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ARTICLES OF INCORPORATION
OF
FINANCIAL VENTURES, INC.
The undersigned, acting as incorporator of a corporation under the
Florida Business Corporation Act, adopts the following Articles of Incorporation
for such corporation:
ARTICLE I
The name of the corporation is: FINANCIAL VENTURES, INC.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized is to
engage in any type of activity, within or without the United States which is
lawful under the laws of the United States and the State of Florida.
ARTICLE IV
The street address of the initial principal office of the corporation
and the mailing address of the corporation is: 1085 Tamarind Way, S.W., Baca
Raton, Florida 33486.
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ARTICLE V
The total authorized capital stock of this Corporation shall consist of
Fifty Million (50,000,000) shares of voting common stock, having a par value of
$.001 each, amounting in the aggregate to Fifty Thousand Dollars ($50,000.00).
All stock when issued shall be fully paid for and shall be nonassessable and
shares of the Corporation are not to be divided into classes.
The holders of the outstanding capital stock shall be entitled to
receive, when and as declared by the Board of Directors, dividends payable
either in cash, in property, or in shares of the capital stock of the
corporation. In any event, dividends on the common stock of this corporation
shall have no cumulative rights whatsoever and dividends will not accumulate if
the Directors do not declare dividends, whether or not there is a surplus
available to the Board of Directors for the payment of dividends.
Each shareholder of this corporation shall have one vote per share of
issued and outstanding shares.
ARTICLE VI
The street address of the initial registered office of this Corporation
is 1085 Tamarind Way, S.W., Boca Raton, Florida 33486. The initial registered
agent of this Corporation is: LEDYARD H. DEWEES.
ARTICLE VII
This Corporation shall have up to five (5) Directors, under such terms
and conditions as shall be specified in the By-laws
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ARTICLE VIII
The name and address of the person signing these Articles as the
incorporator is:
Ledyard H. DeWees
1085 Tamarind Way, S.W.
Boca Raton, Florida 33486.
ARTICLE IX
The power to adopt, alter, amend or repeal By-laws shall be vested in
the Board of Directors.
ARTICLE X
The Shareholders of this corporation shall not have preemptive rights
to acquire the corporation's unissued shares.
ARTICLE XI
The shareholders shall have the absolute power to adopt, amend, alter,
change or appeal these Articles of Incorporation when proposed and approved at a
stockholder's meeting with not less than a majority vote of the issued and
outstanding common stock.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 3rd day of December, 1996.
/s/ LEDYARD H. DEWEES
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LEDYARD H. DEWEES
INCORPORATOR
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CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
Pursuant to the provisions of Sections 607.0501 or 617.0501, Florida
Statutes, the undersigned corporation, organized under the laws of the State of
Florida, submits the following statement in designating the registered
office/registered agent, in the State of Florida.
1. The name of the corporation is: FINANCIAL VENTURES,
INC.
2. The name and address of the registered agent and
office is:
LEDYARD H. DEWEES
1085 Tamarind Way, S.W.
Boca Raton, Florida 33486
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE
PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT
THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
/s/ LEDYARD H. DEWEES
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LEDYARD H. DEWEES
December 3, 1996
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