ARTICLES OF INCORPORATION


FILED # C 0014-00
MAR 3 1 2000
In the office of Dean Heller
Secretary of State
ARTICLES OF INCORPORATION
OF
INFE HUMAN RESOURCES, INC.

The undersigned hereby adopts the following ARTICLES of INCORPORATION for the
purpose of forming a corporation under the laws of the State of Nevada:

ARTICLE 1.Name The name of this corporation is:

INFE-HUMAN RESOURCES, INC.

ARTICLE 2. Purpose

The purpose for which this corporation is formed is to conduct any lawful
business allowable by the Laws of the State of Nevada.

ARTICLE 3. Registered Office; Registered Agent

The address of the initial registered office of the corporation is 502 East John
Street, Carson City, NV 89706. and the name of its initial registered agent at
such address is CSC Services of Nevada, Inc.

ARTICLE 4. Principal Office

The business address of the corporation's principal office is 8000 Towers
Crescent Drive, Suite 640, Vienna, VA 22182

ARTICLE 5. Duration

The corporation is to commence its corporate existence on the date of
subscription and acknowledgement of these Articles of Incorporation and shall
exist perpetually thereafter until dissolved according to law.

ARTICLE 6. Directors

6.1 Number: The number of directors of the Corporation shall be subject to the
Corporation's bylaws (the "Bylaws"), provided however, the number of directors
of the Corporation may not be fewer than two unless the Corporation has fewer
than two stockholders, in which case the number of directors may not be fewer
than the number of stockholders. The first Board of Directors shall be as listed
in Attachment A hereto.

6.2 Class of Directors: If there shall be more than one director, the directors
shall be classified, in respect solely to the time for which they shall
severally hold office, by dividing them into three classes (two classes if there
are only two directors). each such class to be as nearly as possible equal in
number of directors to each other class. If there are three or more directors:
(i) the first term of office of directors of the first class shall expire at the
first annual meeting after their election, and thereafter such terms shall
expire on each three year anniversary of such date; (ii) the term of office of
the directors of the second class shall expire on the one year anniversary of
the first annual meeting after their election, and thereafter such terms shall
expire on each three year anniversary of such one year anniversary; and (iii)
the term of office of the directors of the third class shall expire on the two
year anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each three year anniversary of such two
year anniversary. If there are two directors: (I) the first term of office of
directors of the first class shall expire at the first annual meeting after
their election, and thereafter such terms shall expire on each two year
anniversary of such date; and (ii) the term of office of the directors of the
second class shall expire on the one year anniversary of the first annual
meeting after their election, and thereafter such terms shall expire on each two
year anniversary of such one year anniversary. If there is one director, the
term of office such director shall expire at the first annual meeting after his
election. At each succeeding annual meeting, the stockholders of the Corporation
shall elect directors for a full term or the remainder thereof, as the case may
be, to succeed those whose terms have expired. Each director shall hold office
for the term for which elected and until his or her successor shall be elected
and shall qualify, or until he or she shall resign or be removed as set forth
below.

6.3 Powers of Directors: Subject to the limitations contained in the ARTICLES OF
INCORPORATION and the corporation law for the State of Nevada concerning
corporate action that must be authorized or approved by the shareholders of the
corporation, all corporate powers shall be exercised by or under the authority
of the board of directors, and the business and affairs of the corporation shall
be controlled by the board.

6.4 Removal of Directors: Any directors, any class of directors or the entire
Board of Directors may be removed from office by stockholder vote at any time
without assigning any cause, but only if the holders of not less than two-thirds
(2/3) of the outstanding shares of capital stock of the Corporation entitled to
vote upon election of directors, voting together as a single class, shall vote
in favor of such removal.

ARTICLE 7. Incorporator

The name and address of the incorporator is:

      Name                       Address

Thomas M. Richfield     510 Tobacco Quay, Alexandria, VA 22314


ARTICLE 8. Capitalization

8.1 Authorized Shares: The total number of shares of capital stock which the
Corporation has the authority to Issue in one hundred twenty million
(120,000,000). The total number of shares of common stock which the Corporation
Is authorized to issue Is one hundred million (100,000,000) and the par value of
each share of such common stock is one-hundredth of one cent ($.001) for an
aggregate par value often thousand dollars ($10,000). The total number of shares
of preferred stock which the Corporation is authorized to issue is twenty
million (20,000,000) and the par value of each share of such preferred stock Is
one-hundredth of one cent ($.001) for an aggregate par value of two thousand
dollars ($2,000).

