ARTICLES OF INCORPORATION

INITIALLY CONFORMED OCTOBER 27, 1997

Pursuant to the provisions of the Alabama Non-Profit Corporation Act, the undersigned hereby adopts the following amended Articles of Incorporation.

ARTICLE I - NAME

The name of the Corporation is Distributed Computing Technologies Inc.

ARTICLE II - DURATION

The duration of the corporation is perpetual.

ARTICLE III - PURPOSE

The Corporation exists for the sole purpose of researching, exploring, and implementing distributed computing technologies utilizing public-access data networks to allow personal computers in the private sector to collaborate on large computational tasks. Any funds obtained either from the receipt of charitable donations or as a result of completing a sponsored computational task will be retained by the Corporation to be offered as incentive for individual participation or for distribution to organizations that qualify as exempt organizations under sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 (herein the "Code") (or the corresponding section of any future United States Internal Revenue Code).

ARTICLE IV - MEMBERS

The corporation shall have no members.

ARTICLE V - ADDRESS AND REGISTERED AGENT

The street address of the registered office of the Corporation is 125C 25th Ave NW, Birmingham, Alabama, 35215 and the name of the registered agent at that office is David C. McNett.

ARTICLE VI - DIRECTORS

The number of incorporators constituting the initial Board of Directors of the Corporation is seven and the names and addresses of the persons who are incorporators and who will serve as Directors until their successors are named (as specified in the Bylaws) are:

• Adam L. Beberg - 5940 West Lakebluff Drive Apt 6A, Tinley Park, Illinois, 60477
• David C. McNett - 125C 25th Ave NW, Birmingham, Alabama, 35215
• Jeffrey A. Lawson - 1893 Kaweah Drive, Pasadena, California, 91105

The number of directors shall not be more than twelve (12) and a change to the number of directors shall only be made by an amendment to the By Laws.

ARTICLE VII - INCORPORATOR

The name and address of the Incorporator is:

David C. McNett - 125C 25th Ave NW, Birmingham, Alabama, 35215

ARTICLE VIII - RESTRICTIONS

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these articles of incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on (a) by an organization exempt under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the code.

ARTICLE IX - DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE X - ORGANIZATION

The corporation is organized exclusively for religious, charitable, scientific, literary, educational and scientific purposes, including, for such purposes, the making of distributions to organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

IN WITNESS THEREOF, the undersigned incorporator executed these Articles of Incorporation on this, the second day of July, 1998. This document is an amended version of Articles originally executed on the twenty-seventh day of October, 1997.

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Please note that only the original English version of this document has a legal value. The subsequent translations of this document in languages other than English do not constitute legal documents of any kind and are merely designed to provide non English speaking users with some insight on the legal foundations upon which DCTI rests.