CERTIFICATE OF INCORPORATION
OF
ROBOTIC SYSTEMS & TECHNOLOGY, INC.
FIRST: The name of the Corporation is ROBOTIC SYSTEMS & TECHNOLOGY,
INC.
SECOND: Its registered office and place of business in the State of
Delaware is to be located at 410 South State Street in the City of Dover, County
of Kent. The Registered Agent in charged thereof is XL CORPORATE SERVICES, INC.
THIRD: The nature of the business and the objects and purposes proposed
to be transacted, promoted and carried on are to do any or all things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
The purpose of the corporation is to engage in. any lawful act
or activity for which corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: The corporation shall be authorized to issue Two Hundred
Seventy-Five Million (275,000,000) Shares of $.00001 Par Value.
FIFTH: The name and address of the incorporator is as follows:
Barbara O. Cramer, 410 South State Street, Dover, Delaware 19901.
SIXTH: The Directors shall have power to make and to alter or amend the
By-Laws; to fix the amount to be reserved as working capital, and to authorize
and cause to be executed, mortgages and liens without limit as to the amount,
upon the property and franchise of this Corporation.
With the consent in writing, and pursuant to a vote of the
holders of a majority of the capital stock issued and outstanding, the Directors
shall have authority to dispose, in any manner, of the whole property of this
corporation.
The By-Laws shall determine whether and to what extent the
account and books of this corporation, or any of them, shall be open to the
inspection of the stockholders; no stockholder shall have any right of
inspecting any account, or book, or document of this Corporation, except as
conferred by the law or the By-Laws; or by resolution of the stockholders.
The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the corporation outside of
the State of Delaware, at such places as may be, from time to time, designated
by the By-Laws or by resolution of the stockholders or directors, except as
otherwise required by the laws of Delaware.
It is the intention that the objects, purposes and powers
specified in thc THIRD paragraph hereof shall, except where otherwise specified
in said paragraph, be nowise limited or restricted by reference to or inference
from the terms of any other clause or paragraph in this certificate of
incorporation, but that the object, purposes and powers specified in the THIRD
paragraph and in each of the clauses or paragraphs of this charter shall be
regarded as independent objects, purposes and powers.
SEVENTH: The corporation shall, to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to tine,
indemnify all persons whom it may indemnify pursuant thereto.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day
of October, 1982.
BARBARA O. CRAMER (SEAL)
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Barbara O. Cramer
