CERTIFICATE OF INCORPORATION
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OF
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I-CARAUCTION.COM, INC.
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FIRST< The name of this corporation shall be:
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I-CARAUCTION.COM, INC.
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SECOND, Its registered office in the State of Delaware is to
be located at 1013 Centre Road, in the City of Wilmington,
County of New Castle and its registered agent at such
address is CORPORATION SERVICE COMPANY.
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THIRD, The purpose or purposes of the corporation shall be:
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To engage in any lawful act or activity for which
corporations may be organized under the General Corporation
Law of Delaware.
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FOURTH, The total number of shares of stock which this
corporation is authorized to issue is:
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Fifty Million (50,000,000) Shares With A Par Value of
$.0001 amounting to Five Thousand dollars ($5,000).
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FIFTH. The name and address of the incorporator is as
follows:
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Denise Krackow
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
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SIXTH. The Board of Directors shall have the power to
adopt, amend or repeal the by-laws.
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SEVENTH. No director shall be personally liable to the
Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing sentence, a director shall be
liable to the extent provided by applicable law, (i) for
breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director
occurring prior to such amendment.
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IN WITNESS WHEREOF, the undersigned, being the
incorporator hereinbefore named, has executed, signed and
acknowledged this certificate of incorporation this twenty-
third day of December, A.D., 1999.
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/s/ Denise Krackow
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Denise Krackow
Incorporator
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