CERTIFICATE OF INCORPORATION
EQ RESOURCES LTD.
I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
FIRST. The name of the corporation is EQ Resources Ltd.
SECOND. The address of the corporation's registered office in
the State of Delaware is One Rodney Square, 10th Floor, Tenth and King Streets,
in the City of Wilmington, County of New Castle, 19801. The name of its
registered agent at such address is RL&F Service Corp.
THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is Twenty Million (20,000,000). All such shares are to
be Common Stock, par value of $.001 per share and are to be of one class.
FIFTH. The incorporator of the corporation is Janine M. Salomone, P.O. Box
551, Wilmington, DE 19899.
SIXTH. Unless and except to the extent that the by-laws of the corporation
shall so require, the election of directors of the corporation need not be by
SEVENTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the by-laws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any by-law whether adopted by them or otherwise.
EIGHTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liabilit