The name of this Corporation is CLIQ Services Cooperative, Incorporated.

This corporation is a cooperative corporation organized under the California Consumer Cooperative Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

As of the date of the signing of these articles, the name and address in the state of California of this corporation's agent of service of process is:

Michael Wilkes
Secretary of the Board
CLIQ SERVICES COOPERATIVE, INCORPORATED
65 EASTWOOD COURT
OAKLAND, CALIFORNIA 94611

The voting rights of each member of the corporation are equal, and each member is entitled to one vote. The proprietary interests of each member of the corporation are unequal, and the rules by which the proprietary interests are determined shall be prescribed in the Bylaws of the corporation.

The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.

As of the date of the signing of these articles, the names and post office addresss of the directors are:

Michael David Wilkes
65 EASTWOOD COURT
OAKLAND, CALIFORNIA 94611

Robin Emmanuel Bandy
65 EASTWOOD COURT
OAKLAND, CALIFORNIA 94611

Nicholas John Warwick Donaldson
65 EASTWOOD COURT
OAKLAND, CALIFORNIA 94611

the undersigned, being the directors of this corporation, have executed these Articles of Incorporation on May 13th, 1997.

Michael Wilkes, Director [signature]

Robin Bandy, Director [signature]

Nicholas Donaldson, Director [signature]

We are the persons whose names are subscribed below. We collectively are all of the Directors of this corporation named in the Articles of Incorporation, and we have executed these Articles of Incorporation. The foregoing Articles of Incorporationh are our act and deed, jointly and severally.

Executed May 13th, 1997, at Oakland, California. We and each of us, declare that the foregoing is true and correct.

Michael Wilkes, Director [signature]

Robin Bandy, Director [signature]

Nicholas Donaldson, Director [signature]