Free Filing Fee $150.00_________ID Number - Rhode Island

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615 (401) 222-3040

INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION FOR A PROFESSIONAL SERVICE CORPORATION
Sections 7-5.1 and 7-1.2 of the General Laws of Rhode Island, 1956, as amended

The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory provision. This form and the information provided are not substitutes for the advice and services of an attorney and/or tax specialist. 1. To incorporate a professional service corporation, Articles of Incorporation (Form No. 112) must be filed with the Office of the Secretary of State, Corporations Division, at the above address. When the Articles are completed, signed by each of the incorporators, and submitted with the correct filing fee, a Certificate of Incorporation shall be issued. 2. The minimum filing and license fee is $230.00 for less than 75,000,000 shares of authorized stock. The fee is prorated at 75,000,000 shares. Call the Corporations Division at the above telephone number for the appropriate fee if the number of authorized shares is 75,000,000 or greater. Payment should be made payable to the Rhode Island Secretary of State. 3. The name of any business entity must be "distinguishable upon the records of the secretary of state." This means the Office of the Secretary of State will deny a request for a name if such name is identical to or not distinguishable from any entity, name reservation, or registration on file with the Business Section of the Corporations Division. The corporate name shall contain the word "professional corporation," "corporation," "incorporated," or "limited," or shall contain an abbreviation of one of the words. A preliminary name availability check can be made by checking the Name Availability Database on our website, or by phoning us at the above telephone number. This preliminary check is not statutorily required, is not binding upon the Secretary of State, and does not ensure that the name will be available upon filing the Articles of Incorporation. It is suggested that you do not make any financial expenditures or execute documents utilizing the name based upon a preliminary name availability check. The final determination as to availability of the name will be made when the documents are submitted for filing. 4. Each corporation shall have and continuously maintain in this state a registered office, which may be, but need not be, the same as its place of business, and a registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, having a business office identical with the registered office. However, in the case where the registered agent of a corporation is an attorney, the business address of the agent need not be identical with the registered office, but may be the usual business address of the attorney. The registered agent so appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. 5. The corporation is responsible for filing an annual report each calendar year between January 1 and March 1, beginning with the year following the year of incorporation. A notification will be mailed to the registered agent prior to January 1 each year. Be sure to follow up with your registered agent concerning the filing of this report. Failure to file the Annual Report within the statutory time period will result in a penalty fee of $25.00. 6. If the corporation is engaged in the practice of engineering pursuant to Section 5-8-24 of the General Laws, evidence of a current certificate of authorization issued by the State Board of Registration for Professional Engineers must be filed with the Secretary of State upon qualification. You may contact the State Board of Registration for Professional Engineers at (401) 462-9592. 7. If the corporation is engaged in the practice of land surveying pursuant to Section 5-8.1-1 of the General Laws, evidence of a current certificate of registration issued by the State Board of Registration for Land Surveyors must be filed with the Secretary of State upon qualification. You may contact the State Board of Registration for Land Surveyors at (401) 462-9595.

8. If the corporation is engaged in the practice of architecture pursuant to Section 5-1-15.1 of the General Laws, evidence of a current certificate of registration issued by the State Board of Examination and Registration of Architects must be filed with the Secretary of State upon qualification. You may contact the State Board of Examination and Registration of Architects at (401) 462-9594. 9. If the corporation is engaged in the practice of landscape architecture pursuant to 5-51-13 of the General Laws, evidence of a current certificate of registration issued by the State Board of Examination and Registration of Landscape Architects must be filed with the Secretary of State upon qualification. You may contact the State Board of Examiners of Landscape Architects at (401) 462-9595. 10. Upon filing Articles of Incorporation, every professional service corporation shall also be required to file a certificate reciting that application has been made to obtain insurance against any liability imposed by law upon the corporation or its employees arising out of the performance of professional services. See Section 7-5.1-8 for further information regarding insurance exclusions and limits. 11. Failure to comply with Nos. 4 and 5 above may result in the revocation of the Articles of Incorporation pursuant to the provisions of Section 7-1.2-1310 of the General Laws, as amended. If you have any questions, please call us at (401) 222-3040, Monday through Friday, between 8:30 a.m. and 4:30 p.m.

Instructions/Form 112 Revised: 07/08

Filing and License Fee: $230.00 minimum

ID Number: _____________

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615

PROFESSIONAL SERVICE CORPORATION ____________ ARTICLES OF INCORPORATION
The undersigned acting as incorporator(s) of a professional service corporation under Chapters 7-5.1 and 7-1.2 of the General Laws of Rhode Island, 1956, as amended, adopt(s) the following Articles of Incorporation for such corporation: 1. The name of the corporation is
(This is a close corporation pursuant to § 7-1.2-1701 of the General Laws, 1956, as amended.) (Strike if inapplicable.)

2. The profession to be practiced through the professional service corporation is 3. The total number of shares which the corporation has authority to issue is:
(a) If only one class: Total number of shares

or
(b) If more than one class: Total number of shares of each class A statement of all or any of the designations and the powers, preferences, and rights, including voting rights, and the qualifications, limitations, or restrictions of them, which are permitted by the provisions of Chapter 7-1.2 of the General Laws, 1956, as amended, in respect of any class or classes of shares of the corporation and the fixing of which by the articles of association is desired, and an express grant of the authority as it may then be desired to grant to the board of directors to fix by vote or votes any of them that may be desired but which is not fixed by the articles:

4. The address of the initial registered office of the corporation is
(Street Address, not P.O. Box)

, RI
(City/Town) (Zip Code)

and the name of its initial registered agent .

at such address is
(Name of Agent)

5. The corporation shall have perpetual existence until dissolved or terminated in accordance with Chapter 7-1.2. 6. Unless otherwise stated all authorized shares are deemed to have a nominal or par value of $0.01 per share.

Form No. 112 Revised 12/05

7. Additional provisions, if any, not inconsistent with Chapter 7-1.2 which the incorporators elect to have set forth in these Articles of Incorporation:

8. The name and address of each incorporator is: Name Address

9. These Articles of Incorporation shall be effective upon filing unless a specified date is provided which shall be no later than the 90th day after the date of this filing Under penalty of perjury, I/we declare and affirm that I/we have examined these Articles of Incorporation, including any accompanying attachments, and that all statements contained herein are true and correct. Date:

Signature of each Incorporator