3.1. Authorized Shares. The aggregate number of shares that the Corporation
has authority to issue shall be One Hundred Million (100,000,000) shares of common
stock. Such shares shall not have any par value, except that they shall have a par
value of one cent ($.01) per share solely for the purpose of a statute or regulation
imposing a tax or fee based upon the capitalization of a corporation, and except that
they shall have such par value as may be fixed by the Corporation's Board of
Directors for the purpose of a statute or regulation requiring the shares of the
Corporation to have a par value.

3.2. Issuance of Shares. The Board of Directors of the Corporation is
authorized from time to time to accept subscriptions for, issue, sell and deliver
shares of stock of any class or series of the Corporation, and rights to purchase
securities of the Corporation, to such persons, at such time, for such consideration,
and upon such terms and conditions as the Board shall determine.

3.3. Class and Series of Shares. The Board of Directors of the Corporation is
further authorized to issue more than one class and/or series of shares and has the
power to fix the relative rights and preferences of any such classes and series.