Articles of Incorporation of The Lunar Resources Company

 The undersigned natural person of the age of eighteen (18) years 
 or more, acting as an incorporator of a corporation under the 
 Texas Business Corporation Act, hereby adopts the following 
 Articles of Incorporation for such corporation: 
                          ARTICLE I
 The name of the corporation is The Lunar Resources Company. 
                          ARTICLE II
 The period of its duration is perpetual. 
                          ARTICLE III
 The Lunar Resources Company is organized to advance and engage in 
 space flight as a commercial enterprise, to establish and operate 
 a permanent manned lunar base, and to transact any and all lawful 
 business--on Earth, in outer space, and on other celestial 
 bodies--for which corporations may be incorporated under the 
 Texas Business Corporation Act. 
                          ARTICLE IV
 The aggregate number of shares which the corporation has 
 authority to issue is Twenty Million (20,000,000) shares of 
 One-Tenth Cent ($0.001) par value per share. Such shares are 
 designated as common stock and shall have identical rights and 
 privileges in every respect. 
                          ARTICLE V
 The right of a shareholder referred to in Article 2.22-1 of the 
 Texas Business Corporation Act to exercise a preemptive right to 
 acquire additional, unissued, or treasury shares of the 
 corporation or securities of the corporation convertible into or 
 carrying a right to subscribe to or acquire shares of the 
 corporation is hereby denied. 
                          ARTICLE VI
                     NONCUMULATIVE VOTING 
 Directors shall be elected by majority vote.  No shareholder of 
 the corporation shall have the right to cumulate his votes in the 
 election of directors. 
                          ARTICLE VII
 Each outstanding share of Common Stock will be entitled to one 
 vote on each matter submitted to a vote of shareholders. 
                          ARTICLE VIII
                     POWER TO AMEND BYLAWS 
 Without limiting the power of the shareholders of the corporation 
 to amend or repeal the corporation's bylaws or to adopt new 
 bylaws, the Board of Directors shall have the power to amend or 
 repeal the corporation's bylaws and to adopt new bylaws. 
                          ARTICLE IX
                     COMMENCEMENT OF BUSINESS 
 The corporation will not commence business until it has received 
 for the issuance of its shares consideration of the value of One 
 Thousand Dollars ($1,000), consisting of money, labor done, or 
 property actually received. 
                          ARTICLE X
 The street address of the initial registered office of the 
 corporation is 213 Old Oaks, League City, Texas  77573, and the 
 name of its initial registered agent at such address is Gregory 
 R. Bennett. 
                          ARTICLE XI
                      INITIAL DIRECTORS 
 The number of directors constituting the initial Board of 
 Directors is 15, and the names and addresses of the persons who 
 are to serve as directors until the first annual meeting of the 
 shareholders, or until their successor or successors are elected 
 and qualified are: 
      Gregory R. Bennett 
      213 Old Oaks 
      League City, Texas  77573 
      Melva G. Bennett 
      213 Old Oaks 
      League City, Texas  77573 
      David L. Burkhead 
      338 Wheeler, Apt. 1 
      Akron, Ohio 44304 
      Dana A. Carson 
      8382 Bodkin Avenue 
      Pasadena, MD  21122 
      Cynthia A. Griffin 
      16582 Space Center Boulevard 
      Houston, Texas  77058 
      Jerrell Scott Hanson 
      1809 Charro 
      Friendswood, Texas  77546 
      John Manford 
      710 East Shore 
      Clear Lake Shores, Texas  77565 
      Gregory W. Nemitz 
      2163 Missouri Street 
      San Diego, California  92109 
      Steven Peter Newman 
      5401 Greasewood Lane 
      Phelan, California  92329 
      Kevin O'Donnell, Jr. 
      3828 Abbey Court 
      Campbell, California  95008-2706 
      Jack Peters 
      111 Joy Lane 
      Conroe, Texas  77304 
      Howard G. Slade 
      709 Tanglewood Drive 
      Friendswood, Texas  77546 
      Ian Randal Strock 
      1380 East 17th Street 
      Brooklyn, New York  11230 
      Mark C. Sumner 
      23 Anawood Drive 
      Arnold, Missouri  63010 
      Becky Suzanne Thomson 
      6004 Westgate Drive, Apt. 104 
      Orlando, Florida  32835

