THIRD AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                              MINDLEADERS.COM, INC.

         FIRST: The name of the corporation shall be MindLeaders.com, Inc.

         SECOND: The place in Ohio where the principal office of the corporation
is to be located is in the City of Columbus, County of Franklin.

         THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98 of the Ohio Revised Code.

         FOURTH: The authorized number of shares of the corporation shall be
forty-five million (45,000,000), of which forty million (40,000,000) shares
shall be Common Shares, no par value, and five million (5,000,000) shares shall
be Preferred Shares, no par value.

         Each outstanding Common Share shall entitle the holder thereof to one
vote on each matter properly submitted to the shareholders for their vote,
consent, waiver, release or other action. No shareholder of the corporation
shall have, as a matter of right, the right to vote cumulatively in the election
of directors.

         The directors of the corporation may adopt an amendment to the Third
Amended and Restated of Incorporation determining the express terms, within the
limits set forth in Chapter 1701 of the Ohio Revised Code, of any class of
shares before the issuance of any shares of that class, or of one or more series
within a class before the issuance of any shares of that series. No vote of the
holders of Common Shares, as a class, shall be required in connection with the
authorization by the directors of shares of any class, or series of any class,
that are convertible into Common Shares.

         FIFTH: The directors of the corporation shall have the power to cause
the corporation from time to time and at any time to purchase, hold, sell,
transfer or otherwise deal with (A) shares of any class or series issued by it,
(B) any security or other obligation of the corporation which may confer upon
the holder thereof the right to convert the same into shares of any class or
series authorized by the articles of the corporation, and (C) any security or
other obligation which may confer upon the holder



thereof the right to purchase shares of any class or series authorized by the
articles of the corporation. The corporation shall have the right to repurchase,
if and when any shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the corporation. The
authority granted in this ARTICLE FIFTH of these Amended Articles shall not
limit the plenary authority of the directors to purchase, hold, sell, transfer
or otherwise deal with shares of any class or series, securities, or other
obligations issued by the corporation or authorized by its articles.

         SIXTH: No shareholder of the corporation shall have, as a matter of
right, the right to vote cumulatively in the election of directors.

         SEVENTH: No shareholder of the corporation shall have, as a matter
of right, the pre-emptive right to subscribe for or purchase any part of any
new or additional issue of shares of any class whatsoever, or of securities
convertible into any shares of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of a
dividend.

         EIGHTH: Section 1701.831 of the Ohio Revised Code does not apply to
control share acquisitions of shares of the corporation.

         NINTH: These Third Amended and Restated Articles of Incorporation take
the place of and supersede the Second Amended and Restated Articles of
Incorporation of the corporation.















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