(Seal of the                                        Approved dd.mm.yyyy
Secretary of
State of Iowa)

	                 ARTICLES OF INCORPORATION

               (Under Chapter _____ of the Iowa Revised Code)
			  Non-Profit Corporation

     The undersigned, desiring to form a corporation, not for profit,
under Sections ______ et seq. of the Iowa Revised Code, do hereby
state the following:


FIRST.     The name of said corporation shall be INDIANOLA COMMUNITY
           NETWORK


SECOND.    The place in Iowa where its principal office is to be
           located is INDIANOLA, WARREN County, Iowa.


THIRD.     The purpose(s) for which the corporation is formed is:

The purpose of the corporation will be to establish and maintain a
public telecomputing service.  The Indianola Community Network will be
a community telecomputing network for greater Indianola and Warren
County areas.  Following the very successful precedent established by
the Cleveland Free-Net, the Indianola Community Network will provide
public telecomputing services.  These services will include electronic
mail, web site hosting, educational programs, and various information
banks that community groups and agencies establish and maintain.

The Indianola Community Network will also maintain discussion forums
available to the general public.  Individuals with access to a
computer and modem can apply for a username that will enable them to
connect with the community discussion server.  Public terminals can be
made available in various locations, beginning with the local public
libraries.  Indeed, the community network is dedicated to providing
free access to information just as the public libraries are.  However,
using current computer technology, the Indianola Community Network
will be able to offer additional means of acquiring information and of
communicating with other network users.

This corporation is organized exclusively for charitable, religious,
educational, and scientific purposes as specified in Section 501(c)(3)
of the Internal Revenue Code, including, for such purposes, the making
of distributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code, or corresponding
section of any future federal tax code.


FOURTH.    Additional Provisions

No part of the net earnings of this corporation shall inure to the
benefit of, or be distributable to, its trustees, directors,
officers, or other private persons, except that this 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 in these Articles.

No substantial part of the activities of this corporation shall
consist of carrying on propaganda, or otherwise attempting to
influence legislation (except as otherwise provided by Section 501(h)
of the Internal Revenue Code), and this corporation shall not
participate in, or intervene in (including the publishing or
distribution of statements), any political campaign on behalf of, or
in opposition to, any candidate for public office.

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

Upon the dissolution of this corporation, assets remaining after
payment, or provision for payment, of all debts and liabilities of
this corporation shall be distributed form one or more exempt purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal tax code, or shall
be distributed to the federal government, or to a state or local
government, for a public purpose.

Any such assets not so disposed of shall be disposed of by a Court of
Common Pleas of the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which
are organized and operated exclusively for such purposes.


FIFTH.     The following persons, not less than three, shall serve
said corporation as trustees until the first annual meeting or other
meeting called to elect trustees.

Jon W. Backstrom      P.O. Box 375, Indianola, IA  50125

Ron R. Heideman       1300 North B Street, Indianola, IA  50125

Jay Beyers            


IN WITNESS WHEREOF, we have hereunto subscribed our names, this 24th
day of January, 1999.

     By:     (signed)        , Incorporator
	 Jon W. Bacsktrom

     By:     (signed)        , Incorporator
	 Ron R. Heideman