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<br />
<br />AMENDED AND RESTATED
<br />ARTICLES OF INCORPORATION OF
<br />LANDMARK RECLAMATION, INC.
<br />Pursuant to the provisions of the Wyoming Business Corporation
<br />Act, Landmark Reclamation, Inc. (formerly known as and originally
<br />incorporated under the name of Nurseries Inc. of Wyoming), hereby
<br />amends and completely restates its Articles of Incorporation, as
<br />follows:
<br />Inc.
<br />FIRST: The name of the corporation is Landmark Reclamation,
<br />SECOND: The purpose of the corporation is to engage in any
<br />lawful business. The corporation shall have and may exercise all
<br />of the rights, powers and privileges now or hereafter conferred
<br />upon corporations organized under the laws of Wyoming. In
<br />addition, the corporation may do everything necessary, suitable or
<br />proper for the accomplishment of any of its corporate purposes.
<br />The corporation may conduct part or all of its business in any part
<br />of Wyoming, the United States or the world and may hold, purchase,
<br />mortgage, lease and convey real and personal property in any of
<br />such places.
<br />THIRD: The total number of shares of all classes which the
<br />corporation has authority to issue is 12,000,000, of which
<br />10,000,000 shares shall be Common Stock, and 2,000,000 shares shall
<br />be Preferred Stock. The designations and the preferences,
<br />conversion and other rights, voting powers, restrictions,
<br />limitations as to distributions, qualifications, and terms and
<br />conditions of redemption of the shares of each class of stock are
<br />as follows:
<br />(a) PREFERRED STOCK. The Preferred Stock may be issued
<br />from time to time by the board of directors as shares of one or
<br />more series. The description of shares of each series of Preferred
<br />Stock, including any preferences, conversion and other rights,
<br />voting powers, restrictions, limitations as to distributions,
<br />qualifications, and terms and conditions of redemption shall be as
<br />set forth in resolutions adopted by the board of directors and in
<br />Articles of Amendment to State Terms of Series Shares filed as
<br />required by law from time to time prior to the issuance of any
<br />shares of such series.
<br />The board of directors is expressly authorized, prior to
<br />issuance, by adopting resolutions providing for the issuance of , or
<br />providing for a change in the number of, shares of any particular
<br />series of Preferred Stock and, if and to the extent from time to
<br />time required by law, by filing Articles of Amendment, to state
<br />terms of series shares, to set or change the number of shares to be
<br />included in each series of Preferred Stock, and to set or change in
<br />any one or more respects the designations, preferences, conversion
<br />or other rights, voting powers, restrictions, limitations as to
<br />distributions, qualifications, or terms and conditions of
<br />redemption relating to the shares of each such series.
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