<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
OFFICE MANAGER, INC.
Pursuant to the provisions of the Nevada Revised Statutes, as amended,
the undersigned corporation hereby adopts the following Amended and
Restated Articles of Incorporation (the "Amended and Restated Articles"),
consisting of Article I.
FIRST: The name of the corporation is Office Manager, Inc., (the
"Corporation").
SECOND: The text of the Amended and Restated Articles follows:
ARTICLE I
NAME
The name of this Corporation shall be: Office Managers, Inc.
THIRD: The Amended and Restated Articles were adopted on October 20,
2000.
FORTH: These Amended and Restated Articles supersede the original
Articles of Incorporation and all amendments hereto. Authority was given
to the below named officers of the corporation to file these Amended and
Restated Articles with the Nevada Secretary of State pursuant to the
unanimous consent of the Board of Directors.
FIFTH: The provisions of the Amended and Restated Articles change
the name of the Corporation from Office Manager, Inc. to Office Managers,
Inc. IN WITNESS HEREOF, these Amended and Restated Articles have been
executed on this ____ day of November, 2000.
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By:
-------------------------------------
Steven Weiss, President
By:
-------------------------------------
John Hickey, Secretary/ Treasurer
STATE OF _____________ )
: ss.
COUNTY OF ____________ )
On the ____ day of October, 2000, personally appeared before me, a
Notary Public, Steven Weiss, who acknowledged that he is the President of
Office Manager, Inc. and that he is authorized to and did execute the above
instrument.
_________________________________
Notary Public
My Commission Expires _____________
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<PAGE>
STATE OF _____________ )
: ss.
COUNTY OF ____________ )
On the ____ day of November, 2000, personally appeared before me, a
Notary Public, John Hickey, who acknowledged that he is the
Secretary/Treasurer of Office Manager, Inc. and that he is authorized to
and did execute the above instrument.
_________________________________
Notary Public
My Commission Expires _____________
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