Nodesystem America Inc Watch

from SB-2 1 page Stock Certificate Incorporated Under the Laws of Nevada No. 000 0000 Shares Nodesystem Amercia, Inc. Authorized Capital Stock Common Stock 50,000,000 This Certifies That 'Speciman Copy' Is the Owner of Shares of the Capital Stock of Nodesystem Amercia, Inc. Transferable on the Books of the Corporation by the Holder Hereof in Person or by Attorney Upon Surrender of His Certificate Properly Endorsed. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers, and Its Corporate Seal to Be Hereunto Affixed This Day of D.D. 19. Joo Young Kim, President Shares Par Value $.01 Each "The Shares Represented by This Certificate Have Been Acquired for Investment and Have Not Been Registered Under the Securities Act of 1933, as Amended, Nor Is the Corporation Under Any Obligation to Register These Securities. These Shares May Not Be Sold or Transferred in the Absence of Such Registration or an Opinion of Counsel, Satisfactory to Counsel for the Corporation, That Such Registration Is Not Required and That Such Sale or Transfer Does Not Violate the Securities Act of 1933, as Amended, or the Securities Act of Any State." Certificate for Shares of Capital Stock Nodesystem America, Inc. Issued to Date for Value Received, Hereby Sell, Assign and Transfer Unto Shares of the Capital Stock Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Stock on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated 19 in Presence Of

from SB-2 ~10 pages Articles of Incorporation or Bylaws

from SB-2 1 page Articles of Incorporation (Pursuant to Vrs 78) State of Nevada Secretary of State 1. Name of Corporation: Nodesystem America, Inc. 2. Resident Agent: (Designated Resident Agent and His Street Address in Nevada Where Process May Be Served) Name of Resident Agent: Douglas Beckley Street Address: 1350 E. Flamingo Rd, Las Vegas 89119 3. Shares: (Number of Shares the Corporation Is Authorized to Issue) Number of Shares With Par Value: 50,000,000 Par Value: .001 Number of Shares Without Par Value: 0 4. Governing Board: Shall Be Styled as (Check One): X Directors Trustees the First Board of Directors Shall Consist of One Member and the Name and Address Is as Follows: 5. Purpose: To Do Business as Nevada Corp. for Profit. 6. Other Matters. This Form Includes the Minimal Statutory Requirements to Incorporate Under Nrs 78. You May Attach Additional Information Pursuant to Nrs 78.037 or Any Other Information You Deem Appropriate. if Any of the Additional Information Is Contradictory to This Form, It Cannot Be Filed and Will Be Returned to You for Correction. Number of Pages Attached -0- 7. Signatures of Incorporators: Joo Young Kim 2530 Poplynn Dr. N. Vancouver, Canada V7j2y2 /S/Joo Young Kim April 4, 2001 - Joo Young Kim