ARTICLES OF INCORPORATION
-------------------------
OF
PROVENCE CAPITAL CORPORATION
ARTICLE I
NAME
----
The name of this corporation is PROVENCE CAPITAL CORPORATION
ARTICLE II
PURPOSE
-------
To engage in business capital ventures and other business permitted
under the laws of the United States and the State of Florida.
ARTICLE III
CAPITAL STOCK
This corporation is authorized to issue 10,000,000 shares of common
stock.
The common stock of the corporation shall have the following
characteristics:
(a) Par value shall be $.0O1 per share.
(b) At all meetings of the stockholders the common
stockholders shall be entitled to cast one (1) vote
for each share of common stock owned. That a common
stockholder is interested in a matter to be voted
upon shall not disqualify him from voting thereon.
(c) Except as otherwise provided by law, the entire
voting power for the election of the directors and
for all other purposes shall be vested exclusively
in the holders of the outstanding common stock.
ARTICLE IV
TERM OF EXISTENCE
-----------------
This corporation shall have perpetual existence commencing on the date
of filing of these Articles of Incorporation with the Secretary of State of the
State of Florida.
<PAGE>
ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT
-----------------------------------
The street address of the initial registered office of this corporation is
22154 Martella Ave., Boca Raton, FL 33433, and the name of the initial
registered agent of this corporation is Peter Goldstein.
ARTICLE VI
INITIAL PRINCIPAL OFFICE
------------------------
The initial principal office and mailing address of this corporation is
22154 Martella Ave., Boca Raton, FL 33433. The Board of Directors may, from time
to time, change the street and post office address of the corporation as well as
the location of its principal office.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
-------------------------
This corporation shall have one (1) director initially. The number of
directors may be either increased or diminished from time to time by the By-Laws
but shall never be less that one (1). The name and address of the initial
director of this corporation are:
Peter Goldstein 22154 Martella Ave., Boca Raton, FL 33433
ARTICLE VIII
AMENDMENT
---------
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, in the
manner provided by law.
ARTICLE IX
INCORPORATOR
------------
The name and address of the person signing these Articles is: Peter
Goldstein, 22154 Martella Ave., Boca Raton, FL 33433
IN WITNESS WHEREOF, undersigned subscriber and registered agent has
executed these Articles of Incorporation this 30th day of November, 1999.
/s/ Sean P. King
-------------------------------
Sean P. King
Subscriber and Registered Agent
<PAGE>
STATE OF FLORIDA )
)SS
COUNTY OF PALM BEACH )
BEFORE ME, a Notary Public authorized to take acknowledgments in the
State and County set forth above, personally appeared Peter Goldstein, known to
me to be the person who executed the foregoing Articles of Incorporation, and he
acknowledged before me that he executed those Articles of Incorporation.
/s/ David J. Novak
-------------------------
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
Notary Public DAVID J. NOVAK
MY COMMISSION # CC747843
EXPIRES: June 2, 2002
Bonded Thru Notary Public Underwriters
ACCEPTANCE OF REGISTERED AGENT
------------------------------
Having been designated to accept service of process for the above-stated
corporation, at the place set forth herein above, I hereby accept such
designation and agree to act in such capacity and to comply with all provisions
of Section 607.0501 and 607.0505 Florida Statutes.
By: /s/ Peter Goldstein
--------------------------
Peter Goldstein
Registered Agent
<PAGE>
