STATE OF NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE


                            ARTICLES OF INCORPORATION

                                       OF

                        SOUTH STREET VENTURES VII, INC.


     Pursuant  to Section 55-2-02 of the General Statutes of North Carolina, the
undersigned  does  hereby submit these Articles of Incorporation for the purpose
of  forming  a  business  corporation.

     1.     The  name  of  the  corporation  is  South Street Ventures VII, Inc

     2.     The  number  of  shares  the  corporation  is authorized to issue is
1,000,000;  which  shall  be  of  one  class  designated  as  common  stock.

     3.     The  corporation's shares shall have a par value of $0.001.  Nothing
contained  herein,  however,  shall  limit  or  restrict  the  ability  of  the
corporation  to  accept any consideration for shares that is permitted under the
North  Carolina  Business  Corporations  Act.

     4.     The  street  address  and county of the initial registered office of
the  corporation  is:

            6201  Fairview  Road,  Suite  200
            Charlotte,  Mecklenburg  County,  North  Carolina,  28210.

     5.     The  mailing  address  is the same address as the initial registered
office.

     6.     The  name  of  the  initial  registered agent is Charles W. Barkley.

     7.     To  the  fullest  extent  permitted  by  the North Carolina Business
Corporation  Act,  as  it  exists  or may hereafter be amended, no person who is
serving  or  who has served as a director of the Corporation shall be personally
liable  to  the  Corporation or any of its shareholders for monetary damages for
breach  of  duty  as a director. No amendment or repeal of this article, nor the
adoption  of  any  provision  inconsistent  with this article shall eliminate or
reduce  the  protections granted herein with respect to any matter that occurred
prior  to  such  amendment,  repeal, or adoption. The personal liability of each
director  and  other  persons  serving  the  same  purposes under North Carolina
General  Statute  55-8-01,  whether  by  or  in  the right of the Corporation or
otherwise  for  monetary  damages  by  breach of any duty as a director shall be
indemnified  to  the  fullest extent permitted by Article 8, Part 5 of the North
Carolina  Business  Corporations  Act,  55-8-50,  et.  seq.,  as  amended.

     8.     The  Incorporator  shall  be  vested  with  all  duties of the Board
of  Directors  pursuant to North Carolina General Statute 55-8-01(c) and (d), as
amended,  for  the  purpose  of  completing  the incorporation pursuant to North
Carolina  General Statute 55-2-02 or until such time as a Board of Directors has
been  elected.

     9.     The  Board  of  Directors  (or  persons acting in similar capacities
pursuant  to  North  Carolina  General  Statute 55-8-01) shall have authority to
issue  uncertificated  shares  if  it  chooses  to  do  so.


     10.    The  name  and  address  of  each  incorporator  is  as  follows:

            Charles  W.  Barkley
            6201  Fairview  Road,  Suite  200
            Charlotte,  Mecklenburg  County,  NC  28210.

     11.    These  articles  will be  effective  upon filing unless another date
is  specified.  N/A.



This  the  7th  day  of  December,  2001




                              __________________________________
                              Charles  W.  Barkley,  Incorporator
                              6201  Fairview  Road,  Suite  200
                              Charlotte,  Mecklenburg  County,  NC  28210.