ARTICLES OF INCORPORATION OF SLEEPY HOLLOW ENTERPRISES, INC. The undersigned subscriber to these Articles of Incorporation is a natural person competent to contract and hereby form a Corporation for profit under Chapter 607 of the Florida Statutes. ARTICLE 1 NAME ---- The name of the Corporation is SLEEPY HOLLOW ENTERPRISES, INC. ARTICLE II PURPOSE ------- To engage in business capital ventures and other business permitted under the laws of the United States and the State of Florida. ARTICLE III CAPITAL STOCK ------------- This corporation is authorized to issue 10,000,000 shares of common stock. The common stock of the corporations hall have the following characteristics (a) Par value shall be $.001 per share. (b) At all meetings of the stockholders the common stockholders shall be entitled to cast one (1) vote for each share of common stock owned. That a common stockholder is interested in a matter to be voted upon shall not disqualify him from voting thereon. (c) Except as otherwise provided by law, the entire voting power for the election of the directors and for all other purposes shall be vested exclusively in the holders of the outstanding common stock. ARTICLE IV TERM OF EXISTENCE ----------------- This corporation shall have perpetual existence commencing on the date of filing of these Articles of Incorporation with the Secretary of State of the State of Florida. ARTICLE V REGISTERED OFFICE AND REGISTERED AGENT -------------------------------------- The street address of initial registered office of this corporation is 22154 Martella Avenue, Boca Raton, Florida 33433 and the name and address of the initial registered agent of this corporation is Peter Goldstein. ARTICLE VI INITIAL PRINCIPAL OFFICE ------------------------ The initial principal office and mailing address of this Corporation is 22154 Martella Avenue, Boca Raton, Florida 33433. The Board of Directors may, from time to time, change the street and post office address of the corporation as well as the location of its principal office. ARTICLE VII INITIAL BOARD OF DIRECTORS -------------------------- This corporation shall have one (1) director initially. The number of directors may be either increased or diminished from time to time by the By-Laws but shall never be less than one (1). The name and address of the initial director of this corporation are: Peter Goldstein 22154 Martella Avenue, Boca Raton, Florida 33433 ARTICLE VII AMENDMENT --------- This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendment hereto, in the manner provided by law. ARTICLE VIII INCORPORATOR ------------ The name and address of the person signing these Articles is: Peter Goldstein, 22154 Martella Avenue, Boca Raton, Florida 33433 IN WITNESS WHEREOF, the undersigned subscriber and registered agent has executed these Articles of Incorporation this 30th day of November, 1999. /s/ Sean P. King Attorney In Fact ----------------------------------- Subscriber and Registered Agent STATE OF FLORIDA ) )ss COUNTY OF PALM BEACH ) BEFORE ME, a Notary Public authorized to take acknowledgements in the State and County set forth above, personally appeared Peter Goldstein, known to me to be the person who executed the foregoing Articles of Incorporation, and he acknowledged before that he executed those Articles of Incorporation --------------------- NOTARY PUBLIC State of Florida at Large ACCEPTANCE OF REGISTERED AGENT ------------------------------ Having been designated to accept services of process for the above stated corporation, at the place set forth herein above, I hereby accept such designation and agree to act in such capacity and to comply with all provisions of Section 607.0501 and 607.0505 Florida Statutes. By: /s/ Sean P. King Attorney In Fact ------------------------------------- Peter Goldstein Registered Agent