I, the undersigned person, acting as Incorporator of a nonprofit corporation under the provisions of Article 8, Chapter 53, N.M.S.A. 1978, as amended, adopt the following Articles of Incorporation for said Corporation:

ARTICLE I
NAME

The name of this Corporation is: ISTEC, INC., hereinafter referred to as the "Corporation."

ARTICLE 11
DURATION

This Corporation shall. exist perpetually or until dissolved according to law.

ARTICLE III
REGISTERED AGENT AND ADDRESS

The name of the Corporation's registered agent is Dr. Ramiro Jordan. The principal place of business and address for the registered office is,

ISTEC Executive Office
1 University of New Mexico
MSC 02-1600
Albuquerque, New Mexico 87131-0001

ARTICLE IV
PURPOSE

The Corporation is organized exclusively for charitable, scientific and educational purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

A. The specific and primary purpose for which the Corporation is organized and operated are as follows:

1. To facilitate technology transfer with member universities and corporations throughout the hemisphere and Iberian peninsula;

2. To provide advanced computer and electrical engineering educational materials to members;

3. To act as a conduit for donated technology equipment
manufacturers and member universities;

4. To provide administrative and promotional activities that further the Corporation's objectives;

5. To coordinate activities and policies of members;

6. To give disadvantaged students, interested in science and engineering, better opportunities through scholarships, internships, and foreign exchange programs;

7. To help universities in lbero- America build better research facilities by designing laboratories and communications hardware and software;

8. To engage in fundraising to support educational, research and international exchange programs; and

9. To develop appropriate hardware, software and exchange mechanisms to make state-of-the-art technology available for education and research.

B. The general purpose and powers of the Corporation are to have and to exercise all rights and powers conferred on nonprofit corporations formed under the New Mexico Nonprofit Corporation Act, including, but without limitation thereon, the right and power to receive gifts, bequests and contributions in any form, to collect' dues and to use, apply, invest and reinvest the principal or income therefrom or to distribute the same for the above purposes; provided that the Corporation shall not, except to an insubstantial
degree, engage in any activities or exercise any powers that are not in furtherance of the specific and primary purposes of the Corporation.

ARTICLE V
NO INUREMENT OR PRIVATE BENEFIT

No part of the net earnings of this Corporation shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons or any individual, except that the 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 herein. No substantial part of the activities of this Corporation shall be in carrying on propaganda or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on, otherwise than as an insubstantial part of its activities, activities which are not in furtherance of one or more of the aforementioned purposes for which the Corporation is organized nor any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Code § 501(c)(3), or (b) by a corporation, contributions to which are deductible under Code § 170(c)(2).

ARTICLE VI
BOARD OF DIRECTORS

The affairs of this Corporation shall be managed by a Board of Directors. The number of Directors constituting the Board shall be at least four (4) and may consist of as many Directors as provided by the Bylaws, as amended from time to time. The names and addresses of the initial Directors of the Corporation are:

Name Address

Dr. Ramiro Jordan 8401 Gordon Snidow Ct NE Albuquerque, NM 87122

Dr. Mauro S. Miskulin Universidade Estadual de Campinas FEEC/UNICAMP
Faculdade de Engenharia Electrica e de Computação
Caixa Postal 6 1 01
13081 Campinas, SP
BRAZIL

Dr. Howard Pollard 742 Tramway Lane Albuquerque, NM 87122

Theo R. Crevenna 1006 Paseo de la Cuma Santa Fe, NM 87501-1221

ARTICLE VII
OFFICERS

The Board of Directors shall elect and appoint as many officers and agents of the Corporation as the Board, by resolution, determines necessary and appropriate to accomplish the objectives and goals of the Corporation. Such officers and agents shall hold office until their successors are duly elected or appointed and qualified or until they are removed. All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in these Articles of Incorporation or the Bylaws or as may be determined by resolutions of the Board of Directors not inconsistent with these Articles of Incorporation or the Bylaws.

ARTICLE VIII
MEMBERS

The Corporation may have one or more classes of members, if any. The designation of such class or classes, the manner of election or appointment of members and the qualifications and rights of the members of each class shall be set forth in the Bylaws of the Corporation.

ARTICLE IX
BYLAWS

Provisions for the regulation and management of the internal affairs of the Corporation shall be set forth in the Bylaws adopted by the Board of Directors, as amended from time to time.

ARTICLE X
AMENDMENT OF ARTICLES OF INCORPORATION

These Articles of Incorporation may be amended at any time by majority vote of the Directors of the Corporation; provided, however, that these Articles of Incorporation shafl in no event be amended in any manner so as to change this Corporation from a nonprofit corporation to a corporation organized or operated for pecuniary profit. The Articles of Incorporation may not be amended so as to make the purposes of the Corporation inconsistent with the purposes specified in ARTICLE IV herein.

ARTICLE XI
LIMITATIONS ON LIABILITY

The Directors, officers and employees of this Corporation shall not be liable, jointly or severally, for any obligation, indebtedness or charge against the Corporation.

ARTICLE XII
DISSOLUTION

This Corporation is one which does not contemplate pecuniary gain or profit to the Directors, officers, or members thereof, and it is organized solely for nonprofit purposes. Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational, scientific, literary and cultural purposes and which has established its tax-exempt status under Code § 501(c)(3). Any such assets not so disposed of shall be disposed of by the Bernalillo County Court exclusively for such purposes or to such organization(s) as the Court shall determine, which are organized and operated exclusively for such purposes. If this Corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Bernalillo County Court, upon petition therefore by the New Mexico Attorney General.

ARTICLE XIII
INCORPORATOR

The name and address of the Incorporator is: Dr. Ramiro Jordan,

ISTEC Executive Office
1 University of New Mexico
MSC 02-1600
Albuquerque, New Mexico 87131-0001

IN WITNESS WHEREOF, I, the undersigned Incorporator, have executed these Articles of Incorporation this 1 day of June 1999.

_______________________________
Dr. Ramiro Jordan

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT

TO THE STATE CORPORATION
COMMISSION OF NEW MEXICO

STATE OF NEW MEXICO )
)Ss.
COUNTY OF BERNALILLO)

On this 1 day of June 7 1999, before me, a Notary Public in and for the State and County aforesaid, personally appeared DR. RAMIRO JORDAN, who is to me known to be the person and who, being by me duly sworn, acknowledged to me that he does hereby accept his appointment as. Registered Agent of ISTEC, INC., the Corporation named in the annexed Articles of Incorporation, and, -which is incorporated pursuant to the provision of the Nonprofit Corporation Act of the State of New Mexico.
DR. RAMIRO JORDAN

_______________________________
Dr. Ramiro Jordan

SUBSCRIBED and SWORN to before me on the 1 day of June 1999, by DR. RAMIRO JORDAN.