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Articles of Incorporation - Bertucci's of White Marsh Inc.

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                           ARTICLES OF INCORPORATION


                        BERTUCCI'S OF WHITE MARSH, INC.


          FIRST: That I, the subscriber, Charles E. Brooks, Esquire whose post
office address is 610 Bosley Avenue, Towson, Maryland 21204, being of full legal
age, do under and by virtue of the general laws of the State of Maryland,
authorizing the formation of Corporations, associate myself with the intention
of forming a Corporation.

          SECOND: That the name of the Corporation which is hereinafter called
the "Corporation" is:

                        BERTUCCI'S OF WHITE MARSH, INC.

          THIRD: The purposes of which and for any of which the Corporation is
formed and the business and objects to be carried on and promoted by it are as

          A. To own, operate and have interests in restaurants, inns, taverns
and other public establishments for the sale and dispensing of food, beverages,
spirits and all other consumables for the pleasing of the palate, the comfort of
spirit and the sustenance of the body.

          B. To purchase, lease, option or otherwise acquire, hold, manage,
develop, improve, mortgage, sell, exchange, rent, lease or in any manner
encumber, deal in, or dispose of real estate, whether fee simple or leasehold,
wherever situate and whether improved and/or unimproved.

          C. To manufacture, purchase or otherwise acquire, hold, mortgage,
pledge, sell, transfer or in any manner encumber or dispose of goods, wares,
merchandise, implements, and other personal property or equipment of every kind.

          D. To purchase, lease, or otherwise acquire all or part of the
property, rights, businesses, contracts, good-will franchise and assets of every
kind, of any corporation, copartnership or individual (including the estate of
decedent), carrying on or having carried on in whole or in part any of the
aforesaid businesses, that the Corporation may be authorized to carry on and
undertake, guarantee, assume and pay the indebtednesses and liabilities thereof,
and to pay for any such property, rights, businesses, contracts, good-will,
franchises or other assets by the issue, in accordance with the laws of
Maryland, of stock, bonds or other securities of the Corporation or otherwise.

          E. To apply for, obtain, purchase or otherwise acquire, any patents,
copyrights, licenses, trademarks, trade names, rights, processes, formulae, and
the like which might be used for any of the purposes of the Corporation and to
use, exercise, develop, grant licenses in respond of, sell and otherwise turn to
account, the same.

          F. To purchase, or otherwise acquire, hold and reissue shares of its
capital stock of any class; and to purchase, hold, sell, assign, transfer,
exchange, lease, mortgage, pledge or otherwise dispose of, any shares of stock,
or voting trust certificates, for any shares of stock, or any bonds or other
securities or evidence of indebtedness issued or created by any other
corporation or association, organized under the laws of the State of Maryland,
or any other state, territory, district, colony or dependency of the United
States of America, or of any foreign country; and while the holder or owner of
any such shares of stock, voting trust, certificates, bonds or other securities
or obligations, to possess and exercise in respect thereof any and all rights,
powers and privileges of ownership, including the right to vote on any shares of
stock as held or owned; and upon a distribution of the assets of a division of
the profits of this Corporation, to distribute any such shares of stock, voting
trust certificates, bonds or other obligations, or the proceeds thereof, among
the Stockholders of this Corporation.

          G. To loan, or advance hereby, with or without security, without
limits as to amount; and to borrow or raise money for any of the purposes of
this Corporation and to issue bonds, debentures, notes or other obligations of
any nature and in any manner permitted by law, for money so borrowed or in
payment for property purchased or for any other lawful consideration and to
secure the payment thereof and of the interest thereon by mortgage upon any part
of the property of this Corporation, real or personal, including contract
rights, whether at the time owned or thereafter acquired; and to sell, pledge,
discount or otherwise dispose of such bonds, notes or other obligations of the
Corporation for its corporate purposes.

          H. To guarantee the payment of dividends upon any shares of stock of,
or the performance of any contract by any other corporation or association in
which the Corporation has an interest, and to endorse or otherwise guarantee
payment of the principal and interest of either, of any bonds, debentures,
notes, securities, or other evidences created or issued by any such other
corporation or association.

          I. To carry on any of the businesses hereinbefore enumerated for
itself or for account of others or through others for its own account, and to
carry on any other business which may be deemed by it to be calculated directly
or indirectly, to effectuate or facilitate the transaction of the aforesaid
objects or business, or any of them, or any part thereof, or to enhance the
value of its property, business or rights.

          J. To enter into, make, perform, and carry out contracts of any and
every kind for any lawful purpose without limit as to amount, with any person,
firm or corporation.

          K. The aforegoing enumeration of the purposes, objects, and business
of the Corporation is made in furtherance and not in limitation of the powers
conferred upon the Corporation by law and is not intended by the mention of any
particular purpose, object or business, in any manner to limit or restrict any
of the powers of this Corporation. The Corporation is formed upon the Articles,
conditions and provisions herein expresses and subject to the limitations
relative to corporations which are contained in the general laws of this State.

          FOURTH: The post office address of the place at which the principal
office of the Corporation in the State of Maryland will be located is 8130
Corporate Drive, Baltimore, Maryland 21236. The Resident Agent of said
Corporation is Charles E. Brooks, Esquire, whose post office address is 610
Bosley Avenue, Towson, Maryland 21204. Said Resident Agent is a citizen of the
State of Maryland and actually resides therein.

          FIFTH: The total number of shares of stock which the Corporation has
the authority to issue is One Hundred (100) shares to be issued as voting common
stock, all of no par value.
          SIXTH: The number of Directors of the Corporation shall not be greater
than three (3), which number may be decreased pursuant to the By-Laws of the
Corporation, but shall never be less than three, provided that:

          (1) If there is no stock outstanding, the number of directors may be
less than three but not less than one; and

          (2) If there is stock outstanding and so long as there are less than
three stockholders, the number of directors may be less than three but not less
than the number of stockholders.

          The names of the directors who shall act until first annual meeting or
until their successors are duly chose and qualified are:

                               JOSEPH P. CRUGNALE
                                NOMRAN S. MALLETT
                                VERNA A. COULTAS

who shall serve until such time as their successors are duly elected and

          SEVENTH: The duration of this Corporation shall be perpetual.

          IN WITNESS WHEREOF, I have signed these Articles of Incorporation this
25th day of January, 1993 and acknowledge the same to be my act.


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          I HEREBY CERTIFY that, on this 25th day of January, 1993 before me,
the subscriber, a Notary Public of the State and County aforesaid, personally
appeared Charles E. Brooks, Esquire and he acknowledged the foregoing Articles
of Incorporation to be his respective act.

          AS WITNESS my hand and Notarial Seal.

My Commission Expires:                                 ------------------------
                                                       NOTARY PUBLIC