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organization exempt from federal taxation under Section 501(c)(3) of the Code and the Regulations or the corresponding provisions of any subsequent federal tax laws. ARTICLE VI. Registered Agent and Registered Office The name and street address of the Corporation's Registered Agent and Registered Office for service of process is: Lynn Kachmarik, 54438 Old Bedford Trail, Mishawaka, Indiana 46545. The undersigned Organizer represents that the registered agent named herein has consented to the appointment of registered agent. ARTICLE VII. Membership The Corporation shall not have members. ARTICLE VIII. Provisions for Conduct of Affairs of Corporation Section 8.01. Management of Corporation. The affairs of the Corporation shall be managed by the Board of Directors of the Corporation. Section 8.02. Number. The number of Directors may be fixed from time to time by the Bylaws of the Corporation. Section 8.03, Code of Bylaws. The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal the Bylaws of the Corporation. Section 8.04. Limitation on Powers of the Board of Directors. Notwithstanding any contrary provisions in these Articles, the Board of Directors shall not have the power or authority to take or authorize any action which shall deprive the Corporation of its status as an exempt organization under the provisions of Section 501(c)(3) of the Code. Section 8.05. Amendment of Articles of Incorporation. The Board of Directors of the Corporation has the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation or in any amendment hereto, in any manner now or hereafter prescribed or permitted by the Act or any amendment thereto; provided, nevertheless, that such power of amendment shall not authorize any amendment which would have the effect of disqualifying this Corporation as an exempt organization under the provisions of Section 501(c)(3) of the Code, or such equivalent provision as may hereafter exist from time to time. Section 8.06. Indemnification. The Corporation shall indemnify every person who is or was a director or officer of the Corporation (each of which, together with such personas heirs, estate, executors, administrators and personal representatives, is hereinafter referred to as an Indemnitee) to the fullest extent permitted by Chapter 16 of the Act, provided that such person is determined to have met the standards of conduct specified in the Act. Further, the Corporation shall, to the fullest extent permitted by the Act, pay for or reimburse the reasonable expenses incurred by every Indemnitee who is a party to a proceeding in advance of final disposition of ARTICLES OF INCORPORATION — URBAN ADVENTURE GAMES, INC. PAGE 2