The undersigned incorporator, in order to form a non-profit corporation under the laws of the state of Pennsylvania, adopt the following Articles of Incorporation:

The name of this corporation is Professional Education Organization International Fund, and may also be referred by its abbreviation PEOI.

The addresses of this corporation is 25 Little Wunder Street, Reading PA 19602.

The specific purpose for which this corporation is organized, is to maintain a web site or sites where course content of graduate university level and essential for professional employment in various fields, can be viewed from anywhere in the world, at any time needed and by anyone who wishes to use it.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The names and addresses of the incorporator of this corporation is John Petroff, 25 Little Wunder Street, Reading PA 19602.

The period of duration of this corporation is perpetual.

Additional provisions:

a)- Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

b)- No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, nor intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.

c)- No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.

d)- Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
In any taxable year, if any, in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

The undersigned incorporator hereby declare under penalty of perjury that the statements made in the foregoing Articles of Incorporation are true.

Dated: _March 1, 2001_ Signature: _____John Petroff_________