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from 8-K 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation

from 8-K 1 page Amendment to Certificate of Incorporation

from 10SB12G ~10 pages Articles of Incorporation or Bylaws

from 10SB12G 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation Magic Fingers, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First: That at a Meeting of the Board of Directors of Magic Fingers, Inc. Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered (1) So That, as Amended, Said Article Shall Be and Read as Follows: The Name of the Corporation Is Magicinc.com. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Duly Called and Held Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Magic Fingers, Inc. Has Caused This Certificate to Be Signed by Gordon Scott Venters, an Authorized Officer, This 24th Day of April, 1999. By: /S/ Gordon Scott Venters Authorized Officer Name: Gordon Scott Venters Print or Type Title: President/CEO 95

from 10SB12G 1 page Certificate for Renewal and Revival of Charter Magic Fingers, Inc., a Corporation Under the Laws of Delaware, the Charter of Which Was Voided for Non- Payment of Taxes, Now Desires to Procure a Restoration, Renewal and Revival of Its Charter, and Hereby Certifies as Follows: 1. the Name of This Corporation Is Magic Fingers, Inc. 2. Its Registered Office in the State of Delaware Is Located at 1013 Centre Road, Wilmington, De 19805, County of New Castle. the Name and Address of Its Registered Agent Is Corporation Service Company. 3. the Date of Filing of the Original Certificate of Incorporation in Delaware Was 7-28-61. 4. the Date When Restoration, Renewal, and Revival of the Charter of This Company Is to Commence Is the 28th Day of February, 1999 Same Being Prior to the Date of the Expiration of the Charter. This Renewal and Revival of the Charter of This Corporation Is to Be Perpetual. 5. This Corporation Was Duly Organized and Carried on the Business Authorized by Its Charter Until the 1st Day of March A.D. 1999, at Which Time Its Charter Became Inoperative and Void for Non-Payment of Taxes and This Certificate for Renewal and Revival Is Filed by Authority of the Duly Elected Directors of the Corporation in Accordance With the Laws of the State of Delaware. in Testimony Whereof, and in Compliance With the Provisions of Section 312 of the General Corporation Law of the State of Delaware, as Amended, Providing for the Renewal Extension and Restoration of Charters. Gordon Scott Venters the Last and Acting Authorized Officer Hereunto Set His/Her Hand to This Certificate This 24th Day of April 1999. By: /S/ Gordon Scott Venters Gordon Scott Venters Title of Officer: President/CEO State of Delaware Secretary of State Division of Corporations Filed 09:00 Am 04/23/1999 991162445 - 0570716 94

from 10SB12G 1 page Certificate for Renewal and Revival of Charter Magic Fingers, Inc., a Corporation Under the Laws of Delaware, the Charter of Which Was Voided for Non- Payment of Taxes, Now Desires to Procure a Restoration, Renewal and Revival of Its Charter, and Hereby Certifies as Follows: 1. the Name of This Corporation Is Magic Fingers, Inc. 2. Its Registered Office in the State of Delaware Is Located at 1013 Centre Road, Wilmington, De 19805, County of New Castle. the Name and Address of Its Registered Agent Is Corporation Service Company. 3. the Date of Filing of the Original Certificate of Incorporation in Delaware Was 7-28-61. 4. the Date When Restoration, Renewal, and Revival of the Charter of This Company Is to Commence Is the 28th Day of February, Same Being Prior to the Date of the Expiration of the Charter. This Renewal and Revival of the Charter of This Corporation Is to Be Perpetual. 5. This Corporation Was Duly Organized and Carried on the Business Authorized by Its Charter Until the 1st Day of March A.D. 1997, at Which Time Its Charter Became Inoperative and Void for Non-Payment of Taxes and This Certificate for Renewal and Revival Is Filed by Authority of the Duly Elected Directors of the Corporation in Accordance With the Laws of the State of Delaware. in Testimony Whereof, and in Compliance With the Provisions of Section 312 of the General Corporation Law of the State of Delaware, as Amended, Providing for the Renewal Extension and Restoration of Charters. Gordon Scott Venters the Last and Acting Authorized Officer Hereunto Set His/Her Hand to This Certificate This 22nd Day of April 1997. By: /S/ Gordon Scott Venters Gordon Scott Venters Title of Officer: President/CEO State of Delaware Secretary of State Division of Corporations Filed 09:00 Am 04/29/1997 971138740 - 0570716 93

