STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/4/1999
991418706 -- 3106523
CERTIFICATE OF INCORPORATION
OF
HIGH-TECH TRAVEL SERVICES CORPORATION
FIRST: The name of the corporation is
HIGH-TECH TRAVEL SERVICES CORPORATION
SECOND: Its Registered Office in the State of Delaware is to be located at 30
Old Rudnick Lane, Dover, Delaware 19901 in the County of Kent. The
Registered Agent in charge thereof is CorpAmerica, Inc.
THIRD: The nature of the business and the objects and purposes proposed to be
transacted, promoted and carried on, are to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is
25,000,000 shares with a par value of $.0001 each
FIFTH: The name and mailing address of the incorporator is as follows:
Lenore K. Hodes, 31 Stelton Road, P.O. Box 8276.
Piscataway, NJ 08855
SIXTH: The directors shall have power to make and to alter or amend the
By-Laws: to fix the amount to be reserved as working capital, and to
authorize and cause to be executed, mortgages and liens without limit
as to the amount, upon the property and franchise of this corporation.
With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the directors
shall have authority to dispose, in any manner, of the whole property
of this corporation.
The By-Laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right
of inspecting any account, or book, or document of this corporation,
except as conferred by the law or the By-Laws, or by resolution of the
stockholders.
The stockholders and directors shall have power to hold their meetings
and keep the books, documents and papers of the corporation outside the
State of Delaware, at such places as may be from time to time
designated by the By-Laws or by resolution of the stockholders or
directors, except as otherwise required by the laws of Delaware.
It is the intention that the objects, purposes and powers specified in
the third paragraph hereof shall, except where otherwise specified in
said paragraph, be nowise limited or restricted by reference to or
inference from the terms of any other clause or paragraph in this
Certificate of Incorporation, but that the objects, purposes and powers
specified in the third paragraph and in each of the clauses or
paragraphs of this Charter shall be regarded as independent objects,
purposes and powers.
SEVENTH: No director of the corporation shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Sec. 174 of the General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, of the age of eighteen years or over, for the purpose
of forming a corporation under the laws of the State of Delaware, do make,
file and record this certificate, and do certify that the facts herein
stated are true; and that I have accordingly hereunto set my hand.
/S/ Lenore K. Hodes
----------------------------
DATE: October 4, 1999 Lenore K. Hodes
Filed by: LEX II Services, Inc.
31 Stelton Road
P.O. Box 8276
Piscataway, NJ 08855