CERTIFICATE OF INCORPORATION
                                       OF
                          CORPORATE ROAD SHOW.COM INC.
                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW


     The undersigned, a natural person of the age of eighteen years or over,
desiring to form a corporation pursuant to the provisions of Section 402 of the
Business Corporation Law of the State of New York, hereby certifies as follows:

           FIRST:    The name of the corporation is:

                          CORPORATE ROAD SHOW.COM INC.

     SECOND: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organised under the Business Corporation
Law of the State of, New York, exclusive of any act or activity requiring the
consent or approval of any state official, department, board, agency or other
body without such consent or approval first being obtained.

     THIRD: The office of the corporation in the State of New York is to be
located in tire County of Suffolk.

     FOURTH: The aggregate number of shares which the corporation shall have the
authority to issue is:

                Twenty Million (20,000,000) at 0.0001 par value.

     FOURTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of state shall mail a copy of any process against
the corporation served upon him is:

                                   27 Hy Place
                              Lake Grove, NY 11755

     SIXTH: No director of the corporation shall be personally liable to the
corporation or its stockholders for damages s for any breach of duty in such
capacity except where a judgment or other final adjudication adverse to said
director establishes: that the director's acts or omissions were in bad faith
or, involved intentional misconduct or a knowing violation of law or that said
director personally gained a financial profit or other advantage to which he was
not entitled, or the director's acts violated Section 719 of the New York
Business Corporation Law.

Date: November 1, 1999

                                                    ----------------------------
                                                            Claudia Stone
                                                            Incorporator
                                                     Corporation Service Company
                                                           80 State Street
                                                           Albany, NY 12207