William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF ORGANIZATION

(General Laws, Chapter180)

ARTICLE I

The exact name of the corporation is:

INTERNETBAR.ORG INSTITUTE, INC.

ARTICLE II

The purpose of the corporation is to engage in the following activities:

The sole purpose of this Corporation shall be to support INTERNETBAR.ORG, INC. in its corporate endeavors to address issues associated with the practice of law in cyberspace, including, without limitation, the harmonizing of international laws that affect privacy, identity theft and e-commerce, and to address other issues that may emerge, as globalization and virtual practices evolve. Only in connection with such support, this corporation may engage generally in any activity which may lawfully be carried on by a corporation which is organized under Chapter180 of the Massachusetts General haws and which is exempt from federal income taxation under Section 501(c)(6) of the Internal Revenue Code 1986, as both may be in effect from time to time.

Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with II left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearlyindicated.

ARTICLEIII

A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

The sole Member of this Corporation shall be InternetBar.org, Inc.

ARTICLE IV

**Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, forits voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:

See Continuation Sheet IV.1 – IV.4 attached hereto and made a part hereof.

ARTICLE V

The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

**If there are no provisions, state "None",

Note: The preceding four (4) article are considered to be permanent and may only be changed by filing appropriate Articles of Amendment.

ARTICLE VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

ARTICLE VII

The information contained inArticle VII is not a permanent part of the Articles of Organization.

a. The street address (post office boxes are not acceptable)of the principal office of the corporation in Massachusetts is

Bay 107 Union Wharf, Boston, Massachusetts 02109

b. The name,residential address and post office address of each director and officer of the corporation is as follows:

NAME RESIDENTIAL
ADDRESS
POST OFFICE
ADDRESS

President: Jeffrey Aresty

Treasurer: Kenneth Vacovec

Clerk: Susan Waters

Directors: Jeffrey Aresty

(or officers Susan Waters

having the Kenneth Vacovec

powers of James R. Silkenat
directors Joseph P.J. Vrabel

c. The fiscal year of the corporation shall end on the last day of the month of: December

d. The name and business address of the resident agent, if any, of the corporation is: N/A

I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. If so convicted, explain.


IN WITNESS WHEREOF AND UNDER THE PAINS AND PENAL TIES OF PERJURY, I, whose signature appear below as incorporator and whose name and business or residential addresses are clearly typed or printed beneath each signature, do hereby associate with the intention of forming this corporation under the provisions of General Laws, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 15th day of April, 2005,

Joseph P.J. Vrabel.

Note: If an existing corporation is acting as incorporator, type in the exact name of the corporation, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said corporation and the title he/she holds or other authority by which such action
is taken.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

(General Laws, Chapter180)

I hereby certify that, upon examination of these Articles of Organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $ having been paid, said articles are deemed to have been filed with me this day of 2005.

Effective date:

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION

Photocopy of document to be sent to:

Joseph P.J. Vrabel

1661 Worcester Road, Suite 303

Framingham, MA 01701



Telephone: 508-628-3865

INTERNETBAR.ORG INSTITUTE, INC.

CONTINUATION SHEET IV.1

The Corporation shall have the following powers only in furtherance of its corporate purposes to support Internetbar.org, Inc.:

(a)The Corporation shall have perpetual succession in its corporate name.

(b)The Corporation may sue and be sued.

(c)The Corporation may have a seal, which it may alter at pleasure.

(d)The Corporation may elect or appoint directors, officers, employees, trustees or other agents, fix their compensation and define their duties and obligations.

(e)The Corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property or any interest therein, wherever situated.

(f)The Corporation may purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental or other activities.

(g)The Corporation may make contracts, give guarantees and incu liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interestin, all or any of its property or any interest therein, wherever situated.

(h)The Corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

(i)The Corporation may do business, carry on its operations, and have offices and exercise the powers granted by Chapter 180 of the Massachusetts General Laws as now in force or as hereafter amended, in any jurisdiction within or without the United States, although the Corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes.

