CORPORATE ACCESS NUMBER: 208299602
ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
RHONDA NETWORKDS INC.
WAS INCORPORATED IN ALBERTA ON 1999/04/07.
[SEAL OF REGISTRAR OF CORPORATIONS]
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Articles of Incorporation
For
RHONDA NETWORKS INC.
Classes of Shares: SEE SCHEDULE "A" ATTACHED
Number of Directors:
Maximum Number of Directors: 5
Minimum Number of Directors: 2
Restriction on Business To: NO RESTRICTIONS
Restrictions on Business From: NO RESTRICTIONS
Restrictions on Share Transfers: SEE SCHEDULE "B" ATTACHED
Other Rules or Provisions: N/A
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THIS IS SCHEDULE "A" TO THE
ARTICLES OF INCORPORATION
RHOND NETWORKS INC.
The shares which the Corporation is authorized to issue are:
(a) an unlimited number of Common Shares, the holders of which are
entitled:
(i) to receive notice of and to attend and vote at all meetings of
shareholders, except meetings at which only holders of a
specified class of shares other than this class are entitled to
vote; and
(ii) to receive any dividend declared by th Corporation on this class
of shares; and
(iii)subject to the rights, privileges and restrictions normally
attached to common shares; and
(b) an unlimited number of Preferred Shares which, as a class, have
attached thereto the following:
(i) The Preferred Shares may from time to time be issued in one or
more series, and the Directors may fix from time to time before
such issue the number of Preferred Shares which is to comprise
each series and the designation, rights, privileges, restrictions
and conditions attaching to each series of Preferred Shares
including, without limiting the generality of the foregoing, any
voting rights, the rate or amount of dividends or the method of
calculating dividends, the dates of payment thereof, the terms
and conditions of redemption, retraction, purchase and
conversion, if any, and any sinking fund or other provisions.
(ii) The Preferred Shares of each series shall, with respect to the
payment of dividends and the distribution of assets or return of
capital in the event of liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or any other
return of capital or distribution of the assets of the
Corporation among its shareholders for the purpose of winding up
its affairs, be entitled to preference over the Common Shares of
the Corporation ranking by their terms junior to the Preferred
Shares of that series. The Preferred Shares of any series may
also be given such other preferences, not inconsistent with these
Articles, over the Common Shares and any other shares of the
Corporation ranking by their terms junior to such Preferred
Shares as may be fixed in accordance with clause (b)(i); and
(iii)if any cumulative dividends or amounts payable on the return of
capital in respect of a series of Preferred Shares are not paid
in full, all series of Preferred Shares shall participate ratably
in respect of accumulated dividends and return of capital; and
THIS IS SCHEDULE "B" TO THE
ARTICLES OF INCORPORATION
RHONDA NETWORKS INC.
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The number of shareholders for the time being of the Corporation shall be
limited to fifty (50) or less (exclusive of persons who are in the employment of
the Corporation or that of an affiliate, and persons who, having been formerly
in the employment of the Corporation or that of an affiliate, were, while in
such employment and have continued after the termination of such employment, to
be shareholders of the Corporation) provided that where two or more persons hold
one or more shares in the Corporation jointly, they shall be treated as a single
shareholder.
No invitation shall be made to the public to subscribe for any shares,
debentures or securities (as the term "securities" is defined by the Securities
Act (Alberta) or any successor legislation of the Corporation.
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Incorporate Alberta Corporation - Registration Statement
Service Request Number: 1159144
Alberta Corporation Type: Named Alberta Corporation
Legal Entity Name: RHONDA NETWORKS INC.
French Equivalent Name:
Nuans Report Number: 64115845
Nuans Report Date: 1999/05/06
French Name Nuans Report Number:
French Name Nuans Report Date:
REGISTERED ADDRESS
Street: 810, 540 5th AVENUE, S.W.
Legal Description:
City: CALGARY
Province: ALBERTA
Postal Code: T2P 0M2
RECORDS ADDRESS
Street: 810, 540 5th AVENUE, S.W.
Legal Description:
City: CALGARY
Province: ALBERTA
Postal Code: T2P 0M2
ADDRESS FOR SERVICE BY MAIL
Post Office Box:
City:
Province:
Postal Code:
Internet Mail ID:
Classes Of Shares and any
Maximum Number (within each class): SEE SCHEDULE "A" ATTACHED
Restrictions On Share Transfers: SEE SCHEDULE "B" ATTACHED
Minimum Number Of Directors: 2
Maximum Number of Directors: 5
Restrictions On Business To: NO RESTRICTIONS
Restrictions On Business From: NO RESTRICTIONS
Other Provisions: N/A
Professional Endorsement Provided:
Directors Issue Shares In Series:
Future Dating Required:
Registration Date: 1999/05/07
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Directors
Last Name: ALSTON
First Name: JOHN
Middle Name: MILLWARD
Street/Box Number: 23 CAMBRIDGE PLACE N.W.
City: CALGARY
Province: ALBERTA
Postal Code: T2K 1P8
Country: CANADA
Appointment Date: 1999/05/07
Resident Canadian: Y
Status: Active
Last Name: ALSTON
First Name: Glen
Middle Name: Robert
Street/Box Number: 604 MACEWAN DRIVE N.W.
City: CALGARY
Province: ALBERTA
Postal Code: T3K 3T9
Country: CANADA
Appointment Date: 1999/05/07
Resident Canadian: Y
Status: Active
Attachments
Attachment Type Microfilm Bar Code Date Recorded
--------------- ------------------ -------------
Share Capital ELECTRONIC 1999/05/07
Restrictions on Share Transfers ELECTRONIC 1999/05/07