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                            ARTICLES OF INCORPORATION

                                       OF

                              YIPPYYAHOO.COM, INC.


    The  indersigned,  a natural  person of the age of  eighteen  years or more,
acting as sole  incorporator of a corporation  under the provisions if the Texas
Business Corporation Act, adopts the following Articles of Incorporation:

                                    ARTICLE I

     The name of the Corporation is YIPPYYAHOO.COM, INC.

                                   ARTICLE II

     The period of duration of the Corporation is perpetual.

                                   ARTICLE III

     The  purpose for which this  corporation  is formed is to engage in any and
all  lawful  business  for  which  corporations  may be  formed  under the Texas
Business Corporation Act.

                                   ARTICLE IV

     The aggregate number of shares which the corporation has authority to issue
is 7,500 shares of common stock with the par value of $1.00 per share.

                                    ARTICLE V
     The  Corporation  will not commence  business until it has received for the
issuance of its shares consideration of the value of atleast $1,000,  consisting
of money, labor done or property actually received.

                                   ARTICLE VI

     Without  necessity  for  action by its  shareholders,  the  Corporatin  may
purchase,  directly or indirectly, its own shares to the extent of the aggregate
of unrestricted  capital surplus available therefore and unrestricted  reduction
surplus available therefore.

                                   ARTICLE VII

     Section 7.1. Cumulative voting shall not be permitted.

     Section 7.2. Preemptive rights shall not be permitted.

                                  ARTICLE VIII

     The address of the office of the  Corporation  is 223 E. FM 1382 STE #1270,
Cedar  Hill  Texas  75104 and the name of the  initial  registered  agent of the
Corporation at such address is ROMIE J.  KRICKBAUM.  The mailing address for the
Corporation is 223 E. FM 1382 STE #12720, CEDAR HILL, TEXAS 75104. ARTICLE IX

     The initial Board of Directors  shall consist of 03 members who shall serve
as  directors  until the first  annual  meeting  of  shareholders  or until such
dorectors' successors shall have been elected and qualified, and whose names and
addresses are as follows:
  
   ................   

  Name ...............   Address

  Romie J. Krickbaum .   223 E. FM 1382 STE #1270, Cedar Hill, Texas 75104

  Michelle A. Gregorio   800 W. Renner Road #2626, Richardson, Texas 75080
  

                   The number of directors  composing the Board of Directors may
             be  increased  or  decreased  by the  Board  of  Directors,  but no
             decrease  shall  have  the  effect  of  shortening  the term of any
             incumbent director.

                                    ARTICLE X

    Any action required by he Texas Business  Corporation Act, as amended, to be
taken at any annual or special meeting of shareholders  of the  Corporation,  or
any action which may be taken at any annual or special  meeting of  shareholders
of the Corporation,  may be taken without a meeting,  without prior notice,  and
without a vote, if a consent or consents in writing, setting forth the action so
taken,  shall be signed by the holder or holders of shares  having not less than
the  minimum  number of votes that would be  necessary  to take such action at a
meeting at which the  holders of all shares  entitled to vote on the action were
present and voted.

                                   ARTICLE XI

                             The name and  address  of the  incorporator  of the
Corporation is as follows:

  
   .................   
  Name ................   Address

  Jon F. Martin .......   3150 Sandy Ridge Drive
                          Clearwater, FL 336761

  
                          IN WITNESS  WHEREOF,  I have hereunto set my hand this
26th day of October, 1999.



                                                       ----------------------
                                                    Jon F. Martin, Incorporator