<PAGE>
A R T I C L E S OF I N C O R P O R A T I O N
A. X. R. DEVELOPMENT CORPORATION, INC.
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGES OF TWENTY-ONE (21) OR MORE,
ACTING AS INCORPORATORS OF A CORPORATION UNDER THE GENERAL CORPORATION LAW OF
NEVADA, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:
ARTICLE I
NAME: THE NAME OF THE CORPORATION IS A.X.R. DEVELOPMENT CORPORATION,
INC.
ARTICLE II
REGISTERED OFFICE AND AGENT: THE ADDRESS OF THE CORPORATION'S
PRINCIPAL OFFICE IS 2050 ELLIS WAY, IN THE CITY OF ELKO, COUNTY OF ELKO, STATE
OF NEVADA. THE INITIAL AGENT FOR SERVICE OF PROCESS AT THAT ADDRESS WILL BE
GATEWAY ENTERPRISES, INC.
ARTICLE III
PURPOSE: THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE TO
ENGAGE IN ANY ACTIVITY OR BUSINESS NOT IN CONFLICT WITH THE LAWS OF THE STATE OF
NEVADA OR OF THE UNITED STATES OF AMERICA, AND WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, SPECIFICALLY:
1. TO HAVE AND TO EXERCISE ALL THE POWERS NOW OR HEREAFTER CONFERRED BY
THE LAWS OF THE STATE OF NEVADA UPON CORPORATIONS ORGANIZED PURSUANT TO THE LAWS
UNDER WHICH THE CORPORATION IS ORGANIZED AND ANY AND ALL ACTS AMENDATORY THEREOF
AND SUPPLEMENTAL THERETO.
2. TO DISCOUNT AND NEGOTIATE PROMISSORY NOTES, DRAFTS, BILL OF EXCHANGE
AND OTHER EVIDENCE OF DEBTS, AND TO COLLECT FOR OTHERS MONEY DUE THEM ON NOTES,
CHECKS, DRAFTS, BILLS OF EXCHANGE, COMMERCIAL PAPERS AND OTHER EVIDENCE OF
INDEBTEDNESS.
3. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL, EXCHANGE,
ASSIGN, TRANSFER, MORTGAGE, PLEDGE, OR OTHERWISE DISPOSE OF, TO GUARANTY, TO
INVEST, TRADE, AND DEAL IN AND WITH PERSONAL PROPERTY OF EVERY CLASS AND
DESCRIPTION.
4. TO ENTER INTO ANY KIND OF CONTRACT OR AGREEMENT, COOPERATIVE OR PROFIT
SHARING PLAN WITH ITS OFFICERS OR EMPLOYEES THAT THE CORPORATION MAY DEEM
ADVANTAGEOUS OR EXPEDIENT OR OTHERWISE TO REWARD OR PAY SUCH PERSONS FOR THEIR
SERVICES AS THE DIRECTORS MAY DEEM FIT.
5. TO PURCHASE, LEASE, OR OTHERWISE ACQUIRE, IN WHOLE OR IN PART, THE
BUSINESS, THE GOODWILL, RIGHTS, FRANCHISES AND PROPERTY OF EVERY KIND, AND TO
UNDERTAKE THE WHOLE OR ANY PART OF THE ASSETS OR LIABILITIES, OF ANY PERSON,
FIRM, ASSOCIATION, NON-PROFIT OR PROFIT CORPORATION, OR OWN PROPERTY NECESSARY
OR SUITABLE FOR ITS PURPOSES, AND OT PAY THE SAME IN CASH, IN THE STOCKS OR
BONDS OF THIS COMPANY OR OTHERWISE, TO HOLD OR IN ANY MANNER DISPOSE OF THE
WHOLE OR ANY PART OF THE BUSINESS OR PROPERTY SO ACQUIRED AND OT EXERCISE ALL OF
THE POWERS NECESSARY OR INCIDENTAL TO THE CONDUCT OF SUCH BUSINESS.
