N. Y. C. DEPARTMENT OF STATE 162 WASHINGTON AVENUE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231
FILING RECEIPT
================================================================================
ENTITY NAME :ICON ACQUISITION CORP.
DOCUMENT TYPE :INCORPORATION (DOM. BUSINESS) COUNTY: MONR
SERVICE COMPANY : ** NO SERVICE COMPANY ** SERVICE CODE: 00
================================================================================
FILED:11/28/1994 DURATION:PERPETUAL CASH #:941128000207 FILM #:941128000182
ADDRESS FOR PROCESS
-------------------
THE CORPORATION
2541 MONROE AVENUE
SUITE 301
ROCHESTER, NY 14618
REGISTERED AGENT
----------------
STOCK: 20000000 PV 00100
================================================================================
FILER FEES 160.00 PAYMENTS 160.00
----- ---- --------
MORRIS DIAMOND FILING: 125.00 CASH: 0.00
105 SOUTHERN PARKWAY TAX: 10.00 CHECK: 160.00
ROCHESTER, NY 14618 CERT: 0.00 BILLED: 0.00
COPIES: 0.00
HANDLING: 25.00
REFUND: 0.00
================================================================================
[GRAPHIC OMITTED]
1
<PAGE>
ARTICLES OF INCORPORATION OF
ICON ACQUISITION CORP.
Under Section 402 of the Business Corporation Law.
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law of
the State of New York, does hereby certify and set forth:
ARTICLE I--Name
The name of this corporation is Icon Acquisition Corp.
ARTICLE II--Purposes and Powers
Section 1. Purposes. The purpose(s) for which the corporation is formed are:
To engage in any lawful act or activity for which corporation may be
organized under the business corporation law, provided that the corporation is
not formed to engage in any act or activity which requires the act or approval
of any state official, department, board, agency or other body without such
approval or consent first being obtained.
To carry on a general mercantile, industrial, investing and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licenser or licensee, leases lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, portions, franchises, and
other rights in respect of and generally deal in and with at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, or in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed and other real, personal and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof.
2
<PAGE>
To create, manufacture, contract for, sell, import, export, distribute, job
and generally deal in and with, whether at wholesale or retail, and as
principal, agent, broker, factor. commission merchant, licenser, licensee or
otherwise, any and all kinds of goods, wares, and merchandise, and in connection
therewith or independent thereof, to establish and maintain, by any manner or
means, buying offices, distribution centers, specialty and other shops, stores,
mail-order establishments, concessions, leased departments, and any and all
other departments, sites and locations necessary, convenient or useful in the
furtherance of any business of the corporation.
To acquire by purchase, subscription, underwriting or otherwise, and to
own, hold for investment, or otherwise, and to use, sell, assign, transfer,
mortgage, pledge, exchange or otherwise dispose of real and personal property of
every sort and description and wheresoever situated, including shares of stock,
bonds, debentures, notes, scrip, securities, evidences of indebtedness,
contracts or obligations of any corporation or association, whether domestic or
foreign, or of any firm or individual or of the United States or any state,
territory or dependency of the United States or any foreign country, or any
municipality or local authority within or without the United States, and also to
issue in exchange therefore, stocks, binds or other securities or evidences of
indebtedness of this corporation and, while the owner or holder of any such
property, to receive, collect and dispose of the interest, dividends and income
on or from such property and to possess and exercise in respect thereto all of
the rights, powers and privileges of ownership. including all voting powers
thereon.
To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve, develop, manage, maintain, control, operate, lease, mortgage,
create liens upon, sell, convey or otherwise dispose of and turn to account, any
and all plants, machinery, works, implements and things or property, real and
personal, of every kind and description, incidental to, connected with,, or
suitable, necessary or convenient for any of the purposes enumerated herein,
including all or any part or parts of the properties, assets, business and good
will of any persons, firms, associations or corporations.
The powers, rights and privileges provided in this certificate are not to
be deemed to be in limitation of similar, other or additional powers, rights and
privileges granted or permitted to a corporation bay the Business Corporation
Law, it being intended that this corporation shall have all the rights, powers
and privileges granted or permitted to a corporation by such statute.
ARTICLE III--Corporation Office
The office of the corporation is to be located in the County of Monroe,
State of New York.
3
<PAGE>
ARTICLE IV-- Number of Shares
The aggregate number of shares which the corporation shall have the
authority to issue is Twenty Million (20,000,000), all of which shall have a par
value of One ($.001) Mill.
ARTICLE V-- Agent for the Corporation
The Secretary of State is designated as agent of the corporation upon whom
process against it may be served. The post office address to which the Secretary
of State shall mail a copy of any process against the corporation served upon
him is:
2541 Monroe Avenue Suite 301
Rochester, New York 14618
ARTICLE VI--Directors Liability
The personal liability of directors to the corporation or its shareholders
for damages for any breach of duty in such capacity is hereby eliminated except
that such personal liability shall not be eliminated if a judgment or other
final adjudication adverse to such director establishes that his acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
Section 719 of the Business Corporation Law.
No shareholder of this corporation shall have a preemptive right because of
his shareholdings to have first offered to him any part of any of the presently
authorized shares of this corporation hereafter issued, optioned or sold, or any
part of any debentures, bonds, notes or securities of this corporation
convertible into shares hereafter issued, optioned or sold by the corporation.
This provision shall operate to defeat rights in all shares and classes of
shares now authorized and in all debentures, bonds, notes or securities of the
corporation which may be convertible into shares and also to defeat preemptive
rights in any and all shares and classes of shares and securities convertible
into shares which this corporation may be hereafter authorized to issue by any
amended certificate duly filed.
IN WITNESS WHEREOF, this certificate has been subscribed to this 21st day
of November, 1994 by the undersigned, who affirms that the statements made
herein are true and the penalties of perjury.
BY: /S/ MORRIS DIAMOND
---------------------------------
MORRIS DIAMOND
105 SOUTHERN PARKWAY
ROCHESTER, NEW YORK 14618
4
