
                       ARTICLES OF INCORPORATION OF 
                   CHRISTIAN DISTRIBUTION NETWORK, INC.

    STATE OF LOUISIANA
    PARISH OF TANGIPAHOA

        BEFORE ÿME, ÿÿGary ÿM. ÿPeltier, ÿÿa ÿÿNotary ÿPublic, ÿÿduly 
    commissioned and qualified in the Parish of Tangipahoa, ÿState of 
    Louisiana, ÿand in the presence of the two undersigned ÿcompetent 
    witnesses on March 23, 1994, personally came and appeared: 
        Ray Waldo, person of the full age of majority and resident of 
    the Parish of Tangipahoa, State of Louisiana, ÿwho declared that, 
    availing himself of the Louisiana Non-Profit Corporation Law, ÿhe 
    does ÿorganize ÿhimself, ÿÿhis successors and ÿassigns, ÿÿinto ÿa 
    corporation, ÿunder and in accordance with the following Articles 
    of Incorporation. 

                                Article 1

        The ÿÿname ÿof ÿthis ÿnon-profit ÿcorporation ÿis ÿÿChristian 
    Distribution Network, Inc. 

                                Article 2

        The ÿpurpose for which this corporation is organized ÿis ÿfor 
    and it shall only be operated for charitable purposes. 

                                Article 3

        This corporation shall have perpetual existence.

                                Article 4

        The ÿcorporation ÿis established on a non-stock ÿbasis.  ÿÿIt 
    shall ÿbe ÿoperated ÿand maintained by the ÿmembership ÿdues ÿand 
    assessments ÿÿfixed ÿby ÿthe ÿboard ÿof ÿdirectors.  ÿÿUnder ÿÿno 
    circumstances ÿis ÿany ÿof ÿthe net earnings ÿor ÿassets ÿof ÿthe 
    corporation to inure to the benefit of any member, ÿdirector, ÿor 
    officer ÿof ÿsaid ÿcorporation ÿexcept that ÿthe ÿcorporation ÿis 
    empowered ÿto ÿmake payments and distributions to carry ÿout ÿthe 
    purposes of this corporation.  The corporation shall not, ÿin any 
    manner, ÿÿparticipate in any political campaign on behalf of ÿany 
    candidate for public office.  ÿThe corporation shall not carry on 
    any ÿactivity ÿnot ÿpermitted to be engaged in by ÿa ÿcorporation 
    except ÿ[sic] from federal income tax under section 501(c)(3) ÿof 
    the ÿInternal ÿRevenue Code, ÿas amended, ÿor by ÿa ÿcorporation, 
    contributions to which are deductible under section 170(c)(2) ÿof 
    the Internal Revenue Code, as amended. 

                                Article 5

        The ÿmunicipal ÿaddress ÿof the registered ÿoffice ÿis ÿ50486 
    Lester Lane, Loranger, La. 70446.  The name and municipal address 
    of the registered agent is Ray Waldo 50486 Lester Lane, Loranger, 
    La 70446.  ÿThe name and municipal address of the first board ÿof 
    directors is Ray Waldo, 50486 Lester Lane, Loranger, La 70446. 

                                Article 6

        The ÿpowers of this corporation shall be exercised by a Board 
    of Directors. 

                                Article 7

        The names, ÿtitles and addresses of the first officer of this 
    corporation are: 

        President/Secretary Treasurer
        Ray Waldo
        50486 Lester Lane
        Loranger, Louisiana 70446

                                Article 8

        The ÿannual meeting of the members of this corporation ÿshall 
    be held on January 20th of each year. 

                                Article 9

        The ÿBoard of Directors may fix fees, ÿdues ÿand ÿassessments 
    consistent with the purposes of this corporation.  ÿA ÿfailure to 
    pay any fees, ÿdues or assessments may result in cancellation ÿof 
    membership, after due notice from the Board of Directors. 

                                Article 10

        The ÿmembers ÿshall consist of all natural persons ÿwho ÿhave 
    paid all current fees, dues and assessments of the corporation as 
    determined ÿby ÿthe ÿBoard ÿof Directors.  ÿEach ÿmember ÿof ÿthe 
    corporation ÿshall ÿhave one vote and only one vote.  ÿÿEach ÿand 
    every member shall enjoy equal rights and privileges. 

                                Article 11

        Upon ÿdissolution, ÿthe Board of Directors, ÿafter payment of 
    the liabilities of said corporation, ÿshall dispose of all assets 
    of ÿÿthe ÿÿcorporation ÿexclusively ÿfor ÿthe ÿpurposes ÿof ÿÿthe 
    corporation ÿin ÿsuch a manner, ÿor to such ÿorganizations ÿunder 
    section 501(c)(3) ÿof the Internal Revenue code, ÿas amended, ÿas 
    determined by the Board of Directors. 
        THUS DONE AND PASSED, in my office in Hammond, Louisiana, ÿon 
    the ÿday, ÿmonth, ÿand year herein first above written, ÿÿin ÿthe 
    presence ÿof the undersigned competent witnesses, ÿÿwho ÿhereunto 
    have signed their names with said appearers and me, Notary, after 
    due reading of the whole. 

               (signed)                    (signed)
               (signed)                    (signed)

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                  AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
                      BY DESIGNATED REGISTERED AGENT

    To the Secretary of State
    Corporation Department
    State of Louisiana

    STATE OF LOUISIANA

    PARISH OF TANGIPAHOA

        On this 23rd day of March, 1994, before me, Gary M. ÿPeltier, 
    a ÿNotary ÿPublic ÿin ÿand for the State ÿand ÿparish ÿaforesaid, 
    personally came and appeared Ray Waldo, ÿwho, ÿbeing duly ÿsworn, 
    acknowledged ÿto me that he does hereby accept appointment as the 
    Registered Agent of Christian Distribution Network, ÿInc., ÿwhich 
    is a Corporation authorized to transact business in the State ÿof 
    Louisiana. 

                                    (signed)


        Sworn ÿto ÿand subscribed before me this 23rd day ÿof ÿMarch, 
    1994. 

    (signed)