<PAGE>
6. TO LEND OR BORROW MONEY AND TO NEGOTIATE AND MAKE LOANS, EITHER ON ITS
OWN ACCOUNT OR AS AGENT, OR BROKER FOR OTHERS.
7. TO ENTER INTO, MAKE, PERFORM AND CARRY OUT CONTRACTS OF EVERY KIND AND
FOR ANY LAWFUL PURPOSE, WITHOUT LIMIT AS TO AMOUNT WITH ANY PERSON, FIRM,
ASSOCIATION, COOPERATIVE PROFIT OR NON-PROFIT CORPORATION, MUNICIPALITY, STATE
OR GOVERNMENT OR ANY SUBDIVISION, DISTRICT OR DEPARTMENT THEREOF.
8. TO BUY, SELL, EXCHANGE, NEGOTIATE, OR OTHERWISE DEAL IN, OR
HYPOTHECATE SECURITIES, STOCKS, BONDS, DEBENTURES, MORTGAGES, NOTES OR OTHER
COLLATERALS OR SECURITIES, CREATED OR ISSUED BY ANY CORPORATION WHEREVER
ORGANIZED INCLUDING THIS CORPORATION, WITHIN SUCH LIMITS AS MAY BE PROVIDED BY
LAW, AND WHILE OWNER OF SUCH STOCKS OR OTHER COLLATERALS TO EXERCISE ALL RIGHTS,
POWERS AND PRIVILEGES OF OWNERSHIP, INCLUDING THE RIGHT TO VOTE THE SAME, TO
SUBSCRIBE FOR STOCK OF ANY CORPORATION TO BE ORGANIZED, OTHER THAN TO PROMOTE
THE ORGANIZATION THEREOF.
9. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL, EXCHANGE,
ASSIGN, TRANSFER, MORTGAGE, PLEDGE, LICENSE, OR OTHERWISE DISPOSE OF ANY
LETTERS, PATENTS, COPYRIGHTS, OR TRADEMARKS OF EVERY CLASS AND DESCRIPTION.
10. TO DO ANY AND ALL OTHER SUCH ACTS, THINGS, BUSINESS OR BUSINESSES IN
ANY MANNER CONNECTED WITH OR NECESSARY, INCIDENTAL, CONVENIENT OR AUXILIARY TO
DO ANY OF THESE OBJECTS HEREINBEFORE ENUMERATED, OR CALCULATED, DIRECTLY OR
INDIRECTLY, TO PROMOTE THE INTEREST OF THE CORPORATION; AND IN CARRYING ON ITS
PURPOSES, OR FOR THE PURPOSE OF OBTAINING OR FURTHERING ANY OF ITS BUSINESS, TO
DO ANY AND ALL ACTS AND THINGS, AND TO EXERCISE ANY AND ALL OTHER POWERS WHICH A
CO-PARTNER OR NATURAL PERSON COULD DO OR EXERCISE, AND WHICH NOW OR HEREAFTER
MAY BE AUTHORIZED BY LAW, HERE AND IN ANY OTHER PART OF THE WORLD.
11. THE SEVERAL CLAUSES CONTAINED IN THIS STATEMENT OF POWERS SHALL BE
CONSTRUED AS BOTH PURPOSES AND POWERS. AND THE STATEMENTS CONTAINED IN EACH OF
THESE CLAUSES SHALL BE IN NO WAY LIMITED OR RESTRICTED, BY REFERENCE TO OR
INFERENCE FROM, THE TERMS OF ANY OTHER CLAUSES, BUT SHALL BE REGARDED AS
INDEPENDENT PURPOSES AND POWERS; AND NO RECITATIONS, EXPRESSION OR DECLARATION
OF SPECIFIC OR SPECIAL POWERS OR PURPOSES HEREIN ENUMERATED SHALL BE DEEMED TO
BE EXCLUSIVE; BUT IS HEREBY EXPRESSLY DECLARED THAT ALL OTHER LAWFUL POWERS NOT
INCONSISTENT HEREWITH, ARE HEREBY INCLUDED.
