FILED C60038-80
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SEP 07 2000
VSOURCE, INC.
Amended Certificate of Designation
Robert C. McShirley and Sandford T. Waddell, certify that:
A. They are the duly elected and acting President and Secretary,
respectively, of Vsource, Inc., a Nevada corporation (the "Company");
B. The following resolution, which sets forth the rights, preferences,
privileges and restrictions of the Series 1-A Convertible Preferred
Stock of the Company, was duly adopted by the Board by unanimous
written consent dated as of August 28, 2000:
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C. Approval by holders of a majority of the outstanding shares of the
Series 1-A Preferred Stock, as required by Sections 8 and 9 of the
Certification of Designation creating the Series 1-A Preferrd Stock
And by Section 78.1955(3) of the Nevada General Corporation Law,
has been obtained.
D. That Subparagraphs 4.a and 4.b of the Series 1-A Certificate of
Designation, filed on February 22, 2000, are hereby amended to read
in their entirety as follows and except as hereby amended, all other
provisions of the Series 1-A Certificate of Designation shall remain
in full force and effect in accordance with their terms:
4. Liquidation Preference.
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a. In the event of any liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary, each holder of
the Series 1-A Preferred Stock shall be entitled to receive, prior and
in preference to any distribution of any of the assets or surplus
funds of the Corporation to the holders of the Common Stock by reason
of their ownership thereof, a preference amount for each outstanding
share they hold equal to the sum of: (A) the price $2.50 originally
paid for such outstanding share of Series 1-A Preferred Stock (the
"Original Issue Price") and (B) an amount equal to declared but unpaid
dividends on such share, if any, but only to the extent of the
Company's retained earnings. If upon the occurrence of such event,
the assets and funds thus distributed among the holders of the
Series 1-A Preferred Stock and the Series 2-A Preferred Stock shall
be insufficient to permit the payment to such holders of the full
preferential amount each such holder is entitled to receive, then the
entire assets and funds of the Corporation legally available for
distribution shall be distributed among such holders and the holders
of the Series 1-A Preferred Stock in proportion to the full
preferential amount each such holder is otherwise entitled to
receive.
-1-
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b. After payment to the holders of the Series 1-A Preferred
Stock and the Series 2-A Preferred Stock of the amounts to which they
are entitled to be paid prior and in preference to any distribution of
any of the assets or surplus funds of the Corporation to the holders
of the Common Stock by reason of their ownership thereof, the
remaining assets and funds of the Corporation legally available for
distribution, if any, shall be distributed among the holders of the
Common Stock, the Series 1-A Preferred Stock and the Series 2-A
Preferred Stock pro rata based on the number of shares of Common Stock
held by each (assuming conversion of all such Series 1-A Preferred
Stock pursuant to Paragraph 7 below and of all such Series 2-A
Preferred Stock pursuant to Paragraph 7 of the Certificate of
Designation creating the Series 2-A Preferred Stock ).
-2-
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IN WITNESS WHEREOF Vsource, Inc. has caused this certificate to be executed
by Robert C. McShirley, its President and Sandford T. Waddell, its Secretary, on
the date set forth below.
Dated: August 28, 2000
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/s/ Robert C. McShirley
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Robert C. McShirley, President
/s/ Sandford T. Waddell
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Sandford T. Waddell, Secretary
STATE OF California )
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) ss:
COUNTY OF Ventura )
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On August 28, 2000 personally appeared before me, a Notary Public,
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Robert C. McShirley and Sandford T. Waddell, who acknowledged that they
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executed the above instrument.
/s/ Carlene Ackley
(SEAL) ------------------
Notary Public
-3-
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Robert C. McShirley and Sandford T. Waddell, certify that:
A. They are the duly elected and acting President and Secretary,
respectively, of Vsource, Inc., a Nevada corporation (the
"Company");
B. The following resolution, which sets forth the rights,
preferences, privileges and restrictions of the Series 2-A
Convertible Preferred Stock of the Company determined by the
Board of Directors of the Company in accordance with the
authorization contained in the Company's Articles of
Incorporation, as amended, was duly adopted by the Board by
unanimous written consent dated as of July 27, 2000:
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IN WITNESS WHEREOF Vsource, Inc. has caused this certificate to be executed
by Robert C. McShirley, its President and Sandford T. Waddell, its Secretary, on
the date set forth below.
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Though the information below is not required by law, it may prove valuable to
persons relying on th document and could prevent fraudulent removal and
reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Certificate of Designation
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Document Date: 07-22-2000
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Signer(s) Other Than Named Above: None
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