(j)The Corporation may pay pensions, establish and carry out pension, profit-sharing, and other retirement, incentive and benefit plans, trusts and provisions for any and all of its employees, including employees who serve as its officers or directors.

INTERNETBAR.ORG INSTITUTE, INC.
CONTINUATION SHEET IV.2

(k) The Corporation may solicit and receive contributions from any and all sources and may receive and hold in trust or otherwise funds received by gift or bequest.

(1) The Corporation may be an incorporator of other corporations of any type or kind. The Corporation may be a partner in any business enterprise which it would have power to conduct by itself.

(m)The directors and members may make, amend or repeal the By-laws in whole or in part.

(n)The Corporation may have and exercise all powers necessary or convenient to effect any and all of the purposes for which the Corporation is formed, provided that no such power shall be exercised in a manner inconsistent with Chapter 180 or any other Chapter of the General Laws of the Commonwealth.

(o)To the extent permitted by the By-laws, meetings of the directors and the members of this Corporation may be held anywhere in the United States.

(p)To the extent permitted by the By-laws, no person shall be disqualified from holding any office in, or contracting or transacting business with the Corporation by reason of any personal interest or interest as a stockholder, director, officer, member, trustee or beneficiary of any other corporation, association, trust, partnership, firm or entity.

(q)An officer or director of the Corporation shall not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability except for liability:
(i) for any breach of the officer's or director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director occurring prior to such amendment or repeal.

(r)Except as may be otherwise required or permitted by law, the Corporation may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts pursuant to Section 11A of Chapter 180 of the Massachusetts General Laws by the affirmative vote of a majority of the directors of the Corporation then in office; provided, however, that in the event of anyliquidation,

INTERNETBAR.ORG INSTITUTE, INC.

CONTINUATION SHEET IV.3

dissolution, termination, or winding up of the Corporation (whether voluntary, involuntary or by operation of law), the property or assets of the Corporation remaining after providing for the payment of it debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more educational, charitable, religious or literary institutions or organizations, created and organized for nonprofit purposes similar to those of the Corporation, contributions to which nonprofit institutions or organizations are deductible under Section 170(c) of the Code and which qualify as exempt from income tax under Section 501(c) (3) of the Code, as a majority of the total number of the directors of the Corporation may by vote designate and in such proportions and in such manner as may be determined in such vote.

(s)No part of the net earnings or the assets of the Corporation shall inure to the benefit of, or be distributable to, any officer or director of the Corporation or any private individual for any purpose other than those purposes as set forth herein, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of its exempt purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation except to the extent that the Corporation makes expenditures for purposes of influencing legislation in conformity with the requirement of Section 501(h) of the Internal Revenue Code; and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. The Corporation intends to be entitled to exemption from Federal income tax under Section 501(c)(3) of the Internal Revenue Code and intends not to be a private foundation under Section 509(a) of the Internal Revenue Code.

For such period of time as the Corporation shall maintain its exemption from the income tax laws of the United States, the provisions of this Clause(s) shall not be amended or repealed by the Corporation or by vote of its directors.

(t)The Corporation may make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes; provided that, as long as the Corporation is entitled to exemption from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary or educational purposes or for the prevention of cruelty to children or animals.

(u)The Corporation may purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ,
use and otherwise deal in and with real or personal property or any interest therein, wherever situated.

(v)In the event that the Corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code, then notwithstanding any other provisions of the articles of organization or the By-laws of the Corporation, the following provisions shall apply:

The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.

The directors shall not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue Code; nor retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code; nor make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

(w)The Corporation shall have and may exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is formed; provided, however, that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of The Commonwealth of Massachusetts; and provided, further, that the Corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from federal income tax which the Corporation may receive under Section 501(c)(3) of the Internal Revenue Code.

(x)All references herein: (i) to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; (ii) to the General Laws of The Commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said General Laws or chapter as now in force or hereafter amended; and (iii) to particular sections of the Internal Revenue Code or the General Laws of The Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.