CERTIFICATE OF INCORPORATION
                                       OF
                               411 PLACE.COM, INC.


         I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and hereby certify the foregoing:

         FIRST. The name of this corporation is 411 Place.com, Inc.
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         SECOND. The address of this corporation's registered office in the
State of Delaware is 1013 Centre Road, in the city of Wilmington, 19805, county
of New Castle. The name of the agent at that address is Corporation Service
Company.

         THIRD.  The purpose of this  corporation  is to engage in any lawful
act or activity  for which  corporations may be organized pursuant to the
General Corporation Law of the State of Delaware.

         FOURTH. The total number of shares of stock which this corporation
shall have authority to issue is Fifty Five Million (55,000,000) with a par
value of one mil ($.001) per share. Fifty Million (50,000,000) of those shares
are Common Stock and Five Million (5,000,000) of those shares are Preferred
Stock. Each share of Common Stock shall entitle the holder thereof to one vote,
in person or by proxy, on any matter on which action of the stockholders of this
corporation is sought. The holders of shares of Preferred Stock shall have no
right to vote such shares, except (i) as determined by the Board of Directors of
this corporation in accordance with the provisions of Section (3) of ARTICLE
FIFTH of this Certificate of Incorporation, or (ii) as otherwise provided by the
Delaware General Corporation Law, as amended from time to time. The stockholders
shall not possess cumulative voting rights. The holders of shares of capital
stock of the corporation shall not be entitled to pre-emptive or preferential
rights to subscribe to any unissued stock or any other securities which the
corporation may now or hereafter be authorized to issued. The corporation's
capital stock may be issued and sold from time to time for such consideration as
may be fixed by the Board of Directors, provided that the consideration so fixed
is not less than par value.

         FIFTH. The Board of Directors of this corporation shall be, and hereby
is, authorized and empowered, subject to limitations prescribed by law and the
provisions of Article FOURTH of this Certificate of Incorporation, to provide
for the issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions
of each such series. The authority of the Board of Directors with respect to
each series shall include, but not be limited to, determination of the
following:

         (1) The number of shares that constitute such series and the
distinctive designation of such series;

         (2) The dividend rate on the shares of such series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of such series;



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         (3) Whether such series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

         (4) Whether such series shall have conversion privileges, and, if so,
the terms and conditions of such conversion privileges, including provision for
adjustment of the conversion rate, in such events as the Board of Directors
shall determine;

         (5) Whether or not the shares of such series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date upon or
after which those shares shall be redeemable, and the amount per share payable
in the event of redemption, which amount may vary in different circumstances and
at different redemption dates;

         (6) Whether that series shall have a sinking fund for the redemption or
purchase of shares of such series, and, if so, the terms and amount of such
fund;

         (7) The rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of this corporation, and
the relative rights of priority, if any, of payment of shares of such series;

         (8) Any other relative rights, preferences and limitations of such
series.

         SIXTH. Each director of this corporation shall not be personally liable
to this corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of such
director's duty of loyalty to this corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which such director derived
any improper personal benefit. In the event that the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors of this corporation, then the
liability of each director of this corporation shall be eliminated or limited to
the fullest and most complete extent permitted by the Delaware General
Corporation Law, as so amended.

         Any repeal or modification of this article by the stockholders of this
corporation shall not adversely affect any right or protection of any director
of this corporation existing at the time of such repeal or modification.

         SEVENTH. This corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision specified in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at any such time then in force may be added or inserted, in
the manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the rights
reserved in this article.



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         EIGHTH.  The  incorporator  of this  corporation is Sharareh  Frouzesh
whose mailing  address is 26641 Calle Alcala, Mission Viejo, California 92691.

         NINTH. The powers of the incorporator are to terminate upon the filing
of this Certificate of Incorporation. The name and mailing address of the person
who is to serve as the initial director of this corporation until the first
annual meeting of stockholders of this corporation, or until his successor is
elected and qualifies, is:

                                            Ryan A. Neely
                                            513 Calle Amigo
                                            San Clemente, CA 92673






         TENTH. (a) The number of directors constituting the entire Board of
Directors of this corporation shall be not less than one (1) nor more than eight
(8) as fixed from time to time by vote of a majority of the entire Board of
Directors of this corporation; provided, however, that the number of directors
shall not be reduced so as to shorten the term of any director at that time in
office.

         (b) Notwithstanding any other provisions of this Certificate of
Incorporation or the bylaws of this corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the bylaws of this corporation), any director or the entire
Board of Directors of this Corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of seventy-five percent
(75%) or more of the outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors cast at a meeting of the
stockholders of this corporation called for that purpose. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of this corporation, the provisions of
this article shall not apply with respect to the director or directors elected
by such holders of Preferred Stock.

         ELEVENTH. All of the powers of this corporation, insofar as the same
may be lawfully vested by this Certificate of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this corporation.
In furtherance and not in limitation of that power, the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time the
bylaws of this corporation, subject to the right of the shareholders entitled to
vote with respect thereto to adopt, alter, amend and repeal bylaws made by the
Board of Directors; provided, however, that bylaws shall not be adopted,
altered, amended or repealed by the stockholders of this corporation, except by
the vote of the holders of not less than two thirds (2/3) of the outstanding
shares of stock entitled to vote upon the election of directors.

         The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is her act and deed on this 1st day of March, 2000.

Incorporator:

/s/ Sharareh Frouzesh
---------------------------
Sharareh Frouzesh



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