ARROW CAPITAL GROUP INC
10SB12G, EX-2.1, 2000-08-25
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                            ARTICLES OF INCORPORATION
                                       OF
                            ARROW CAPITAL GROUP, INC.



         The understand,  acting as incorporator,  pursuant to the provisions of
the laws of the State of Nevada relating to private corporations,  hereby adopts
the following Articles of Incorporation:

         ARTICLE ONE. The name of the corporation is:

                            ARROW CAPITAL GROUP, INC.

         ARTICLE TWO.  Resident Agent.  The initial agent for service of process
is Nevada Agency and Trust Company,  50 West Liberty Street,  Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.

         ARTICLE  THREE.  Purpose.  The  purposes for which the  corporation  is
organized  are to engage in any  activity or business  not in conflict  with the
laws of the State of Nevada or of the  United  States of  America,  and  without
limiting the generally of the foregoing, specifically:

                  I.  OMNIBUS.  To  have  to  exercise  all  the  powers  now or
         hereafter   conferred   by  the  laws  of  the  State  of  Nevada  upon
         corporations organized pursuant to the laws under which the corporation
         is organized and any and all acts amendatory  thereof and  supplemental
         thereto.

                  II.  CARRYING ON BUSINESS  OUTSIDE STATE. To conduct and carry
         on its business or any branch thereof in any state or territyory of the
         United States or in any foreign  countiy in conformity with the laws of
         such state,  territory, or foreign coutnry, and to have and maintain in
         any state,  territory,  or foreign  country a business  office,  plant,
         store or other facility.

                  PURPOSES TO BE  CONSTRUED AS POWERS.  The  purposes  specified
         herein shall be  construed  both as purposes and powers and shall be in
         no wise limited or restricted by reference to, or inference  from,  the
         terms  of any  other  clause  in this  or any  other  article,  but the
         purposes and powers  specified  in each of the clauses  herein shall be
         regarded as  independent  purposes and powers,  and the  enumeration of
         specific  purposes  and  powers  shall  not be  construed  to  limit or
         restrict in any manner the  meaning of general  terms or of the general






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         powers of the  corporation;  nor shall the  expression  of one thing be
         deemed to exclude another, although it be of like nature not expressed.

         ARTICLE FOUR.  CAPITAL STOCK.  The corporation  shall have authority to
issue an aggregate of TEN MILLION  (10,000,000) Common Capital Shares, PAR VALUE
ONE MILL ($0.00 1) per share for a total  capitalization of TEN THOUSAND DOLLARS
($10,000.00)

         The holders of shares of capital stock of the corporation  shall not be
entitled to  pre-emptive  or  preferential  rights to  subscribe to any unissued
stock or any other  securities,  which the  corporation  may now or hereafter be
authorized to issue.

         The  corporation's  capital  stock may be issued  and sold from time to
time for such consideration as may be fixed by the Board of Directors,  provided
that the consideration so fixed is not less than par value.



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