<PAGE>
ARTICLES OF INCORPORATION
OF
RNA DEVELOPMENT CORP.
WE, THE UNDERSIGNED natural persons of the age of twenty-one years
or more, acting as incorporators of a corporation under the Utah Business
Corporation Act adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
CORPORATE NAME
The name of this corporation is RNA Development Corp.
ARTICLE II
DURATION OF CORPORATION
The duration of this corporation is "perpetual."
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is to
purchase, lease, or sell real property for investment and to acquire other
business entities or investments, and all matters related or ancillary thereto
and to do all things and engage in all lawful transactions which a corporation
organized under the laws of the State of Utah might do or engage in, even
though not expressly stated herein.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this corporation shall have
authority to issue is FIFTY MILLION (50,000,000) shares of $0.001 par value
common stock. All stock of the corporation shall be of the same class and
shall have the same rights and preferences. Fully paid stock of this
corporation shall not be liable to any further call or assessment.
ARTICLE V
PRE-EMPTIVE RIGHTS ABOLISHED
The authorized and treasury stock of this corporation may be
issued at such time, upon such terms and conditions and for such consideration
as the Board of Directors shall determine. Shareholders shall not have
pre-emptive rights to acquire unissued shares of the stock of this corporation.
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ARTICLE VI
COMMENCING BUSINESS
This corporation will not commence business until consideration of
a value of at least $1,000 has been received for the issuance of shares.
ARTICLE VII
INTERNAL AFFAIRS
The directors shall adopt Bylaws which are not inconsistent with law or these
Articles for the regulation and management of the affairs of the corporation.
These Bylaws may be amended from time to time or repealed pursuant to laws.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The address of this corporation's initial registered office and
name of its original registered agent at such address is:
Richard J. Lawrence
Suite 777
175 South West Temple
Salt Lake City, Utah 84101
ARTICLE IX
DIRECTORS
The Board of Directors shall consist of not less than three (3)
nor more than nine (9) members as the Board of Directors may itself from time
to time determine. The names and addresses of persons who are to serve as
Directors until the first meeting of stockholders, or until their successors
be elected and qualify are:
NAME ADDRESS
---- -------
Phil R. Harris 2137 Dallin Street
Salt Lake City, Utah 84109
Michael J. Jensen 2117 South 2200 East
Salt Lake City, Utah 84109
James Stewart 1601 West 400 South #56
Salt Lake City, Utah 84109
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ARTICLE X
INCORPORATORS
NAME ADDRESS
---- -------
The name and address of each incorporator is:
Phil R. Harris 2137 Dallin Street
Salt Lake City, Utah 84109
Michael J. Jensen 2117 South 2200 East
Salt Lake City, Utah 84109
James Stewart 1601 West 400 South #56
Salt Lake City, Utah 84109
ARTICLE XI
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this corporation and any
other corporation shall be affected by the fact that a Director or officer of
this corporation is interested in or is a Director of officer of such other
corporation; and any Director, individually or jointly, may be a party to or
may be interested in any corporation or transaction of this corporation or in
which this corporation is interested; and no contract or other transaction of
this corporation with any person, firm or corporation shall be affected by the
fact that any Director of this corporation is a party to or is interested in
such contract, act or transaction or any way connected with such person, firm
or corporation, and every person who may become a Director of this corporation
is hereby relieved from liability that might otherwise exist from contracting
with the corporation for the benefit of himself or any firm, association or
corporation in which he may be in any way interested, provided said Director
acts in good faith.
DATED this 1st day of March, 1984.
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/s/ PHIL R. HARRIS
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PHIL R. HARRIS
/s/ MICHAEL J. JENSEN
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MICHAEL J. JENSEN
/s/ JIM R. STEWART
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JIM R. STEWART
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STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, THE UNDERSIGNED, a Notary Public, hereby certify that on the
1ST day of March, 1984, Phil R. Harris, Michael J. Jensen and Jim R. Stewart,
personally appeared before me who being by me first duly sworn severally
declared that they are the persons who signed the foregoing document as
incorporators and that the statements therein contained are true.
DATED this 1st day of March, 1984.
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/s/ SHARON E. VANCE
---------------------------
Notary Public
My commission expires: Residing at:
9/20/86 SALT LAKE CITY, UTAH
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