Sample Business Contracts

Articles of Incorporation - Inc.

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                                CERTIFICATE OF 
                              AMENDED & RESTATED
                          ARTICLES OF INCORPORATION 
                            FINANCIALWEB.COM, INC.

        I, THE UNDERSIGNED, James P. Gagel, Executive Vice President and 
Secretary of, Inc. do hereby certify that the Board of 
Directors of said Corporation at a meeting duly converted, held on the 12th day 
of March, 1999, adopted a resolution to amend and restate the original Articles 
of Incorporation as follows:

                               ARTICLE I - NAME

        The name of the Corporation  is FinancialWeb.Com, Inc.

                             ARTICLE II - DURATION

        The duration of the Corporation is perpetual.

                            ARTICLE III - PURPOSES

        The purpose or purposes for which this Corporation is engaged is the 
transaction of any and all lawful business for which corporations may be 
incorporated under the laws of the State of Nevada.

                              ARTICLE IV - STOCK

        The aggregate number of shares which this Corporation shall have 
authority to issue is One Hundred Million (100,000,000) shares of Common 
Stock having a par value of $.001 per share and Ten Million (10,000,000) shares 
of Preferred Stock having a par value of $.001 per share. All common stock of 
the Corporation shall have the same rights and preferences. Fully-paid stock of 
this Corporation shall not be liable to any further call or assessment.

        The Preferred Stock may be issued by the Corporation from time to time 
in one or more series and in such amounts as may be determined by the Board of 
Directors. The designations, voting rights, amounts of preference upon 
distribution of assets, rates of dividends, premiums of redemption, conversion 
rights and other variations, if any, the qualifications, limitations or
restrictions thereof, if any, of the Preferred Stock, and of each series
thereof, shall be such as are fixed by the Board of Directors, authority so to
do being hereby expressly granted, and as are stated and expressed in a
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series of Preferred Stock.

                             ARTICLE V - AMENDMENT

        These Articles of Incorporation may be amended by the affirmative vote 
of a majority of the shares entitled to vote on each such amendment.

                       ARTICLE VI - SHAREHOLDERS RIGHTS

        The authorized and treasury stock of this Corporation may be issued at 
such time, upon such terms and conditions and for such consideration as the 
Board of Directors shall determine. Shareholders shall not have pre-emptive 
rights to acquire unissued shares of the stock of this Corporation.

                        ARTICLE VII - CUMULATIVE VOTING

        At all elections of the Board of Directors of the Corporation, each 
shareholders possessing voting power is entitled to apportion as he desires as 
many votes as equal the number of his shares of stock multiplied by the number 
of directors to be elected after at least one stockholder gives written notice 
of his desire to vote cumulatively to the President or Secretary of the 
Corporation. Such notice must be given not less than 48 hours before the time 
fixed for a meeting at which directors will be elected if notice of the meeting 
has been given at least ten days beforehand, and otherwise not less than 24
hours before the meeting. Before commencement of voting for the election of the
directors, an announcement of the notice of cumulative voting must be made by
the chairman or the secretary of the meeting, or by or on the behalf of the
stockholder giving the notice of cumulative voting. Notice to the stockholders
of the requirements of this Article VII must be contained in the notice calling
the meeting or in the proxy material accompanying such notice.

                        ARTICLE VIII - CAPITALIZATION 

        This Corporation will not commence business until consideration of a 
value of at least $1,000 has been received for the issuance of said shares.

                            ARTICLE IX - DIRECTORS

        The directors are hereby given the authority to do any act on behalf of 
the Corporation by law and in each instance where the Business Corporation Act 
provides that the directors may act in certain instances where the Articles of 
Incorporation authorize such action by the directors, the directors are hereby 
given authority to act in such instances without specifically numerating such 
potential action or instance herein.

        The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without shareholder approval.

        The Board of Directors shall consist of one or more members. The number 
of directors shall be fixed from time to time by resolution of the Board of 

        The Board of Directors shall have the power to adopt, amend, or repeal 
Bylaws of the Corporation.

        No Director shall be removed by consent, unless otherwise provided by 
Bylaws promulgated by the Board of Directors or by resolution of the Board of 


        No contract or other transaction between this Corporation and any one or
more of its directors or any other Corporation, firm, association, or entity in
which one or more of its directors or officers are financially interested, shall
be either void or voidable because of such relationship or interest, or because
such director or directors are present at the meeting of the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested director; or (b) the fact of such
relationship or interest is disclosed or known to the Stockholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and reasonable to
the Corporation.

        Common or interested directors may be counted in determining the 
presence of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves, or ratifies such contract or transaction.

                         ARTICLE XI - INDEMNIFICATION

        To the fullest extent permitted by law, no director of the Corporation 
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the Nevada
Corporation Law is hereafter amended to authorize the further elimination or 
limitation of the liability of a director, then the liability of a director of 
the corporation shall be eliminated or limited to the fullest extent permitted 
by the law, as so amended. Neither any amendment nor repeal of this Article XI, 
nor the adoption of any provision of these Articles of Incorporation 
inconsistent with this Article XI, shall eliminate, reduce or otherwise 
adversely affect any limitation on the personal liability of a director of the 
Corporation existing at the time of such amendment, repeal or adoption of such 
an inconsistent provision.

        The Corporation may, pursuant to a Resolution of the Board of Directors,
and in accordance with the Bylaws, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by 
reason of the 


fact that he is or was an officer, employee or agent to the Corporation, or is 
or was serving at the request of the Corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust or 
other enterprise, against expenses, including attorneys' fees, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by a director, 
officer, employee or agent of the Corporation in connection with the action, 
suit or proceeding.

        This Article XI does not eliminate or limit the liability of a director,
officer, employee, or agent of the Corporation to the extent that the director, 
officer, employee, or agent is found liable for:

        (a) A breach of the duty of loyalty to the Corporation or its members;

        (b) An act or omission not in good faith that constitutes a breach of
            duty to the Corporation or an act or omission that involves
            international misconduct, or a knowing or reckless violation of the

        (c) A transaction from which the director, officer, employee or agent
            received an improper benefit, whether or not the benefit resulted
            from an action taken within the scope of the individual's duties; or

        (d) An act or omission for which liability is expressly provided by an 
            applicable statute.

                                        /s/ James P. Gagel
                                        James P. Gagel, Secretary