The undersigned, acting as an incorporator under the Washington Nonprofit Corporation Act (Revised Code of Washington 24.03) hereby adopts and executes the following Articles of Incorporation.

The name of this corporation is Irthlingz, a nonprofit organization.

The period of duration of this corporation shall be perpetual.

The Corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986. The incorporator of the Corporation hereby declare that it shall operate to achieve the following goals:

1. To provide environmental education via music and multimedia entertainment
2. To support the creation, performance and distribution of music that inspires people to take proactive care of their environment and raises consciousness about the connectedness of all people and all of Nature
3. To support the creation and distribution of multimedia content such as public service announcements (PSAs) and computer games that combine entertainment and environmental education
4. To engage in any other lawful activity which may hereafter be authorized from time to time by the Board of Directors; provided, however, that the purposes for which the corporation is formed shall at all times be consistent with Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as hereafter amended (the "Code"), including within such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.

This corporation shall have the power to do all lawful acts or things necessary, appropriate or desirable to carry out and in furtherance of its purposes described in Article III which are consistent with the Washington Nonprofit Corporation Act and Section 501(c)(3) of the Code.

No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office.

The address of the initial registered office of this corporation is 1313 Vusario Lane, Eastsound, Washington 98245, and the name of its initial registered agent at such address is Michael Hurwicz. The written consent of such person to serve as registered agent is attached hereto.

The management of this corporation shall be vested in a Board of Directors. The number of directors, and the method of selecting directors, shall be fixed by the Bylaws of this corporation; provided, that the initial directors shall be eight (8) in number, and their names and addresses are:

Sharon Abreu, P.O. Box 21025, Columbus Circle Station, New York, NY 10023

Linda Bryant, 2820 Hazelwood Drive, Apt. A-3, Nashville, TN 37212

Mary Clark, P.O. Box 1083, Canal Street Station, New York, NY 10013

Michael Hurwicz, P.O. Box 969, Eastsound, WA 98245

Joel Landy, 41-08 43rd Street, Sunnyside, NY 11104

Carl Schwartz, 350 East 91st Street, New York, NY 10128

Gary Schwartz, Intuitive Learning Systems, 46005 SE 134th St., North Bend, WA 98045

Jeanne Stork, 350 East 91st Street, New York, NY 10128

The initial directors shall serve until the first organizational meeting of the Board of Directors and until their successors are appointed and qualified.

The Board of Directors is authorized to make, alter, amend, or repeal the Bylaws of this corporation.

This corporation shall have no capital stock and no part of the net earnings of this corporation shall inure in whole or in part to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Sections 501(a) and 501(c)(3) of the Code, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III.

1. No contracts or other transactions between this corporation and any other corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any director of this corporation is pecuniarily or otherwise interested in, or is a trustee, director, or officer of, such other corporation.
2. Any director, individually, or any firm of which any trustee may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contracts or transactions of the corporation; provided, that the fact that such director or such firm is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority thereof.

Upon any dissolution of this corporation under provisions of the laws of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3)of of the Code, or any successor statutes, and which further the purposes set forth in Article III. In no event shall any of the corporation’s assets be distributed to the officers, directors, or members of the corporation.

If this corporation becomes a private foundation within the meaning of Section 509 of the Code, as long as its private foundation status continues, the following provisions shall apply in the management of its affairs:

1. Each year the corporation shall distribute the income of the corporation, for the purposes specified in Article III, at such time and in amounts at least sufficient to avoid liability for the tax imposed by Section 4942 of the Code;
2. The corporation shall not engage in any act of "self-dealing" (as defined in Section 4941(d) of the Code) which would give rise to any liability for the tax imposed by Section 4941(a) of the Code;
3. The corporation shall not sell, exchange, distribute, or otherwise dispose of any "excess business holdings" (as defined in Section 4945© of the Code) which would give rise to any liability for the tax imposed by Section 4943(a) of the Code;
4. The corporation shall not make any investments which would jeopardize the carrying out of any of its exempt purposes (within the meaning of Section 4944 of the Code) and which would, therefore, give rise to any liability for the tax imposed by Section 4945(a) of the Code.
5. The corporation shall not make any "taxable expenditures" (as defined in Section 4945(d) of the Code) which would give rise to any liability for the tax imposed by Section 4945(a) of the Code.

This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation by the affirmative vote of a majority of the directors present at a meeting of the Board of Directors.

The corporation shall have no members.

The name and address of the incorporator is:

Michael Hurwicz, P.O. Box 969 Eastsound, WA 98245

Dated: December 31, 2001

______________________________

Incorporator

CONSENT TO APPOINTMENT OF REGISTERED AGENT

I, Michael Hurwicz, hereby consent to serve as registered agent, in the State of Washington, for Irthlingz, a nonprofit organization. I understand that as agent for the corporation, it will be my responsibility to accept service of process in the name of the corporation; to forward all mail and license renewals to the appropriate officer of the corporation; and to immediately notify the Office of the Secretary of State of my resignation or of any changes in the address of the registered office of the corporation for which I am agent.

DATED: December 31, 2001

______________________________

Registered Agent