<PAGE> 1
ARTICLES OF INCORPORATION
OF
EMN ENTERPRISES, INC.
---------------------------------------------------
ARTICLE I - NAME
The name of this corporation is EMN ENTERPRISES, INC.
ARTICLE II - DURATION
This corporation shall exist perpetually, commencing on the date of
filing of these Articles.
ARTICLE III - PURPOSE
This corporation is organized for the following purposes:
To engage in the business of investing in and/or operating businesses,
and to do all or anything connecting therewith or incidental thereto in
connection with the foregoing; and for the purpose of transacting or all lawful
businesses of any kind or description.
ARTICLE IV - CAPITAL STOCK
This Corporation is authorized to issue 5,000 shares of One Cent
($0.01) par value common stock, which shall be designated "Common Shares".
ARTICLE V - PREEMPTIVE RIGHTS
Every shareholder, upon the sale of any new stock of this corporation
of the same kind, class or series as that which he already holds, shall have
the right to purchase his pro rata share thereof (as nearly as may be done
without issuance of fractional shares) at the price at which it is offered to
others.
ARTICLE VI - INITIAL REGISTERED OFFICE AND
AGENT; REGISTERED AGENT
The street address of the initial registered office of this
corporation is Suite 2001, 1800 NE 114 Street, North Miami, Florida 33181, and
the name of the initial registered agent of this corporation at that address
is: DALE NEWBURG.
<PAGE> 2
The name and street address of the Resident Agent is: DALE NEWBURG,
Suite 2001, 1800 NE 114 Street, North Miami, Florida 33181.
ARTICLE VII - INITIAL BOARD OF DIRECTORS
This corporation shall have one (1) director initially. The number of
all directors may be increased from time to time by the By-Laws, but shall
never be less than one. The name and address of the initial director of this
corporation is:
DALE NEWBURG Suite 12001
1800 NE 114 Street
North Miami, Florida 33181
ARTICLE VIII - INCORPORATOR
The name and the address of the person signing these Articles is:
DALE NEWBURG
Suite 2001
1800 NE 114 Street
North Miami, Florida 33181
ARTICLE IX - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by the law. In addition, this
corporation shall have the power to make any other or further indemnification,
except an indemnification against gross negligence or willful misconduct, under
any By-Law, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action taken in a person's official capacity and as to
action in another capacity while holding such office.
ARTICLE X - AMENDMENT
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, and any
right conferred upon the shareholders is subject to this reservation.
IN WITNESS WHEREOF, the undersigned subscriber has executed these
Articles of Incorporation, on this 30th day of April 1984.
/s/ Dale Newburg
------------------------
DALE NEWBURG, Subscriber
<PAGE> 3
STATE OF FLORIDA X
ss.
COUNTY OF DADE X
BEFORE ME, a Notary Public, authorized to take acknowledgements in the
State and County set forth above, personally appeared DALE NEWBURG, known to me
and known by me to be the person who executed the foregoing Articles of
Incorporation, and she acknowledged before me that she executed those Articles
of Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal in the State and County aforesaid, on this 30th day of April
1984.
/s/ (signature illegible)
--------------------------
NOTARY PUBLIC
My commission expires:
NOTARY PUBLIC STATE OF FLORIDA AT LARGE
MY COMMISSION EXPIRES MAY 16, 1984
BONDED THRU GENERAL INS. UNDERWRITERS
