ARTICLES OF INCORPORATION OF MEHR FOUNDATION

ARTICLE I

The name of this corporation is Mehr Foundation.

ARTICLE II

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.  It is organized under the Nonprofit Public Benefit Corporation Law of California for charitable purposes.

A.    The Specific charitable purposes of this corporation are:

1.   To initiate, organize, conduct, and supervise projects and programs that will raise the economic, educational and social levels and enhance the quality of life of Iranians and Iranian Americans in this country and abroad, especially those who are economically, educationally, socially, or otherwise disadvantaged.

2.   To foster and promote community-wide interest and concern for the problems of said persons  to the end that economic, educational, and social opportunities may be expanded, and racial tensions, prejudice, and discrimination may be eliminated.

3.   To provide information and assistance to said persons concerning opportunities for improving their lives and achieving self-sufficiency.

B.  The general purposes and powers are to have and exercise all rights and powers conferred on nonprofit public benefit corporations under the laws of California, provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

ARTICLE III

The name and address in the State of California of this corporation's initial agent for service of process is:Mehr Foundation

C/O Dr. Nilufar Mazaheri

CitiCorp Center

1 Sansome Street, 21st Floor

San Francisco, California  94104

ARTICLE IV

A.  This corporation is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

B.  Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).

C.   No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of (or in opposition to) any candidate for public office.

ARTICLE V

The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any director or officer thereof or to the benefit of any private person.  Upon the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

Dated:  4/30/99                                _____________________________

                                                                    (Signature of Incorporator)

                                                                                Houshang  Pakpour

                                                                        (Typed Name of Incorporator)

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

                        _________________________________

                        (Signature of Incorporator)