State of Delaware
PAGE 1
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF INCORPORATION OF "DIVERSIFIED AMERICAN HOLDINGS, INC.", FILED IN THIS
OFFICE ON THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1998, AT 10 O'CLOCK A.M.
[SEAL] ______/s/Edward J.Freel_________________
Edward J. Freel, Secretary of State
2888556 8100 AUTHENTICATION: 9046808
981158096 Date: 04-27-98
<PAGE> Exhibit 2(i) - Pg. 1
CERTIFICATE OF INCORPORATION
OF
DIVERSIFIED AMERICAN HOLDINGS, INC.
-----------------------------------
1. The name of the corporation is Diversified American Holdings, Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is thirty two million (32,000,000) which shall
consist of thirty million (30,000,000) shares of common stock, $.001
par value, and two million (2,000,000) shares of preferred stock,
$.001 par value. The Board of Directors by resolution shall determine
the voting rights, if any, as well as the designations, preferences,
other rights and series of the Preferred Stock.
5. The name and mailing address of each incorporator is as follows:
NAME Larry A Reid
MAILING ADDRESS 4 Via Lucindia North Stuart, Florida 34996
The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
NAME Larry M. Reid
MAILING ADDRESS 4 Via Lucindia North Stuart, Florida 34996
6. The corporation is to have perpetual existence.
7. Elections of directors need not be by written ballot unless the by-
laws of the corporation shall so provide.
8. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them/and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the state of Delaware may, on the
application in a summary way of this corporation or of any creditor or
<PAGE> Exhibit 2(i) - Pg. 2
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, to be summoned in such manner as
the said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may
be, agree to any compromise or arrangement, the said compromise or
arrangement and said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all creditors or
class of creditors, and/or on all stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
9. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(whether or not by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, incorporator,
employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, incorporator,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall be entitled to be indemnified by the
Corporation to the full extent then permitted by law or to the extent
that a court of competent jurisdiction shall deem proper or
permissible under the circumstance, whichever is greater against
expenses (including attorney's fees), judgments, fines and amount paid
in settlement incurred by him in connection with such action, suit or
proceeding. Such right of indemnification shall inure whether or not
the claim asserted is based on matters which antedate the adoption of
this paragraph 9 of this Certificate. Such right of indemnification
shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, or agent and shall inure to the
benefit of the heirs and personal representatives of such person.
THE UNDERSIGNED, being the incorporator therein before named, for the
purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this Certificate, hereby
declaring and certifying that this is our his act and deed and the
facts stated herein are true, and accordingly have hereunto set my
hand this day of April 20, 1998.
___/s/Larry M. Reid_________
Larry M. Reid
<PAGE> Exhibit 2(i) - Pg. 3