      The number of directors may hereafter be increased or 
 decreased as provided in the bylaws of the corporation. 
                          ARTICLE XII
                     LIABILITY OF DIRECTORS
      No director of the corporation shall be liable to the 
 corporation or its shareholders for monetary damages for an act 
 or omission in the director's capacity as a director, except that 
 this article does not eliminate or limit the liability of a 
 director to the extent the director is found liable for: (1) a 
 breach of the director's duty of loyalty to the corporation or 
 its shareholders; (2) an act or omission not in good faith that 
 constitutes a breach of duty of the director to the corporation 
 or an act or omission that involves intentional misconduct or a 
 knowing violation of the law; (3) a transaction from which the 
 director received an improper benefit, whether or not the benefit 
 resulted from an action taken within the scope of the director's 
 office; or (4) an act or omission for which the liability of a 
 director is expressly provided for by an applicable statute. 
                          ARTICLE XIII
      Any action required by the Texas Business Corporation Act 
 to be taken at any annual or special meeting of shareholders, or 
 any action which may be taken at any annual or special meeting of 
 shareholders, may be taken without a meeting, without prior 
 notice, and without a vote, if a consent or consents in writing, 
 setting forth the action so taken, shall be signed by the holder 
 or holders of shares having not less than the minimum number of 
 votes that would be necessary to take such action at a meeting at 
 which the holders of all shares entitled to vote on the action 
 were present and voted. 
                          ARTICLE XIV
      The name and address of the incorporator is:

                Walter Earl Bissex 
                Winstead Sechrest & Minick P.C. 
                100 Congress Ave., Suite 800 
                Austin, Texas  78701 
 IN WITNESS WHEREOF, I have hereunto set my hand this the ____ day 
 of November, 1994. 
                          Walter Earl Bissex 


 1.   Acceptance of Articles of Incorporation. 
      RESOLVED, that the Articles of Incorporation of the 
 Corporation as filed in the Office of the Secretary of State of 
 the State of Texas on November 10, 1994, and as reviewed by the 
 directors of the Corporation, are hereby accepted and approved, 
 and the secretary of the Corporation is directed to place the 
 Articles of Incorporation in the corporate record book of the 
 2.   Bylaws. 
      RESOLVED, that the Bylaws for the regulation of the affairs 
 of the Corporation, as reviewed by the directors of the 
 Corporation, are hereby accepted and approved, and the secretary 
 of the Corporation is directed to place the Bylaws in the 
 corporate record book of the Corporation. 
 3.   Officers. 
      RESOLVED, that the following persons be, and they hereby 
 are, elected to serve as officers of the Corporation in the 
 capacities set forth opposite their respective names until such 
 time as their successors shall be elected and qualified: 
      President      -    Gregory R. Bennett
      Vice President -    Jack Peters
      Secretary      -    Melva G. Bennett
      Treasurer      -    Melva G. Bennett 
 4.   Corporate Seal. 
      RESOLVED, that the form of seal of the Corporation, an 
 impression of which may appear in the margin of this Consent, is 
 hereby approved and adopted as the official seal of the 
 5.   Stock Certificates. 
      RESOLVED, that the form of certificate attached hereto as 
 Exhibit "A" is hereby approved and adopted as the form of 
 certificate to evidence ownership of shares of Common Stock, one 
 cent par value per share (the "Common Stock"), of the 
 6.   Issuance of Shares. 
      RESOLVED, that the Corporation shall issue to and in the 
 name of the following shareholder the number of shares of Common 
 Stock set forth below for and against receipt by the Corporation 
 of the consideration shown, and that when such shares of Common 
 Stock of the Corporation are so issued, they shall be duly 
 issued, validly outstanding, fully paid and nonassessable. 
      Shareholder            Shares        Consideration 
      Gregory R. Bennett     ___________   _____________ 
      RESOLVED FURTHER, that following issuance of such shares, 
 the Corporation will have received $1,000 for the issuance of 
 shares, and consequently, the Corporation may commence 
 transacting business and may incur indebtedness. 
 7.   Depository Bank. 
      RESOLVED, that Nations Bank of Texas, N.A. be, and it hereby 
 is, designated the depository bank of the Corporation and that 
 the officers of the Corporation are hereby authorized to execute 
 the Resolution prepared by such bank for the establishment of 
 banking relations, a copy of which is attached as Exhibit "B" to 
 this Consent.  Upon execution of such Resolution it will be 
 deemed to have been adopted in all respects by the Board of 
 8.   Fiscal Year. 
      RESOLVED, that the fiscal year of the Corporation shall end 
 on the date set forth in the Corporation's federal tax return. 
 9.   S Corporation Election. 
      RESOLVED, that the Corporation elects to be taxed as a 
 "small business corporation" under Section 1361 of the Internal 
 Revenue Code of 1986, as amended, or any successor statutes 
 10.  Organizational Costs. 
      RESOLVED, that the treasurer of this Corporation be, and she 
 is hereby, authorized to pay all charges and expenses arising out 
 of the organization of this Corporation and to reimburse any 
 person who has made any disbursements therefor. 
 11.  Authority. 
      RESOLVED, that the officers of the Corporation are hereby 
 severally authorized to (a) sign, execute, certify to, verify, 
 acknowledge, deliver, accept, file and record any and all such 
 instruments and documents, and (b) take, or cause to be taken,  
 any and all such action in the name of and on behalf of the 
 Corporation or otherwise (as in any such officer's judgment shall 
 be necessary, desirable or appropriate) in order to effect the 
 purposes of the foregoing resolutions.