[State of Texas Seal]
The State of Texas
Secretary of State
CERTIFICATE OF INCORPORATION
OF
DEFINITION TECHNOLOGIES, INC.
CHARTER NUMBER 01439951
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS,
HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE
ABOVE NAMED CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE
FOUND TO CONFORM TO LAW.
ACCORDING THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE
OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS
CERTIFICATE OF INCORPORATION.
ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE
THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF
ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW,
THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW.
DATED APR. 2, 1997
EFFECTIVE APR. 2, 1997
/s/ Antonio O. Garza
-----------------------------------
Antonio O. Garza, Jr., Secretary of State
<PAGE>
FILED
In the Office of the
Secretary of State of Texas
APR 02 1997
Corporations Section
----------------------------------------
Articles of Incorporation
of
Definition Technologies, Inc.
----------------------------------------
The undersigned natural person of the age of eighteen years or more acting
as incorporator of a corporation under the Texas Business Corporation Act,
hereby adopts the following articles of Incorporation for the corporation.
Article One
The name of the corporation is Definition Technologies, Inc.
Article Two
The period of its duration is perpetual.
Article Three
The purpose for which the corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
Article Four
The aggregate number of shares that the corporation shall have authority to
issue is 100,000 shares of Common stock, par value $.01 per share.
Cumulative voting by the shareholders of the corporation is expressly
prohibited. The shareholders entitled to vote for Directors in such election
shall be entitled to cast one vote per directorship for each share held, and no
more. The Shareholders shall have no preemptive rights to acquire unissued or
treasury shares of the corporation.
Article Five
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000 consisting of
money, labor done or property actually received.
ARTICLES OF INCORPORATION of DEFINITION, TECHNOLOGIES, INC. - PAGE 1
<PAGE>
Article Six
The street address of its initial registered office is 1400 Turtle Creek
Drive, Dallas, Texas 75207, and the name of the initial registered agent at that
address is Gerald L. Beeson.
Article Seven
The number of Directors constituting the initial Board of Directors is
three (3), and the names and addresses of the persons who are to serve as
Directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
Gerald L. Beeson 1400 Turtle Creek Drive
Dallas, Texas 75207
David L. Holt 1400 Turtle Creek Drive
Dallas, Texas 75207
David W. Dean 1400 Turtle Creek Drive
Dallas, Texas 75207
Article Eight
The name and address of the incorporator is:
Eric Newlan 5525 North MacArthur Boulevard
Suite 670
Irving, Texas 75038
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on the 1st day of April, 1997.
/s/ Eric Newlan
-----------------------------------------
Eric Newlan
ARTICLES OF INCORPORATION of DEFINITION, TECHNOLOGIES, INC. - PAGE 2
