ARTICLES OF RE-INCORPORATION

OF
___________________________________

as previously incorporated in __________

This corporation is re-incorporated pursuant to the Business Corporation Ordinance of 1991 of the Dominion of Melchizedek.

ARTICLE I. NAME

The name of this corporation is:

ARTICLE II. REGISTERED AGENT

The registered agent of the Corporation may or may not be located within or without the Dominion of Melchizedek, and initially shall be :

The Islands of Melchizedek
Satellite phone: 00-872-683137397 Fax: 00-872-683137398
Mail routing: Embassy of Melchizedek
PO Box 99, Yarralumla, ACT 2600, Australia

ARTICLE III. DURATION

The Corporation shall have perpetual existence.

ARTICLE IV. PURPOSES

The purposes for which this Corporation is organized are: To function as a holding company and to engage in any lawful business.

ARTICLE V. POWERS

The Corporation shall have and exercise the following powers:
(1) Statutory Powers. To have and exercise all the powers implied or specified
by law or in any regulation promulgated pursuant thereto as it now exists or as it may be amended.
(2) Natural Persons. To do any and all things herein set forth to the same extent
as natural persons might and could do in any part of the world as principal agents, brokers, solicitors, adjusters, representatives or otherwise, either alone or in the company of others.
(3) Attorney-in-fact. To appoint a duly authorized attorney-in-fact, with full
authority to bind this Corporation in all matters as fully and completely as a natural person in law could do.
(4) Officers, Agents, Employees and Compensation. To appoint and elect
agents and officers and to hire employees; to define their duties; to fix their compensation; and to pay pensions, establish pension plans, profit-sharing plans, and other incentive plans for any or all of its directors, agents, officers, and employees.
(5) Contracts. To enter into, make, perform and carry out contracts of every
kind and for any lawful purpose consistent with the purposes of this Corporation, without limit as to amount, with any person, firm association, corporation, municipality, or government or any sub-division, district or department thereof.
(6) Borrowing. To borrow money from time to time, without limit as to amount,
to issue bonds, debentures, notes and other obligations of this Corporation from time to time, for any of the objectives or purposes of this Corporation , and to mortgage, pledge, hypothecate, and/or convey in trust any or all of its property to secure the payment thereof.
(7) Agencies and Joint Venture. To act as agent or representative for any
domestic or foreign corporations, associations, partnerships, individuals, or other entities, corporations associations, partnerships, individuals or other entities.
(8) Payments for Services. To make payments either in money or any other
valuable property, as may from time to time be deemed expedient, for services of any kind rendered or advice received.
(9) Payment in Securities. To pay for any rights, or property acquired by the
Corporation in shares of stock, debentures or other securities of the Corporation.
(10) Investment. To lend money for its corporate purposes, invest and reinvest
its funds form time to time, and take and hold any property as security for the payment of funds loaned or invested.
(11) Dealing in Goodwill. To purchase, lease, or otherwise acquire, in whole or
in part, the business, goodwill, rights, franchises, and property of every kind, and to undertake the whole or any part of the assets or liabilities of any person, firm or association, corporation or other entity, and to pay for the same in cash, in stock or bonds of this company or otherwise; to hold or in any manner dispose of the whole or any part of the business or property as acquired, and to exercise all the powers necessary or incidental to the conduct of such business.
(12) Donation. To make donations, irrespective of corporate benefit, for the
public welfare or for community funds, or for hospital, charitable, educational, scientific, civic, or similar purposes.
(13) Guaranty. To promote or assist, financially or otherwise, corporations,
syndicates, partnerships, individuals or association of all kinds and to give any guaranty in connection therewith for the payment of money or of the performance of any obligations or undertaking.
(14) Lending. To advance and lend money on real, personal and mixed
securities, on cash, credit, or other accounts, on policies, bonds, other obligations, or on the deposit of title deeds, wares and merchandise, bills of sale and lading, warehousemen and wharfingers certificates, notes, dock warrants, other mercantile indicia or tokens, bullion, stocks and shares.
(15) Advertising. To advertise for any type of business in any foreign country
where permitted by statue or authority.
(16) Investment Advisor. To provide, render, consult, recommend and advise to
others on investments in securities, commodities, real estate, diamonds, gems, precious metals, stamps, personal property or other assets for compensation.
(17) Consultant. To consult with others on any matter relating to the purposes and
powers of the Corporation for compensation.
(18) Precious Metals. To deal in, assay and refine precious metals.
(19) Securities and Commodities Brokerage. To act as agents for the sale and
purchase of any stocks, shares or securities, or for any other monetary or mercantile transaction.
(20) Issue Securities. To issue debentures, debenture stock, bonds,obligations
and securities of all kinds, and to frame, constitute, and secure the same, as may seem expedient, with full power to make the same, transferable by delivery, or by instrument of transfer or otherwise, and to charge and secure the same by trust, deed or otherwise, on the undertaking of the Corporation, or upon any specific property and rights, present and future, of the Corporation (including, if thought fit, uncalled capital) or otherwise howsoever.
