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ARTICLES OF INCORPORATION
OF
OFFICE MANAGER, INC.
THE UNDERSIGNED, having associated ourselves together for the purpose
of forming a corporation for the transaction of business and the promotion
and conduct of the objects and purposes hereinafter stated, under the
provisions of and subject to the requirements of the laws of the State of
Nevada, do make, record and file these Articles of Incorporation, in
writing, and we do hereby certify:
ARTICLE I
NAME The name of the Corporation shall be: Office Manager, Inc.
ARTICLE II
PURPOSE
The purpose for which said Corporation is formed and the nature of the
objects proposed to be transacted and carried on by it is to engage in any
and all other lawful activity, as provided by the laws of the State of
Nevada.
ARTICLE III
CAPITAL STOCK
The authorized amount of Capital Stock of the Corporation shall be
Fifty Million (50,000,000) shares of Common Stock at $.001 par value per
share, but said Capital Stock may be increased or decreased from time to
time in accordance with the provisions of the laws of the State of Nevada.
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ARTICLE IV
GOVERNING BOARD
The members of the Governing Board of the Corporation are styled
Directors. The initial board of directors shall consist of three members.
The names and addresses of the First Board of Directors are as follows:
FIRST BOARD OF DIRECTORS
Name Address
Steven Weiss 51 Rachel Court
Franklin Park, New Jersey 08823
John Michael Hickey 1601-1415 West Georgia Street
Vancouver, B.C.
Canada V6G 3C8
Tammera K. Casull 1093 Eastridge Road
Sandy, Utah 84094
ARTICLE V
INCORPORATOR
The name and address of the incorporator signing these Articles of
Incorporation, who is above the age of eighteen (18) years, is as follows:
Name Address
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Richard T. Ludlow 136 East South Temple, Suite 1700-A
Salt Lake City, Utah 84111
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ARTICLE VI
RESIDENT AGENT
The name and address of the Resident Agent is as follows:
Name Address
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Gateway Enterprises, Inc. 3230 East Flamingo Road, Suite 156
Las Vegas, Nevada 89121
and Gateway Enterprises, Inc., does hereby certify that on the ____ day of
September, 2000, they accepted the appointment as Resident Agent of the
Corporation in accordance with Section 78.090, N.R.S.
ARTICLE VII
INDEMNIFICATION
No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the liability of a
director or officer (i) for acts or omissions which involve intentional
misconduct, fraud or knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of an Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation of the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
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ARTICLE VIII
CONTROLLING INTEREST
The provisions of NRS 78.378 to 78.3793, inclusive shall not be
applicable to any acquisition of a controlling interest in the Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this ____ day
of September, 2000.
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Richard T. Ludlow
State of Utah )
:ss.
County of Salt Lake )
On the ____ day of September, 2000, personally appeared before me, a
notary public (or judge or other authorized person, as the case may be),
duly commissioned and sworn, Richard T. Ludlow, personally known or proven
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the foregoing instrument and who acknowledged that he
executed the instrument.
IN WITNESS WHEREOF, I have executed this notary and affixed my
official seal.
NOTARY SEAL
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NOTARY PUBLIC
My Commission Expires:
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