CERTIFICATE OF INCORPORATION
U.S. HOME SYSTEMS, INC.
The name of the Corporation is U.S. HOME SYSTEMS, INC.
The Corporation will have perpetual existence.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
Section 1. Authorization of Shares.
The aggregate number of shares of capital stock which the Corporation will have authority to issue is Thirty-One
Million shares, consisting of Thirty Million shares of common stock, having a par value of $.001 per share
("Common Stock"), and One Million shares of preferred stock, having a par value of $.001 per share("Preferred
Section 2. Common Stock.
2.1 Dividends. The holders of shares of Common Stock shall be entitled to receive such dividends as from time
to time may be declared by the Board of Directors of the Corporation, subject to any preferential payments to
which the holders of shares of any series of Preferred Stock shall be entitled as may be stated and expressed
pursuant to the resolution establishing any such series of Preferred Stock.
2.2 Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment shall have been made to any holders of shares of any series of Preferred Stock then
outstanding of the full amounts of preferential payments to which they shall respectively be entitled as may be
stated and expressed pursuant to the resolution establishing any such series of Preferred Stock, the holders of
shares of Common Stock then outstanding shall be entitled to share ratably based upon the number of shares of
Common Stock held by them in all remaining assets of the Corporation available for distribution to its
2.3 Voting Rights. All shares of Common Stock shall be identical with each other in every respect. The shares of
Common Stock shall entitle the holders there