ARTICLE IV
STOCK: THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS 100,000,000 SHARES AT A PAR VALUE OF .001 PER SHARE. ALL
STOCK WHEN ISSUED SHALL BE FULLY PAID AND NON-ASSESSABLE.
NO HOLDER OF SHARES OF COMMON STOCK OF THE CORPORATION SHALL BE
ENTITLED, AS SUCH, TO ANY PRE-EMPTIVE OR PREFERENTIAL RIGHTS TO SUBSCRIBE TO ANY
UNISSUED STOCK OR ANY OTHER SECURITIES WHICH THE CORPORATION MAY NOW OR
THEREAFTER BE AUTHORIZED TO ISSUE. THE BOARD OF DIRECTORS OF THE CORPORATION
MAY, HOWEVER, AT ITS DISCRETION, BY RESOLUTION DETERMINE THAT ANY UNISSUED
SECURITIES OF THE CORPORATION SHALL BE OFFERED FOR SUBSCRIPTION SOLELY TO THE
HOLDERS OF COMMON STOCK OF THE CORPORATION OR SOLELY TO THE HOLDERS OF ANY CLASS
OR CLASSES OF SUCH STOCK, IN SUCH PROPORTIONS BASED ON STOCK OWNERSHIP AS SAID
BOARD AT ITS DISCRETION MAY DETERMINE.
EACH SHARE OF COMMON STOCK SHALL BE ENTITLED TO ONE VOTE AT
STOCKHOLDERS MEETINGS, EITHER IN PERSON OR BY PROXY. CUMULATIVE VOTING IN
<PAGE>
ELECTIONS OF DIRECTORS AND ALL OTHER MATTERS BROUGHT BEFORE STOCKHOLDERS
MEETINGS, WHETHER THEY BE ANNUAL OR SPECIAL, SHALL NOT BE PERMITTED.
ARTICLE V
STOCKHOLDERS MEETING: MEETINGS OF THE SHAREHOLDERS SHALL BE HELD AT
SUCH PLACE WITHIN OR WITHOUT THE STATE OF NEVADA AS MAY BE PROVIDED BY THE
BY-LAWS OF THE CORPORATION. SPECIAL MEETINGS OF THE SHAREHOLDERS MAY BE CALLED
BY THE PRESIDENT OR ANY OTHER EXECUTIVE OFFICER OF THE CORPORATION, THE BOARD OF
DIRECTORS, OR ANY MEMBER THEREOF, OR BY THE RECORD HOLDER OR HOLDERS OF AT LEAST
TEN PERCENT (10%) OF ALL SHARES ENTITLED TO VOTE AT THE MEETING. ANY ACTION
OTHERWISE REQUIRED TO BE TAKEN AT A MEETING OF THE SHAREHOLDERS, EXCEPT ELECTION
OF DIRECTORS, MAY BE TAKEN WITHOUT A MEETING IF A CONSENT IN WRITING, SETTING
FORTH THE ACTION SO TAKEN, SHALL BE SIGNED BY SHAREHOLDERS HAVING AT LEAST A
MAJORITY OF THE VOTING POWER.
ARTICLE VI
COMMENCING BUSINESS: THE CORPORATION SHALL NOT COMMENCE BUSINESS UNTIL
AT LEAST $1,000.00 HAS BEEN RECEIVED BY IT AS CONSIDERATION FOR THE ISSUANCE OF
SHARES.
ARTICLE VII
STOCK RIGHTS: THE BOARD OF DIRECTORS SHALL HAVE THE AUTHORITY TO
DETERMINE THE CLASSES AND SERIES OF ANY SUBSEQUENT STOCK ISSUED BY THE
CORPORATION AND THE RIGHT AND PREFERENCES PERTAINING THERETO.
