporation, whether
          or not a quorum) in a written opinion; or
     (3)  the stockholders of the Corporation.
     G.     Proration.   Anyone  making  a  determination   under
paragraph  F may determine that a person has met the standard  as
to  some matters but not as to others, and may reasonably prorate
amounts to be indemnified.
     H.    Advance Payment. The Corporation may, but shall not be
obligated  to, pay in advance any expenses (including  attorneys'
fees)   which   may  become  subject  to  indemnification   under
paragraphs A through G if:
     (1)  the board of directors authorizes the specific payment;
          and
     (2)  the  person receiving the payment undertakes in writing
          to  repay the same if it is ultimately determined  that
          he   is   not  entitled  to  Indemnification   by   the
          Corporation under paragraphs A through G.
I.   Nonexclusive.  The  indemnification and advance  payment  of
     expenses  provided by paragraphs A through H  shall  not  be
     exclusive  of  any other rights to which  a  person  may  be
     entitled  by law, bylaw, agreement, vote of stockholders  or
     disinterested directors, or otherwise.
J.   Continuation. The indemnification provided by  this  Article
     XV  shall be deemed to be a contract between the Corporation
     and  the persons entitled to indemnification thereunder, and
     any  repeal  or modification of this Article  XV  shall  not
     affect  any rights or obligations then existing with respect
     to  any  state of facts then or theretofore existing or  any
     action, suit or proceeding theretofore or thereafter brought
     based in whole or in part upon any such state of facts.  The
     indemnification and advance payment provided by paragraphs A
     through  H  shall continue as to a person who has ceased  to
     hold a position named in paragraph A and shall inure to  his
     heirs, executors and administrators.
K.   Insurance.   The  Corporation  may  purchase  and   maintain
     insurance on behalf of any person who holds or who has  held
     any  position  named in paragraph A, against  any  liability
     incurred by him in any such position, or arising out of  his
     status  as  such, whether or not the Corporation would  have
     power   to  indemnify  him  against  such  liability   under
     paragraphs A through H.
L.   Savings  Clause.  If this Article XV or any  portion  hereof
     shall be invalidated on any ground by any court of competent
     jurisdiction,   then  the  Corporation  shall   nevertheless
     indemnify each director, officer, employee, and agent of the
     Corporation  as  to costs, charges, and expenses  (including
     attorneys'  fees),  judgments, fines, and  amounts  paid  in
     settlement  with respect to any action, suit, or proceeding,
     whether  civil,  criminal, administrative, or investigative,
     including an action by or in the right of the Corporation to
     the  full extent permitted by any applicable portion of this
     Article XV that shall not have been invalidated and  to  the
     full extent permitted by applicable law.

                           ARTICLE XVI

               Limitations on Directors' Liability
     A director of the Corporation shall not be personally liable
to  the Corporation or its stockholders for monetary damages  for
breach  of  fiduciary  duty as a director, except:  (a)  for  any
breach  of  the director's duty of loyalty to the Corporation  or
its  stockholders, (B) for acts or omissions that are not in good
faith  or  that  involve  intentional  misconduct  or  a  knowing
violation   of  law,  (C)  under  Section  174  of  the   General
Corporation  Law  of  the  State of  Delaware,  or  (D)  for  any
transaction from which the director derived any improper personal
benefit.  If the General Corporation law of the State of Delaware
is  amended  after  the  date of filing of  this  Certificate  to
further  eliminate or limit the personal liability of  directors,
then  the  liability  of a director of the Corporation  shall  be
eliminated  or  limited to the fullest extent  permitted  by  the
General Corporation Law of the State of Delaware, as so amended.
     Any repeal or modification of the foregoing paragraph by the
stockholders  of the Corporation shall not adversely  affect  any
right or protection of a director of the Corporation existing  at
the time of such repeal or modification.

                          ARTICLE XVII

                       Amendment of Bylaws
     In furtherance and not in limitation of the powers conferred
by  statute,  the board of directors is expressly  authorized  to
adopt,  repeal, alter, amend and rescind the bylaws by a vote  of
two-thirds of the board of directors. Notwithstanding  any  other
provision  of this Certificate or the bylaws, and in addition  to
any  affirmative  vote required by law (and  notwithstanding  the
fact  that  some lesser percentage may be specified by law),  the
bylaws  shall be adopted, repealed, altered, amended or rescinded
by  the  stockholders of the Corporation only by the vote of  the
holders  of  not  less  than  75% of  the  voting  power  of  the
outstanding  shares of capital stock of the Corporation  entitled
to  vote  generally in the election of directors (considered  for
this  purpose  as  one class) cast at a meeting  of  stockholders
called for that purpose or by proxy (provided that notice of such
proposed adoption, repeal, alteration, amendment or rescission is
included  in the notice of such meeting r in such proxy)  or,  as
set forth above, by the board of directors.

                          ARTICLE XVIII

            Amendment of Certificate of Incorporation
     Subject  to the provisions hereof, the Corporation  reserves
the  right  to  repeal,  alter, amend or  rescind  any  provision
contained  in  this Certificate in the manner  now  or  hereafter
prescribed  by  law,  and  all rights conferred  on  stockholders
herein  are  granted subject to this reservation. Notwithstanding
the  foregoing at any time and from time to time, the  provisions
set  forth in Articles VIII, IX, X, XI, XII, XIII, XIV, XV,  XVI,
XVII and this Article XVIII may be repealed, altered, amended  or
rescinded  in  any respect only if the same is  approved  by  the
affirmative  vote  of the holders of not less  than  75%  of  the
voting  power of the outstanding shares of capital stock  of  the
Corporation  entitled  to  vote  generally  in  the  election  of
directors (considered for this purpose as a single class) cast at
a meeting of the stockholders called for that purpose or by proxy
(provided   that  notice  of  such  proposed  adoption,   repeal,
alteration, amendment or rescission is included in the notice  of
such meeting or in such proxy).

                           ARTICLE XIX

          The name and address of the incorporator is:

     Terry Kirby   [or is someone else at a different address
preferable]
     411-1200 West Pender Street
     Vancouver, British Columbia  V6E 2S9
     Canada
     I,  THE UNDERSIGNED, being the incorporator, for the purpose
of  forming a corporation pursuant to the General Corporation Law
of  Delaware, do make and file this Certificate of Incorporation,
hereby declaring and certifying that the facts herein stated  are
true,  and accordingly have hereunto set my hand this ___ day  of
[needs to be filled in]., 1999.

                                   /s/Terry Kirby
                                   Terry Kirby

  b)   2.2    By-Laws