(21) Inventory Financing. To finance or assist in financing the sale of goods,
articles or commodities of any and every kind or description by way of hire, purchase or deferred payment, or similar transactions, and to institute, enter into, carry on, subsidize, finance or assist in subsidizing or financing the sale and maintenance of any goods, articles or commodities of all and every kind and description upon any terms whatsoever, to acquire and discount hire-purchase or other agreements or any rights thereunder (whether proprietary or contractual) and generally to carry on business and to act as bankers, financiers, traders, commission agents, or in any other capacity in any part of the world, and to import, export, buy sell, barter, exchange, pledge, make advances upon or otherwise deal in goods, produce, articles and merchandise.
(22) Real Estate. (a) To purchase, take on lease in exchange, or otherwise
acquire and to hold any lands and buildings within or without the Dominion of Melchizedek, and any estate or interest in , and any rights over or connected with, and such lands and buildings and to pay for the same in money or in shares or other securities of the Corporation or otherwise as the Corporation may see fit.
(b) To develop and turn to account any land acquired by or in which the Corporation is interested, and in particular by laying out and preparing the same for building purposes, construction, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings, and by planting, paving, draining, farming, and cultivation of the same, and by advancing money to, and entering into contracts and arrangements of all kinds with builders, tenants, and others.
(c) To purchase for investment or resale, and deal in land and houses and other property of any tenure and any interest therein, and to make advances upon the security of land or other property, or any interest therein, and to deal in, traffic by way of sale, lease, exchange or otherwise with the land and house property and any other property whether real or personal, and generally to carry on the business of real estate agents and dealers in all its branches.
(d) To purchase, invest in, lease or otherwise acquire, hold, occupy, enjoy, manage, administer, mortgage, pledge, convey, sell or otherwise dispose of any real property, or any shares, stocks, promissory notes, bills of exchange, bonds, undertakings, notes, debentures, mortgages and other securities or any other personal property.
(23) Shipping. (a) To purchase, charter, hire, take in exchange, build or
otherwise acquire and hold steam, motor, air and other ships or vessels with all equipment and furniture, or any share or interests in such ships or vessels, and to maintain, repair, improve, alter, sell, exchange, or let out to hire or charter, or otherwise deal with and dispose of any such ships or vessels or shares therein.
(b) To employ the said ships or vessels in the conveyance of passengers and mails and of goods, merchandise and produce of every kind and description between such ports in any part of the world as may seem expedient.
(24) Bank Accounts. To establish bank accounts in any jurisdiction in the world.
(25) Agencies. To establish agencies in any part of the world and to regulate
and discontinue the same.
(26) Collections. To stipulate for, collect, receive, sue for, and recover all
agreed or reasonable remuneration, together with all legal, usual or customary costs, charges and expenses for all or any of the duties, trusts or services of any kind whatsoever rendered, observed, executed, performed or done in pursuance of any of the powers or objects of the Corporation.
(27) Licenses. To grant licenses or concessions over or in respect of any
property or rights of the Corporation.
(28) Patents. To apply for and take out, purchase or otherwise acquire any
patent rights or inventions, copyrights or secret processes which may be useful for the Corporation's objectives and to grant licenses to use the same.
(29) Acquisitions. To acquire and undertake the whole or any part of the
business, property and liabilities of any person or company carrying on any business which the Corporation is authorized to carry on or possessed of property suitable of the purpose of this Corporation.
(30) Partnerships and Joint Ventures. To enter into partnerships or into any
arrangement for sharing profits, union of interests, cooperation, joint venture, reciprocal concession or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in, any business or transaction capable of being conducted so, directly or indirectly, to benefit this Corporation. And to lend money to, guarantee the contracts of, or otherwise assist any such person or company, and take or otherwise acquire shares and securities of any such company and to sell, hold, re-issue, with or without guarantee, or otherwise seal with the same.
(31) Registered in Foreign Countries. To procure the Corporation to be
registered or recognized in any country or place outside of the Dominion of Melchizedek where permitted by statue or authority.
(32) Ancillary Powers. To have and exercise all powers necessary or convenient
to effect any or all of the purposes for which the corporation is organized.
(33) Execution of Powers. The Corporation may carry out its purposes and
exercise its powers in any venue of The Dominion of Melchizedek or in any foreign country to the extent that these purposes and powers are not forbidden by the laws of that venue of The Dominion of Melchizedek or by that foreign country; and it may limit the purpose or purposes that it proposes to carry out or the powers it proposes to exercise in any application to do business in any venue of The Dominion of Melchizedek or any foreign country.
(34) Directors Authority. The Board of Directors, subject to these specific
Articles of Re-incorporation, shall direct the carrying out of the purposes and exercise the powers of the Corporation without previous authorization or subsequent approval by the shareholders of the corporation.