ARTICLE VIII
BOARD OF DIRECTORS: A MAJORITY OF THE BOARD OF DIRECTORS SHALL BE
NECESSARY TO CONSTITUTE A QUORUM; AND WHEN SO CONSTITUTED, THE BOARD SHALL BE
AUTHORIZED TO TRANSACT SUCH BUSINESS AS MAY BE DELEGATED TO IT BY THE
STOCKHOLDERS AND WHENEVER THE BOARD OF DIRECTORS SHALL BE SO ASSEMBLED AND ACT
AS A BOARD, EITHER WITHIN OR WITHOUT THE STATE OF NEVADA, ANY ACTION TAKEN SHALL
BE THE ACTION OF THE BOARD OF DIRECTORS AND SHALL BE BINDING UPON THE
CORPORATION, PROVIDED THAT THREE DAYS' PRIOR NOTICE, GIVEN EITHER ORALLY OR IN
WRITING, OF THE TIME AND PLACE OF THE MEETING AND OF THE NATURE OF THE BUSINESS
PROPOSED TO BE TRANSACTED SHALL HAVE BEEN GIVEN TO THE ENTIRE BOARD OF
DIRECTORS, UNLESS SUCH NOTICE BE WAIVED AS HEREINAFTER PROVIDED. ANY DIRECTOR
MAY WAIVE NOTICE OF ANY MEETING; AND IN THE EVENT OF SUCH WAIVER, NOTICE SHALL
BE IN WRITING OR A WRITTEN MEMORANDUM SHALL BE MADE OF AN ORAL WAIVER OF NOTICE.
ARTICLE IX
OFFICERS: THE OFFICERS OF THE CORPORATION SHALL CONSIST OF A BOARD OF
DIRECTORS OF NOT LESS THAN THREE NOR MORE THAN TWENTY-FIVE. A CHAIRMAN OF THE
BOARD OF DIRECTORS, A PRESIDENT, A VICE-PRESIDENT, A SECRETARY AND A TREASURER,
WHO SHALL PERFORM SUCH DUTIES AND HAVE SUCH AUTHORITY AS USUALLY PERTAINS TO
SUCH OFFICERS OF A CORPORATION OR AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS
FROM TIME TO TIME.
QUALIFICATION OF OFFICERS: OFFICERS AND DIRECTORS OF THE CORPORATION
NEED NOT BE RESIDENTS OF THE STATE OF NEVADA AND NEED NOT OWN SHARES OF THE
CORPORATION'S STOCK. THE SECRETARY AND TREASURER MAY, BUT NEED NOT BE, THE SAME
PERSON.
ELECTION: DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING OF THE
SHAREHOLDERS, AND THE PERSONS RECEIVING THE HIGHEST NUMBER OF VOTES SHALL BE
DECLARED DULY ELECTED, PROVIDING SUCH NUMBERS SHALL REPRESENT A MAJORITY OF ALL
VOTES CAST. WITHIN TEN (10) DAYS AFTER THE ELECTION, THE
<PAGE>
DIRECTORS SHALL MEET AND ELECT A PRESIDENT, VICE-PRESIDENT, SECRETARY AND
TREASURER.
TERMS OF OFFICE: THE TERM OF OFFICE OF ALL DIRECTORS AND OFFICERS
SHALL BE ONE YEAR, PROVIDED ALL DIRECTORS AND OFFICERS SHALL HOLD OFFICE UNTIL
THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
RESIGNATION OF OFFICERS: ANY OFFICER OR DIRECTOR MAY RESIGN BY FILING
HIS WRITTEN RESIGNATION WITH THE SECRETARY OF THE CORPORATION, OR IN THE CASE OF
THE SECRETARY, WITH THE PRESIDENT OF THE CORPORATION AND UPON ACCEPTANCE THEREOF
BY THE BOARD OF DIRECTORS OR IF SUCH BOARD SHALL NEGLECT TO ACT UPON SUCH
RESIGNATION WITHIN FOURTEEN (14) DAYS AFTER RECEIPT, THE RESIGNATION SHALL
BECOME EFFECTIVE AND THE OFFICE SHALL BE DEEMED VACANT.
