ARTICLES OF INCORPORATION

OF

[CORPORATION'S NAME]

[ONE CLASS OF STOCK]

ARTICLE 1

The name of the corporation is [CORPORATION'S NAME].

ARTICLE 2

The objectives and purposes for which the corporation is organized are for any lawful act or activity for which a corporation may be organized under the [STATE] Business Corporation Act, now or hereafter in effect, and to do any of such things as fully and to the same extent as natural persons might or could do.

ARTICLE 3

The duration of existence of the corporation is perpetual.

ARTICLE 4

The aggregate number of shares that the corporation shall have authority to issue is [NUMBER] shares. All such shares shall be of a single class, designated as common, and shall be without par value.

ARTICLE 5

Each holder of common shares shall have one vote for each such share held of record on all matters submitted for shareholder approval. Except as otherwise specifically required by law, or except as specifically provided in these articles of incorporation, all other matters requiring shareholder approval shall require an affirmative vote of a majority of the shares voting thereon. The holders of the common shares shall have unlimited voting rights and the right to receive the net assets of the corporation upon its dissolution.

[ALTERNATIVE 1] At each election for directors, the shareholders shall be entitled to cast votes using the cumulative method of voting for directors.

[ALTERNATIVE 2] At each election of directors, no shareholder shall be entitled to cumulate his or her votes in voting for the election of directors.

ARTICLE 6

[ALTERNATIVE 1] The corporation elects to have preemptive rights.

[ALTERNATIVE 2] No shareholder shall have the preferential or preemptive right to subscribe for or to purchase any shares of any class, any rights, warrants, or options with respect thereto, or any obligation convertible into or exchangeable for any such shares or other securities whether out of unissued shares or other securities or out of shares or other securities acquired by the corporation after the issue thereof, regardless of the consideration therefor.

ARTICLE 7

The corporation shall indemnify to the fullest extent permitted by the [STATE] Business Corporation Act any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director or officer of the corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to an employee benefit plan of the corporation, or serves or served at the request of the corporation as a director, or as an officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. In addition, the corporation shall pay for or reimburse any expenses incurred by such persons who are parties to such proceedings, in advance of the final disposition of such proceedings, to the full extent permitted by the [STATE] Business Corporation Act.

ARTICLE 8

To the fullest extent permitted by law, a director of the corporation shall have no personal liability to the corporation or its shareholders for monetary damages for conduct as a director; provided that this Article does shall not eliminate the liability of a director for any act or omission for which such elimination of liability is not permitted under the [STATE] Business Corporation Act. No amendment to that Act, or amendment of these articles of incorporation, that further limits the acts or omissions for which elimination of liability is permitted, shall adversely affect any right or protection of a director for any act or omission occurring prior to such amendment. If the [STATE] Business Corporation Act is amended to further limit or eliminate liability of a director, then a director of the corporation shall not be liable for any such act or omission to the fullest extent permitted by the [STATE] Business Corporation Act, as so amended.

ARTICLE 9

The [STATE] Control Share Act shall not be applicable to this corporation.

ARTICLE 10

The bylaws of the corporation may be amended by majority vote of either the directors or the shareholders.

ARTICLE 11

The number of directors of the corporation shall be fixed by the bylaws of the corporation. The initial board of directors shall consist of [NUMBER] directors whose name and addresses are as follows:

ARTICLE 12

The initial registered agent of the corporation is [NAME]. The street address of the corporation's initial registered office is [PHYSICAL ADDRESS IN THE STATE OF INCORPORATION].

ARTICLE 13

The name and address of the incorporator of the corporation is [NAME & ADDRESS].

In Witness Whereof, I have signed my name this date.

Dated:

__________________________________

[NAME], Incorporator