8.1 Rights for Preferred Shares: The board of directors is expressly authorized
to adopt, from time to time, a resolution or resolutions providing for the issue
of preferred stock in one or more series, to fix the number of shares In each
such series and to fix the designations and the powers, preferences and
relative, participating, optional and other special rights and the
qualifications, limitations and restrictions of such shares, of each such
series. The authority of the board of directors with respect to each such series
shall include a determination of the following, which may vary as between the
different series of preferred stock:

(a) The number of shares constituting the series and the distinctive designation
of the series;

(b) The dividend rate on the shares of the series, the conditions and dates upon
which dividends on such shares shall be payable the extent, if any, to which
dividends on such shares shall be cumulative, and the relative rights of
preference, if any, of payment of dividends on such shares;

(c) Whether or not the shares of the series are redeemable and, If redeemable,
the time or times during which they shall be redeemable and the amount per share
payable on redemption of such shares, which amount may, but need not, vary
according to the time and circumstances of such redemption;

(d) The amount payable in respect of the shares of the series, in the event of
any liquidation, dissolution or winding up of this corporation, which amount
may, but need not, vary according to the time or circumstances of such action,
and the relative rights of preference, if any, of payment of such amount;

(e) Any requirement as to a sinking fund for the shares of the series, or any
requirement as to the redemption, purchase or other retirement by this
corporation of the shares of the series;

(f) The right, if any, to exchange or convert shares of the series into other
securities or property, and the rate or basis, time, manner and condition of
exchange or conversion;

(g) The voting tights, if any, to which the holders of shares of the series
shall be entitled in addition to the voting tights provided by law: and

(h) Any other terms, conditions or provisions with respect to the series not
inconsistent with the provisions of this ARTICLE or any resolution adopted by
the board of directors pursuant to this ARTICLE.

The number of authorized shares of preferred stock may be increased or decreased
by the affirmative vote of the holders of a majority of the stock of this
corporation entitled to vote at a meeting of shareholders. No holder of shares
of preferred stock of this corporation shall, by reason of such holding have any
preemptive right to subscribe to any additional Issue of any stock of any class
or series nor to any security convertible into such stock.

8.2 Statement of Rights for Common Shares:

(a) Subject to any prior rights to receive dividends to which the holders of
shares of any series of the preferred stock may be entitled, the holders of
shares of common stock shall be entitled to receive dividends, if and when
declared payable from time to time by the board of directors, from funds legally
available for payment of dividends.

(b) In the event of any dissolution, liquidation or winding up of this
corporation, whether voluntary or involuntary, after there shall have been paid
to the holders of shares of preferred stock the full amounts to which they shall
be entitled, the holders of the then outstanding shares of common stock shall be
entitled to receive, pro rata. any remaining assets of this corporation
available for distribution to its shareholders. The board of directors may
distribute in kind to the holders of the shares of common stock such remaining
assets of this corporation or may sell, transfer or otherwise dispose of all or
any part of such remaining assets to any other corporation trust or entity and
receive payment in cash, stock or obligations of such other corporation, trust
or entity or any combination of such cash, stock, or obligations, and may sell
all or any part of the consideration so received, and may distribute the
consideration so received or any balance or proceeds of it to holders of the
shares of common stock. The voluntary sale, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of this corporation
(unless in connection with that event the dissolution, liquidation or winding up
of this corporation is specifically approved), or the merger or consolidation of
this corporation into or with any other corporation, or the merger of any other
corporation into it, or any purchase or redemption of shares of stock of this
corporation of any class, shall not be deemed to be a dissolution, liquidation
or winding up of this corporation for the purpose of this paragraph (b).

(c) Except as provided by law or this certificate of incorporation with respect
to voting by class or series, each outstanding share of common stock of this
corporation shall entitle the holder of that share to one vote on each matter
submitted to a vote at a meeting of shareholders.

(d) Such numbers of shares of common stock as may from time to time be required
for such purpose shall be reserved for Issuance (I) upon conversion of any
shares of preferred stock or any obligation of this corporation convertible into
shares of common stock and (ii) upon exercise of any options or warrants to
purchase shares of common stock.

ARTICLE 9. Shareholders

9.1 Amendment of Bylaws: The board of directors has the power to make, repeal,
amend and alter the bylaws of the corporation, to the extent provided In the
bylaws. However, the paramount power to repeal, amend and alter the bylaws, or
to adopt new bylaws, is vested in the shareholders. This power may be exercised
by a vote of a majority of shareholders present at any annual or special meeting
of the shareholders. Moreover, the directors have no power to suspend, repeal,
amend or otherwise alter any bylaw or portion of any bylaw so enacted by the
shareholders, unless the shareholders, in enacting any bylaw or portion of any
bylaw, otherwise provide.

