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ARTICLES OF INCORPORATION
OF
INETECOMMERCE.COM, INC.
I.
The name of this corporation is INETECOMMERCE.COM, INC. (hereinafter
"Corporation").
II.
The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
III.
The name and address in the State of California of this Corporation's
initial agent for service of process is:
Noreen Khan
233 Wilshire Boulevard, Suite 510
Santa Monica, CA 90401
IV.
This Corporation is authorized to issue one class of shares of stock to
be designated as "Common Stock." The total number of shares which this
Corporation is authorized to issue is Ten Million (10,000,000) common stock.
V.
The liability of the directors of the Corporation for the monetary
damages shall be eliminated to the fullest extent permissible under California
law.
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VI.
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the Corporation and its shareholders through bylaw provisions or through
written agreements with the agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
to the limits on such excess indemnification set forth in Section 204 of the
California Corporations Code.
Dated: May 25, 1999 /s/ Patti McGlasson
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Patti McGlasson
Incorporator
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