State  of  Delaware
Secretary  of  State
Division  of  Corporations
Filed  09:00  AM  02/06/1998
981048583  -  2855739


                          CERTIFICATE OF INCORPORATION
                                       OF
             The World Auction Market and Exchange (Holdings), Inc.
                               A CLOSE CORPORATION


FIRST:  The  name  of  this corporation is The World Auction Market and Exchange
(Holdings),  INc.

SECOND:  Its registered office in the State of Delaware is to be located at 1313
N. Market St., Wilmington, DE  19801-1151, County of New Castle.  The registered
agent  in  charge  thereof  is The Company Corporation, address "same as above".

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 total authorized shares of stock of this corporation is
1,500  shares  of  .001  par  value.

FIFTH:  The  name  and  mailing  address  of  the  incorporator  is:
Regina  Cephas,  1313  N.  Market  St.,  Wilmington,  DE  19801-1151.

SIXTH:  All  of  the  corporation's  issued stock, exclusive of treasury shares,
shall  be  represented  by  certificates and shall be held of record by not more
than  thirty  (30)  persons.

SEVENTH:  All of the issued stock of all classes shall be subject to one or more
of  the  restrictions  on  transfer  permitted  by  Section  202  of the General
Corporation  Law.

EIGHTH:  The corporation shall make no offering of any of its stock of any class
which  would  constitute  a  "public  offering" within the meaning of the United
States  Securities  Act  of  1933  as  it  may  be  amended  from  time to time.

NINTH:  Directors  of  the  corporation  shall  not  be  liable  to  either  the
corporation  or  its stockholders for monetary damages for a breach of fiduciary
duties  unless  the  breach  involves:  (1)  a director's duty of loyalty to the
corporation  or  its  stockholders;  (2)  acts or omissions not in good faith or
which  involve  intentional  misconduct  or  a  knowing  violation  of  law; (3)
liability  for  unlawful  payments  of  dividends or unlawful stock purchases or
redemption  by  the  corporation;  or  (4) a transaction from which the director
derived  an  improper  personal  benefit.

I,  THE  UNDERSIGNED, 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  are true, and I have accordingly hereunto set my hand.


DATED:  FEBRUARY  16,  1998                            /s/  Regina Cephas


                                                        Regina  Cephas