9.2 Personal Liability of Shareholders: The private property of the shareholders
of this corporation is not subject to the payment of corporate debts, except to
the extent of any unpaid balance of subscription for shares.

9.3 Denial of Preemptive Rights: No holder of any shares of the corporation of
any class now or in the future authorized shall have any preemptive right as
such holder (other than such right, if any, as the board of directors in its
discretion may determine) to purchase or subscribe for any additional issues of
shares of the corporation of any class now or in the future authorized, nor any
shares of the corporation purchased and held as treasury shares, or any part
paid receipts or allotment certificates in respect of any such shares, or any
securities convertible into or exchangeable for any such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire any such shares, whether such shares, receipts, certificates,
securities, warrants or other instruments be unissued, or issued and
subsequently acquired by the corporation; and any such shares, receipts,
certificates, securities, warrants or other instruments, in the discretion of
the board of directors, may be offered from time to time to any holder or
holders of shares of any class or classes to the exclusion of all other holders
of shares of the same or any other class at the time outstanding.

9.4 Voting Rights: Except as otherwise expressly provided by the law of the
State of Nevada or this certificate of Incorporation or the resolution of the
board of directors providing for the issue of a series of preferred stock, the
holders of the common stock shall possess exclusive voting power for the
election of directors and for all other purposes. Every holder of record of
common stock entitled to vote and, except as otherwise expressly provided in the
resolution or resolutions of the board of directors providing for the issue of a
series of preferred stock, every holder of record of any series of preferred
stock at the time entitled to vote, shall be entitled to one vote for each share
held.

9.5 Actions By Written Consent: Whenever the vote of shareholders at a meeting
of shareholders is required or permitted to be taken for or in connection with
any corporate action by any provision of the corporation law of the State of
Nevada, or of this certificate of incorporation or of the bylaws authorized or
permitted by that law, the meeting and vote of shareholders may be dispensed
with if the proposed corporate action is taken with the written consent of the
holders of stock having a majority of the total number of votes which might have
been cast for or in connection with that action if a meeting were held; provided
that in no case shall the written consent be by the holders of stock having less
than the minimum percentage of the vote required by statute for that action, and
provided that prompt notice is given to all shareholders of the taking of
corporate action without a meeting and by less than unanimous written consent.

ARTICLE 10. Amendments

The corporation shall be deemed, for all purposes, to have reserved the right to
amend, alter, change or repeal any provision contained in its articles of
incorporation, as amended, to the extent and in the manner now or in the future
permitted or prescribed by statute, and all rights conferred in these Articles
upon shareholders are granted subject to that reservation.

ARTICLE 11. Regulation of Business and Affairs of Corporation

11.1 Powers of Board of Directors

(a) In furtherance and not in limitation of the powers conferred upon the board
of directors by statute, the board of directors is expressly authorized, without
any vote or other action by shareholders other than such as at the time shall be
expressly required by statute or by the provisions of these Articles of
Incorporation, as amended, or of the bylaw, to exercise all of the powers,
rights and privileges of the corporation (whether expressed or implied in these
Articles or conferred by statute) and to do all acts and things which may be
done by the corporation, including, without limiting the generality of the
above, the rightto:

(I) Pursuant to a provision of the bylaw, by resolution adopted by a majority of
the actual number of directors elected and qualified, to designate from among
its members an executive committee and one or more other committees, each of
which, to the extent provided in that resolution or in the bylaw, shall have and
exercise all the authority of the board of directors except as otherwise
provided by law;

(ii) To make, alter, amend or repeal bylaw for the corporation;

(iii) To authorize the issuance from time to time of all or any shares of the
corporation, now or in the future authorized, part paid receipts or allotment
certificates in respect of any such shares, and any securities convertible into
or exchangeable for any such shares (regardless of whether those shares,
receipts, certificates or securities be unissued or issued and subsequently
acquired by the corporation), in each case to such corporations, associations,
partnerships, firms, individuals or others (without offering those shares or any
part of them to the holders of any shares of the corporation of any class now or
in the future authorized), and for such consideration (regardless of whether
more or less than the par value of the shares), and on such terms as the board
of directors from time to time in its discretion lawfully may determine;

(iv) From time to time to create and issue rights or options to subscribe for,
purchase or otherwise acquire any shares of stock of the corporation of any
class now or in the future authorized or any bonds or other obligations or
securities of the corporation (without offering the same or any part of them to
the holders of any shares of the corporation of any class now or in the future
authorized);

