CERTIFICATE OF INCORPORATION
OF
Instantrx.com, Inc.
1750 Stokes St. #96
San Jose, CA 95126
Article I
The name of the corporation is InstantRx, Inc.
The address of the registered office of the corporation is 274
Centersville Road, Suite 400, Wilmington, Delaware 19808. The name of
its registered agent at that address is the Company Corporation.
Article II
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
Article III
A. This corporation is authorized to issue two classes of shares of
stock designated as "Common Stock" and "Preferred Stock,"
respectively. The number of shares of Common Stock which this
corporation is authorized to issue is Sixty Million (60,000,000), with
a $.001 par value per share, and the number of shares of Preferred
Stock which this corporation is authorized to issue is Fifteen Million
(15,000,000), with a $.001 par value per share.
B. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article IV, to provide
for the issuance of the shares of Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be
included in each such series and the voting powers thereof, full or
limited, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
1. The number of shares constituting that series and the distinctive
designation of that series;
2. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights to priority, if any, of payment of dividends on shares
of that series;
3. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting
rights;
4. Whether that series shall have conversion privileges, and if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
5. Whether or not the shares of that series shall be redeemable, and
if so, the terms and conditions of such redemption, including the date
or date upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;
6. Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and if so, the terms and amount
of such sinking fund;
7. The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment
of shares of that series; and
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8. Any other relative rights, preferences and limitations of that
series.
Except as otherwise expressly provided in any Certificate of
Designation designating any series of Preferred Stock pursuant to the
foregoing provisions of this Article, any new series of Preferred
Stock may be designated, fixed and determined as provided herein by
the Board of Directors without approval of the holders of Common Stock
or the holders of Preferred Stock, or any series thereof, and any such
new series may have powers, preferences and rights, including, without
limitation, voting rights, dividend rights, liquidation rights,
redemption rights and conversion rights, senior to, junior to or pari
passu with the rights of the Common Stock, the Preferred Stock, or any
future class or series of Preferred Stock or Common Stock.
Article IV
The Board of Directors of the corporation shall have the power to
adopt, amend or repeal Bylaws of the corporation, but the stockholders
may make additional Bylaws and may alter or repeal any Bylaw whether
adopted by them or otherwise.
Article V
Election of directors need not be by written ballot except and to the
extent the Bylaws of the corporation shall so provide.
Article VI
To the fullest extent permitted by law, no director of the corporation
shall be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Without
limiting the effect of the preceding sentence, if the Delaware General
Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the
liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision of this Certificate of Incorporation inconsistent
with this Article VII, shall eliminate, reduce or otherwise adversely
affect any limitation on the personal liability of a director of the
corporation existing at the time of such amendment, repeal or adoption
of such an inconsistent provision.
Article VII
The name and mailing address of the incorporator is as follows:
Deron Smallcomb
1750 Stokes St. #96
San Jose, CA 95126
The undersigned incorporator hereby acknowledges that the foregoing
certificate is his act and deed and that the facts stated herein are
true.
Dated: October , 2000
/s/ Deron Smallcomb
___________________________
Incorporator
