The Unabridged History of Winners and Losers

[Tatari Gami]

Articles of Share Exchange, WINR & Davki
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...

August 4, 1997 date stamp for the Secretary of State
for the State of Nevada appears here C15271 97:

ARTICLES OF SHARE EXCHANGE FOR
WINNERS INTERNET NETWORK, INC.,
A NEVADA CORPORATION

Pursuant to the provisions of Section 78.458 of the Nevada Revised Statutes,
Winners Internet Network, Inc., a Nevada corporation (the "Corporation") and
The Davki Agency, Inc., a Delaware corporation ("Davki"), hereby adopts and
files the following Articles of Share Exchange:

FIRST: The name and place of incorporation of each corporation which is a
party to this share exchange is as follows:

NAME PLACE OF INCORPORATION

Winners Internet Network, Inc.
(the acquiring corporation) Nevada

The Davki Agency, Inc.
(the acquired corporation) Delaware

SECOND: The Plan of Reorganization (the "Plan") governing the share exchange
between the Corporation and Davki, has been adopted by the Boards of Directors
of the Corporation and Davki.

THIRD: The Plan has been consented to by the shareholders of the corporation
owning a majority of the issued and outstanding shares of the sole class of
voting common stock of the corporation and all of the shareholders of Davki.
The number of shares of stock outstanding in each of the corporations (and the
number of votes entitled to be cast) as of the date of the adoption of the
Plan was as follows:

ENTITY TYPE OF SHARES NUMBER OF SHARES OUTSTANDING

Winners Internet
Network, Inc. Common 299,494

The Davki Agency, Inc. Common 100

The number of shares of stock of each corporation which voted for or consented
to the Plan was as follows:

ENTITY TYPE OF SHARES FOR AGAINST

Winners Internet
Network, Inc. Common 20,000 0

The Davki Agency, Inc. Common 100 0

FOURTH: The number of votes cast for or consenting to the Plan by each voting
group entitled to vote was sufficient for approval of the share exchange by
each such voting group.

FIFTH: The complete executed Plan is on file at the registered office or
other place of business of the Corporation.

SIXTH: A copy of the Plan will be furnished by the Corporation, on request
and without cost, to any shareholder of either corporation which is a party to
the share exchange.

SEVENTH: The share exchange is effective upon filing.

DATED this 31st day of July, 1997.


/s/ Michael Otto
----------------
President

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On this 31st day of July, 1997, personally appeared before me Michael Otto,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the President of Winners
Internet Network, Inc., and that said document was signed by him in behalf of
said corporation by authority of its bylaws, and said Michael Otto
acknowledged to me that said corporation executed the same.


/s/ John Clayton
-------------
NOTARY PUBLIC

Notary stamp for John Clayton appears here:


/s/ Michael Otto
------------
Secretary


STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On this 31st day of July, 1997, personally appeared before me Michael Otto,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the Secretary of Winners
Internet Network, Inc., and that said document was signed by him in behalf of
said corporation by authority of its bylaws, and said Michael Otto
acknowledged to me that said corporation executed the same.


/s/John Clayton
------------
NOTARY PUBLIC

Notary stamp for John Clayton appears here: