New York State
			      Department of State
			    Division of Corporations
				Albany, NY 12231

                            [UNOFFICIAL COPY OF THE]
			  CERTIFICATE OF INCORPORATION
				       OF
			Electronic Gift Economies, Inc.

	    Under Section 402 of the Not-for-Profit Corporation Law


FIRST: The name of the corporation is: Electronic Gift Economies, Inc.

SECOND: The corporation is a corporation as defined in subparagraph (a)(5)
of section 102 (Definitions) of the Not-for-Profit Corporation Law.

THIRD: Purposes.

    * Whereas a constant supply of intellectual works such as music,
    literature, and computer software that may be copied, modified, and
    redistributed by the public without charge (i.e. nonproprietary
    intellectual works) is vital for a healthy culture;

    * whereas a digital medium enables copying and distribution of such
    works at virtually no cost;

    * whereas such works are public gifts rather than private commodities;
    and

    * whereas such works are not well supported by capital economies,

the purposes for which the corporation is formed are as follows:

    * To support and promote the creation, development, distribution, and
    use of nonproprietary intellectual works;

    * to discuss, create, and implement methods and systems for marking,
    manipulating, identifying, distributing, and funding such works;

    * to solicit, collect, and otherwise raise money and to expend such
    funds in furtherance of the goals and activities of the corporation;
    and

    * to aid, assist, cooperate, cosponsor, and otherwise engage in
    concerted action with private, educational, and governmental
    organizations and associations on all issues and matters concerning
    such works and systems.

In furtherance of its corporate purposes, the corporation shall have all
the general powers enumerated in Section 202 of the Not-For-Profit
Corporation Law, together with the power to solicit grants and
contributions for the corporate purposes.

Nothing herein shall authorize this corporation, directly or indirectly, to
engage in or include among its purposes, any of the activities mentioned in
the Not-For-Profit Corporation Law, Section 404(a)-(v).

FOURTH: The corporation shall be a Type B corporation pursuant to Section
201 of the Not-for-Profit Corporation Law.

FIFTH: The office of the corporation is to be located in the County of
Saratoga, State of New York.

SIXTH: The names and addresses of the initial directors of the corporation
are:

Anthony Carrico
[ADDRESS HERE IN OFFICIAL COPY]

John Belmonte
[ADDRESS HERE IN OFFICIAL COPY]

Renee Carrico
[ADDRESS HERE IN OFFICIAL COPY]

SEVENTH: The Secretary of State is designated as agent of the corporation
upon whom process against it may be served. The address within or without
this state to which the Secretary of State shall mail a copy of any process
accepted on behalf of the corporation is:

[ADDRESS HERE IN OFFICIAL COPY]

EIGHTH: (State and Federal exemption language for Type B and C corporations
seeking tax exemption):

Notwithstanding any other provisions of these articles, the corporation is
organized exclusively for one or more of the purposes as specified in
section 501(c)(3) of the Internal Revenue Code of 1954 (the "IRC"), and
shall not carry on any activities not permitted to be carried on by a
corporation exempt from Federal income tax under IRC section 501(c)(3) or
corresponding provisions of any subsequent Federal tax laws.

No part of the net earnings of the corporation shall inure to the benefit
of any member, trustee, director, officer of the corporation, or any
private individual (except that reasonable compensation may be paid for
services rendered to or for the corporation), and no member, trustee,
officer of the corporation or any private individual shall be entitled to
share in the distribution of any of the corporation assets on dissolution
of the corporation.

No substantial part of the activities of the corporation shall be carrying
on propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by IRC section 501(h)), and the corporation shall not
participate in, or intervene in (including the publication or distribution
of statements), any political campaign on behalf of (or in opposition to)
any candidate for public office.

In the event of dissolution, all of the remaining assets and property of
the corporation shall, after necessary expenses thereof, be distributed to
another organization exempt under IRC section 501(c)(3), or corresponding
provisions of any subsequent Federal tax laws, or to the Federal
government, or state or local government for a public purpose, subject to
the approval of a Justice of the Supreme Court of the State of New York.

In any taxable year in which the corporation is a private foundation as
described in IRC section 509(a), the corporation shall distribute its
income for said period at such time and manner as not to subject it to tax
under IRC section 4942, and the corporation shall not (a) engage in any act
of self-dealing as defined in IRC section 4941(d), retain any excess
business holdings as defined in IRC section 4943(c), (b) make any
investments in such a manner as to subject the corporation to tax under IRC
section 4944, or (c) make any taxable expenditures as defined in IRC
section 4945(d) or corresponding provisions of any subsequent Federal tax
laws.



Anthony Carrico	X____________________________________________________
[ADDRESS HERE IN OFFICIAL COPY]



John Belmonte	X____________________________________________________
[ADDRESS HERE IN OFFICIAL COPY]