CERTIFICATE OF INCORPORATION
                                 of
                         CORPAS HOLDINGS, INC.

The undersigned, a natural person at least eighteen years of age,
acting as Incorporator for the purpose of forming a corporation pursuant to
the provisions of the Oklahoma General Corporation Act, hereby certifies
and adopts the following Certificate of Incorporation:

                                 ARTICLE I

The name of the corporation is Corpas Holdings, Inc.

                                 ARTICLE II

The registered agent is Gary L. Mays, and his address is 3540 East
31st Street, Suite 1, Tulsa, Tulsa County, Oklahoma, 74135.

                                 ARTICLE III

The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Oklahoma General
Corporation Act.

                                 ARTICLE IV

The total number of shares which the corporation is authorized to
issue is Seventy-Five Million (75,000,000) shares of common stock, $0.001
par value.

                                 ARTICLE V

The incorporator is Robert J. Mottern, whose address is 1800
Peachtree Street, Suite 620, Atlanta, Fulton County, Georgia, 30309.

                                 ARTICLE VI

The name and mailing address of the initial directors of the Corporation
are:

Robert J. Mottern                          Kevin Welch
1800 Peachtree Street, Suite 620           468 North Camden Drive, Suite
200
Atlanta, Georgia 30309                     Beverly Hills, California 90210

                                 ARTICLE VII

The period during which the Corporation shall continue perpetual.

                                 ARTICLE VIII

The business of the Corporation shall be managed by its Board of Directors.
The number of such directors shall not be less than one (1) and, subject to
such minimum may be increased or decreased from time to time in the manner
provided in the By-Laws.

                                 ARTICLE IX

No shareholder shall have any right to acquire shares or other securities
of the Corporation except to the extent to such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the
Board of Directors.

                                 ARTICLE X

Anything in these Articles of Incorporation, the By-Laws, or the Oklahoma
General Corporation Act notwithstanding, By-Laws shall not be adopted,
modified, amended or repealed by the shareholders of the Corporation except
upon the affirmative vote of a simple majority vote of the holders of all
the issued and outstanding shares of the corporation entitled to vote
thereon.

                                 ARTICLE XI

9.1      Inspection of books. The Board of Directors shall make the
reasonable rules to determine at what times and place and under what
conditions the books of the Corporation shall be open to inspection by
shareholders or a duly appointed representative of a shareholder.

9.2      Control Share Acquisition. The provisions relating to any control
share acquisition as contained in the Oklahoma General Corporation Act now,
or hereinafter amended, and any successor provision shall not be applied to
the Corporation.

9.3      Quorum. The holders of shares entitled to one-third of the votes
at a meeting of shareholders shall constitute a quorum.

9.4      Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.

                                 ARTICLE XII

To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or
its shareholders. In addition, the Corporation shall have the power, in its
by-laws or in any resolution of its stockholders or directors, to undertake
to indemnify the officers and directors of this corporation against any
contingency or peril as may be determined to be in the best interest of
this corporation, and in conjunction therewith, to procure, at this
corporation's expense policies of insurance.

                                 ARTICLE XIII

No contract or other transaction between the Corporation and any person, or
any corporation shall be affected by the fact that any officer or director
of the Corporation is such other party or is, of at some time in the future
becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.

Dated: This 11th day of March, 2002.

___________________________
Robert J. Mottern
Incorporator