ARTICLE VI. CAPITALIZATION

(1) Authorized Shares. This Corporation is authorized to issue two (2) classes
of capital stock, common stock ("common") which has voting rights and preferred stock ("preferred") which has no voting rights. Unless otherwise stated, references to "shares" and "stock" shall mean and refer to voting common stock. That the total number of voting common stock authorized that may be issued by the corporation is 50,000,000 shares of stock with a par value of .001 per share. Said shares may be issued by the corporation from time to time for such considerations as may be fixed from time to time by the Board of Directors in registered or bearer form.
(2) Paid-in-Capital. The Corporation's paid-in-capital shall carry over into the
re-incorporation. Payment of additional shares shall be paid in cash or assets into the name of the Corporation designated by the Board of Directors.
(3) Fully Paid Non-Assessable. No stock certificates shall be issued until fully
paid. Payment of shares may be cash, labor done, services actually rendered, debts or canceled securities, tangible or intangible property actually received or amounts transferred to capital from any surplus of the corporation upon the issue of shares as a stock dividend, except for shares set forth in section (3) above. After fully paying for their shares, the stockholders shall not be liable for any further costs and assessments.
(4) Rights of Common Stockholders. Each holder of common stock, whether
registered or bearer, shall be entitled to one (1) vote for each share of stock held or borne by each stockholder.
(5) Rights of Preferred Stockholders. Each holder or bearer of preferred stock
may be entitled to convert his preferred stock into common stock upon approval and in accordance with the terms and conditions provided by the Board of Directors.

ARTICLE VII. RE-INCORPORATOR(S)

The name(s) of the re0incorporator(s) is (are):
Name Address


ARTICLE VIII. CURRENT DIRECTOR(S) AND OFFICER(S)

Current Director(s). The names and addresses of the Director(s) qualified are as follows:
Name Address


Current Officer(s). The name(s) and respective position(s) of the officer(s) selected to serve until their successors are chosen and qualified are as follows:
Name Address


ARTICLE IX. MANAGEMENT

(1) Board of Directors. The corporate powers, business and affairs of the
Corporation shall be exercised, conducted and controlled by the Board of Directors, comprising one (1) or more director(s), the number of which shall be fixed by Laws.
(2) By -Laws. The Board of Directors shall have authority to make and alter
the By-Laws, subject to the power of the stockholders to amend or repeal them, and any other provision of the law. No amendment to the By-Laws shall be made that alters or removes any provision for the protection of any stockholder, without the prior written approval of the existing stockholders.
(3) Meetings. Meetings of the stockholders, both annual and special, shall be
held at the time and place stated in the By-Laws.
(4) Compensation of Directors. The Board of Directors is authorized to make
provision for resonable compensation to its members for their services as directors and to fix the basis and conditions upon which this compensation shall be paid. Any director may also serve the Corporation in any other capacity and receive compensation therefor in any form.

ARTICLE X. DISPOSITION OF FINANCAL SURPLUS

The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in cash, property, or its own shares out of capital surplus.

ARTICLE XI. DISSOLUTION OR LIQUIDATION

Any voluntary or involuntary dissolution or liquidation of this Corporation shall be governed by the applicable laws, rules and regulations of the Dominion of Melchizedek.

ARTICLES XII. AMENDMENTS TO ARTICLES

This Corporation reserves the right to amend, alter, change, add or repeal any provisions contained in these Articles of Re-incorporation in the manner now or hereafter prescribed by the laws of the Dominion of Melchizedek, and to revise and update these Articles of Re-incorporation where necessary to comply with any amendments or additions to applicable Dominion law, rules or regulations. All rights and powers conferred by these articles of Re-incorporation upon directors, officers and stockholders are granted subject to this reservation.

ARTICLE XII. EXECUTION HEREOF

IN WITNESS WHEREOF, the undersigned has executed these Articles of Re-Incorporation on this _____ day of __________, 20__.

_____________________________________________

Signature of re-incorporator:________________________