REMOVAL OF OFFICERS: ANY OFFICER OR DIRECTOR OF THIS CORPORATION MAY
BE REMOVED AT ANY TIME WITHOUT CAUSE IN THE MANNER PROVIDED BY THE LAWS OF THE
STATE OF NEVADA FOR THE REMOVAL OF SUCH OFFICER OR DIRECTOR, OR BY A MAJORITY
VOTE OF THE OUTSTANDING STOCK OF THE CORPORATION AT ANY SPECIAL MEETING OR THE
STOCKHOLDERS CALLED FOR THAT PURPOSE AS HEREIN PROVIDED.
VACANCIES: IN THE CASE OF DEATH, DISABILITY, OR RESIGNATION OF ANY
OFFICER OR DIRECTOR OF THE COMPANY, THE REMAINING DIRECTORS OR DIRECTOR OF THE
COMPANY, EVEN THOUGH LESS THAN A QUORUM, SHALL FILL VACANCIES FOR THE UNEXPIRED
TERM OR TERMS.
ORIGINAL DIRECTORS: THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL
BOARD OF DIRECTORS OF THE CORPORATION IS THREE (3), AND THE NAMES AND ADDRESSES
OF THE PERSONS WHO ARE THE INCORPORATORS AND WHO ARE TO SERVE AS DIRECTORS UNTIL
THE FIRST ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED
AND QUALIFIED ARE:
1. SHIRRELL W. HUGHES
2929 HILLSDEN DRIVE, SALT LAKE CITY, UTAH 84117
2. CATHERINE J. LEAUTUTU
7672 SOUTH 2030 WEST, WEST JORDAN, UTAH 84084
3. SINDIE SPENCER
11131 SOUTH 2820 WEST, SOUTH JORDAN, UTAH 84085
ARTICLE X
DURATION: THE PERIOD OF DURATION OF THE CORPORATION SHALL BE
PERPETUAL.
ARTICLE XI
AMENDMENT: THESE ARTICLES OF INCORPORATION, BY VOTE OF NOT LESS THAN
FIFTY PERCENT OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE CORPORATION,
MAY BE DEEMED AMENDED IN ANY RESPECT AMENDABLE AT LAW AT ANY MEETING. A COPY OF
THE PROPOSED AMENDMENT SHALL BE GIVEN TO THE STOCKHOLDERS AS PROVIDED IN ARTICLE
VI HEREOF, FOR CALLING AND HOLDING MEETINGS OF THE STOCKHOLDERS.
ARTICLE XII
BY-LAWS: THE BOARD OF DIRECTORS OF THE CORPORATION SHALL HAVE
AUTHORITY TO ADOPT SUCH BY-LAWS AS IN THEIR JUDGMENT MAY BE DEEMED NECESSARY OR
ADVISABLE FOR THE MANAGEMENT AND TRANSACTION OF THE BUSINESS
<PAGE>
OF THE CORPORATION PROVIDED THAT SUCH BY-LAWS ARE NOT IN CONFLICT WITH THESE
ARTICLES OF INCORPORATION OR THE CONSTITUTION OF THE STATE OF NEVADA.
IN WITNESS WHEREOF, THE UNDERSIGNED INCORPORATORS HAVE HEREUNTO
AFFIXED THEIR SIGNATURES AT SALT LAKE CITY, UTAH THIS 9TH DAY OF JULY 1985.
/s/ SHIRRELL W. HUGHES
-----------------------------
/s/ SINDIE SPENCER
-----------------------------
/s/ CATHERINE J. LEAUTUTU
-----------------------------
STATE OF UTAH )
:
COUNTY OF SALT LAKE )
I, __________________ , A NOTARY PUBLIC, DO HEREBY CERTIFY THAT SHIRRELL W.
HUGHES, CATHERINE J. LEAUTUTU, AND SINDIE SPENCER, DID PERSONALLY APPEAR BEFORE
ME TO AFFIX THEIR SIGNATURES TO THIS DOCUMENT.
/s/
-----------------------------
COMMISSION EXPIRES: 12-17-85
