AMENDED AND RESTATED ARTICLES OF INCORPORATION
ORBIS DEVELOPMENT, INC.
The name of the corporation (hereinafter called "Corporation") is Orbis Development, Inc.
ARTICLE II - SHARES
A. The Corporation is authorized to issue shares of two classes of stock: twenty-five million (25,000,000) shares
of Common Stock, $.001 par value, and five million (5,000,000) shares of Preferred Stock, $.001 par value.
B. Holders of Common Stock are entitled to one vote per share on any matter submitted to the shareholders.
Subject to any preferential rights of the Preferred Stock, holders of Common Stock are entitled to dividends
when, as and if declared and paid by the Board of Directors of the Corporation. On dissolution of the
Corporation, after any preferential amount with respect to the Preferred Stock has been paid or set aside, the
holders of Common Stock and the holders of any series of Preferred Stock entitled to participate in the
distribution of assets are entitled to receive the net assets of the Corporation.
C. The Board of Directors is authorized, subject to limitations prescribed by the Nevada Revised Statutes (the
"Statutes"), and by the provisions of this Article, to provide for the issuance of shares of Preferred Stock in
series, to establish from time to time the number of shares to be included in each series and to prescribe the
voting powers, designations, relative rights, preferences and limitations of the shares of each series. The authority
of the Board of Directors with respect to each series includes determination of the following:
(1) The number of shares in and the distinguishing designation of that series;
(2) Whether shares of that series shall have full, special, conditional, limited or no voting rights, except to the
extent otherwise provided by the Statutes;
(3) Whether shares of that series shall be convertible and the terms and conditions of the conversion, including
provision for adjustment of the conversion rate in circumstances