I.

The name of the corporation is Leadership High School.

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 California Nonprofit Public Benefit Corporation Law for public purposes. The specific purpose of the corporation is to manage, operate, guide, direct and promote Leadership High School, and such other educational activities as the Board of Directors may define from time to time.

III.

The name and address of the corporation's initial agent for service of process is:

Douglas T. Gneiser, Esq.
Hancock Rothert & Bunshoft LLP
4 Embarcadero Center, Suite 1000
San Francisco, California 94111

IV.

The corporation is organized and operated exclusively to manage, operate, guide, direct and promote LHS, and to educate students, within the meaning of Internal Revenue Code Section 501(c)(3).

V.

Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Internal Revenue Code Section 501(c)(3) or (2) by a corporation, the contributions to which are deductible under Internal Revenue Code Section 170(c)(2). VI.

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 any candidate for public office.

VII.

The name and address of the person appointed to act as the incorporating director of this corporation is:

Mark E. Kushner
1 Sansome Street, Suite 2100
San Francisco, California 94104

VIII.

The property of this corporation is irrevocably dedicated to the management, operation, guidance, direction and promotion of Leadership High School, and the education of students, and no part of the net income or assets of the organization shall ever inure to the benefit of any director, trustee, officer or member thereof or to the benefit of any private person.

In the event of the dissolution of the corporation for any reason, any assets of the corporation remaining after compliance with applicable provisions of the California Corporation Code shall be distributed by the corporation to another nonprofit benefit corporation whose primary purpose is education.

Dated: August 8, 1997

Mark E. Kushner, Director

We, the above mentioned initial directors of this corporation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed.

Mark E. Kushner, Director