State of Delaware PAGE 1
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH MERGES:
"VSOURCE, INC.", A NEVADA CORPORATION,
WITH AND INTO "VSOURCE, INC." UNDER THE NAME OF "VSOURCE, INC.", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE EIGHTH DAY OF NOVEMBER, A.D. 2000, AT 9:15
O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL]
/S/ EDWARD J. FREEL
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Edward J. Freel, Secretarey of State
3313408 8100M AUTHENTICATION: 0781052
001559073 DATE: 11-08-00
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CERTIFICATE OF MERGER
OF
VSOURCE, INC.,
a Nevada corporation
WITH AND INTO
VSOURCE, INC.,
a Delaware corporation
It is hereby certified that:
1. The constituent business corporations participating in the merger herein
certified are:
(i) Vsource, Inc., which is incorporated under the laws of the State of
Nevada; and
(ii) Vsource, Inc., which is incorporated under the laws of the State of
Delaware.
2. An Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the
Delaware General Corporation Law, to wit, by Vsource, Inc., a Nevada
corporation, in accordance with the laws of the State of Nevada and by
Vsource, Inc., a Delaware corporation, in the same manner as is provided in
Section 251 of the Delaware General Corporation Law.
3. The name of the surviving corporation in the merger herein certified is
Vsource, Inc., a Delaware corporation, which will continue its existence as
said surviving corporation under its present name upon the effective date
of said merger pursuant to the provisions of the Delaware General
Corporation Law.
4. The Certificate of Incorporation of Vsource, Inc., a Delaware corporation,
shall continue to be the Certificate of Incorporation of said surviving
corporation until amended and changed in accordance with the provisions of
the Delaware General Corporation Law.
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5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at the principal place of business of the aforesaid
surviving corporation, the address of which is as follows:
5740 Ralston Street, Suite 110
Ventura, California 93003
6. A copy of the aforesaid Agreement of Merger will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituents corporations.
7. The authorized capital stock of Vsource, Inc., a Nevada corporation,
consists of 50,000,000 shares of common stock, par value $0.01 per share,
2,900,000 shares of Series 1-A Convertible Preferred Stock, par value $0.01
per share, and 2,100,000 shares of Series 2-A Convertible Preferred Stock,
par $0.01 per share.
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Executed on this 3rd day of November, 2000
VSOURCE, INC.,
a Delaware corporation
/s/ Robert C. McShirley
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Robert C. McShirley, President
VSOURCE, INC.,
a Nevada corporation
/s/ Robert C. McShirley
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Robert C. McShirley, President
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