from 10SB12G 1 page Amendment to Articles of Incorporation

from 10SB12G 1 page Certificate of Restoration and Revival of Certificate of Incorporation of Magic Fingers Inc. Magic Fingers Inc., a Corporation Organized Under the Laws of Delaware, the Charter of Which Was Voided for Non-Payment of Taxes, Now Desires to Procure a Restoration, Renewal and Revival of Its Charter, and Hereby Certifies as Follows: 1. the Name of the Corporation (Hereinafter Called the "Corporation") Is Magic Fingers Inc. 2. the Corporation Was Organized Under the Provisions of the General Corporation Law of the State of Delaware. the Date of Filing of Its Original Certificate of Incorporation With the Secretary of State of the State of Delaware Is July 28, 1961. 3. the Address, Including the Street, City, and County, of the Registered Office of the Corporation in the State of Delaware and the Name of the Registered Agent at Such Address Are as Follows: The Prentice-Hall Corporation System, Inc. , 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, County of Kent. 4. the Corporation Hereby Procures a Restoration and Revival of Its Certificate of Incorporation, Which Became Inoperative by Law on March 1, 1988 for Failure to File Annual Reports and Non-Payment of Taxes Payable to the State of Delaware. 5. the Certificate of Incorporation of the Corporation, Which Provides for and Will Continue to Provide For, Perpetual Duration, Shall, Upon the Filing of This Certificate of Restoration and Revival of the Certificate of Incorporation in the Department of State of the State of Delaware, Be Restored and Revived and Shall Become Fully Operative on February 29, 1988. 6. This Certificate of Restoration and Revival of the Certificate of Incorporation Is Filed by Authority of the Duly Elected Directors as Prescribed by Section 312 of the General Corporation Law of the State of Delaware. Signed and Attested to on January 31, 1992. /S/ Michael J. Paolini Michael J. Paolini, President Attest: /S/ Kimberly Paolini - Kimberly Paolini, Secretary 90

from 10SB12G 1 page Certificate for Renewal and Revival of Charter Magic Fingers Inc. ,A Corporation Organized Under the Laws of Delaware, the Certificate of Incorporation of Which Was Filed in the Office of the Secretary of State on the 26 Day of July 1961 , and Recorded in the Office of the Recorder of Deeds for New Castle County, in Certificate of Incorporation Record , Vol. , Page , on the 28th Day of July, 1961 , the Charter of Which Was Voided for Non-Payment of Taxes, Now Desires to Procure a Restoration, Renewal and Revival of Its Charter, and Hereby Certifies as Follows: 1. the Name of This Corporation Is Magic Fingers Inc. 2. Its Registered Office in the State of Delaware Is Located at Corporation Trust Center 1209 Orange Street, City of Wilmington , County of New Castle and the Name Oand Address of Its Registered Agent Is Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilminton, Delaware 19801. 3. the Date When the Restoration, Renewal, and Revival of the Charter of This Company Is to Commence Is the 28th Day of Feb. 1983 A.D. 19___, at Which Time Its Charter Became Inoperative and Void for Non-Paymenbt of Taxes and This Certificate for Renewal and Revival Is Filed by Authority of the Duly Elected Directors of the Corporation in Accordance With the Laws of the State of Delaware. in Testimony Whereof, and in Compliance With the Provisions of Section 312 of the General Corporation Law of the State of Delaware, as Amended, Providing for the Renewal, Extension and Restroation of Charters, John J. Houghtaling the Last and Acting President, and Rita M. Breir , the Last and Acting Secretary of Magic Fingers Inc. , Have Hereunto Set Their Hands to This Certificate This 7th Day of December 1984 /S/ John J. Houghtaling John J. Houghtaling Attest: /S/ Rita M. Breier Rita M. Breier 89

from 10SB12G 1 page Certificate of Renewal and Revival of Charter

from 10SB12G 1 page Certificate of Correction

from 10SB12G 1 page Amendment to Articles of Incorporation

from 10SB12G 1 page Certificate of Reduction of Capital

from 10SB12G ~20 pages Agreement of Merger

from 10SB12G ~5 pages Articles of Incorporation

from 10SB12G ~10 pages Articles of Incorporation or Bylaws

from 10SB12G 1 page State of Delaware Certificate of Amendment of Certificate of Incorporation Magic Fingers, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware. Does Hereby Certify: First: That at a Meeting of the Board of Directors of Magic Fingers, Inc. Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered (1) So That, as Amended, Said Article Shall Be and Read as Follows: The Name of the Corporation Is Magicinc.com. Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Duly Called and Held Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Magic Fingers, Inc. Has Caused This Certificate to Be Signed by Gordon Scott Venters, an Authorized Officer, This 24th Day of April, 1999. By: /S/ Gordon Scott Venters Authorized Officer Name: Gordon Scott Venters Print or Type Title: President/CEO 54 <page>

from 10SB12G 1 page Amendment to Articles of Incorporation

from 10SB12G 1 page Certificate of Correction

from 10SB12G 1 page Amendment to Articles of Incorporation