Articles of Incorporation

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 — Name

The name of the corporation is The Lunar Resources Company.

Article II — Duration

The period of its duration is perpetual.

Article III — Purpose

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 — Shares

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 — Denial Of Preemptive Rights

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 — Voting

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 — Registered Office And Agent

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 — Actions By Shareholders Without A Meeting

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 — Incorporator

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 --------------------------------------------------------------------- RESOLUTION OF ACCEPTANCE OF THE ARTICLES OF INCORPORATION APPROVED BY THE LUNAR RESOURCES COMPANY BOARD OF DIRECTORS 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 Corporation. 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 Corporation. 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 Corporation. 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 Directors. 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 thereof. 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