INSTANTRX INC
SB-2, EX-3.1, 2000-11-20
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STATE of DELAWARE
CERTIFICATE of CONVERSION


First:  The Converting Entity was formed on the first day of October,
1999.

Second:  The name of the converting entity prior to the filing of this
Certificate of Conversion was:  InstantRx.com, L.L.C.

Third:  The name of the corporation as set forth in its certificate of
incorporation filed in accordance with Title 8 Section 265 (b) of the
Delaware Code is InstantRx, Inc.

Fourth:  The Converting Entity was a Delaware Limited Liability
Company.

 ??I, The Undersigned, for the purpose of converting a Delaware
Limited Liability Company into a Delaware Corporation under the laws
of the State of Delaware, do make, file and record this Certificate,
and do certify that the facts herein stated are true, and I have
accordingly hereunto set my hand this

     ___________day of _______________, A.D. 20______.





BY:__________________________

President

NAME: Deron Smallcomb





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