(v) In furtherance and not in limitation of the provisions of the above
subdivisions (iii) and (iv), from time to time to establish and amend plans for
the distribution among or sale to any one or more of the officers or employees
of the corporation, or any subsidiary of the corporation, of any shares of stock
or other securities of the corporation of any class, or for the grant to any of
such officers or employees of rights or options to subscribe for, purchase or
otherwise acquire any such shares or other securities, without in any case
offering those shares or any part of them to the holders of any shares of the
corporation of any class now or in the future authorized; such distribution,
sale or grant may be in addition to or partly in lieu of the compensation of any
such officer or employee and may be made in consideration for or in recognition
of services rendered by the officer or employee, or to provide him/her with an
incentive to serve or to agree to serve the corporation or any subsidiary of the
corporation, or otherwise as the board of directors may determine; and

(vi) To sell, lease, exchange, mortgage, pledge, or otherwise dispose of or
encumber all or any part of the assets of the corporation unless and except to
the extent otherwise expressly required by statute.

(b) The board of directors, in its discretion, may from time to time:

(i) Declare and pay dividends upon the authorized shares of stock of the
corporation out of any assets of the corporation available for dividends, but
dividends may be declared and paid upon shares issued as partly paid only upon
the basis of the percentage of the consideration actually paid on those shares
at the time of the declaration and payment;

(ii) Use and apply any of its assets available for dividends, subject to the
provisions of these Articles, in purchasing or acquiring any of the shares of
stock of the corporation; and

(iii) Set apart out of its assets available for dividends such sum or sums as
the board of directors may deem proper, as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for maintaining or Increasing the
property or business of the corporation, or for any other purpose it may deem
conducive to the best interests of the corporation. The board of directors in
its discretion at any time may increase, diminish or abolish any such reserve In
the manner in which It was created.

11.2 Approval of Interested Director or Officer Transactions: No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction, or solely because his/her or their
votes are counted for such purpose, if:

1. The material facts as to his/her interest and as to the contract or
transaction are disclosed or are known to the board of directors or the
committee, and the board or committee in good faith authorizes the contract or
transaction by a vote sufficient for such purpose without counting the vote of
the interested director or directors; or

2. The material facts as to his/her Interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the shareholders; or

3. The contract or transaction is fair as to the corporation as of the time it
is authorized, approved or ratified, by the board of directors, a committee
thereof, or the shareholders. Interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.

11.3 Indemnification:

(a) The corporation shall 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
(other than an action by or in the right of the corporation) by reason of the
fact that he/she is or was a director, officer, employee or agent of 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' fee),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him/her in connection with such action, suit or proceeding if he/she acted in
good faith and in a manner he/she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her conduct was
unlawful.

(b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or is or was serving at the corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him/her in connection with the defense or
settlement of such action or suit if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct In the performance of his/her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such other
court shall deem proper.

(c) To the extent that any person referred to In paragraphs (a) and (b) of this
Article has been successful on the merits or otherwise In defense of any action,
suit or proceeding referred to therein or In defense of any claim, Issue or
matter therein, he/she shall be indemnified against expenses (Including
attorneys' fees) actually and reasonably Incurred by him/her in connection
therewith.

(d) Any indemnification under paragraphs (a) and (b) of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he/she has met
the applicable standard of conduct set forth in paragraphs (a) and (b) of this
Article. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the shareholders.

(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he/she is entitled to be indemnified by the corporation as
provided In this Article.

(f) The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any statute, bylaw, agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his/her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

(g) The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of 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 any liability asserted against
him/her and incurred by him/her in any such capacity, or arising out of his/her
status as such, whether or not the corporation would have the power to indemnity
him/her against such liability under the provisions of this Article 11.

(h) For the purposes of this Article, references to the corporation include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
section with respect to the resulting or surviving corporation as he/she would
if he/she had served the resulting or surviving corporation in the same
capacity.

IN WITNESS WHEREOF, the undersigned, as incorporator, hereby executes these
ARTICLES of INCORPORATION this 17th day of March 2000.

/s/
Thomas M. Richfield
510 Tobacco Quay
Alexandria, VA 22314

This instrument was acknowledged before me on March 17, 2000 by Thomas M.
Richfield as incorporator of INFE-HUMAN RESOURCES, INC.

Notary Public Signature
Narshe L McKinnery
My Commission Expires January 31, 2003

CERTIFICATE REGISTERE AGENT

I hereby accept as Resident Agent for INFE-HUMAN
RESOURCES, INC.

Registered Agent        Doborah D. Skipper:
Asst. Secretary
Dated: 3/17/00

Attachment A

Members of Initial Board of Directors

Thomas M. Richfield
510 Tobacco Quay
Alexandria, VA 22314

Gus Mechalas
410 Wyndon Road
Ambler, PA 19002

Seal:
State of Nevada
Secretary of State
March 31, 00
Dean Hiller
Secretary of State