Exhibit No. 2.1
Form 10-SB
Network Capital, Inc.
CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION
OF
EAGLE HOLDINGS, INC.
The undersigned, for the purpose of adopting restated
Articles of Incorporation and pursuant to the provisions of
Chapter 302A of the Minnesota Statutes, do hereby adopt the
following restated Articles of Incorporation:
ARTICLE I
The name of this corporation shall be NETWORK CAPITAL, INC.
ARTICLE II
The address of the registered office of the corporation is:
5805 West 61st Street
Edina, MN 55436
ARTICLE III
The corporation shall be authorized to issue Fifty Million
(50,000,000) shares of common stock with $.01 par value. The
corporation shall also be authorized to issue Five Million
(5,000,000) shares of undesignated stock $.01 par value, with
such rights as the Board of Directors may from time to time
determine. Each common shareholder shall be entitled to one vote
per share and there shall be no cumulative voting rights. No
shareholder of the corporation shall have any preemptive right to
subscribe to or purchase any new or additional shares of any
class of stock of this corporation.
ARTICLE IV
No director shall have personal liability to the Corporation
or its shareholders for monetary damages for breach of fiduciary
duty as a director. Nothing in these Articles shall eliminate or
limit the liability of a director;
(a) for any breach of the director's duty of loyalty to the
corporation or its shareholders;
(b) for acts or omissions not in good faith or that
involves intentional misconduct or a knowing violation of law;
(c) under Section 302A.559 or 80A.23;
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(d) for any transaction from which the director derived an
improper personal benefit; or
(e) for any act or omission occurring prior to the date
when the provision in the articles eliminating or limiting
liability becomes effective."
ARTICLE V
The name and address of the director of the corporation is:
Bruce Cairney
5805 West 61st Street
Edina, MN 55436
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of January, 1996.
/s/ Bruce Cairney
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