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EXHIBIT 3.4
ARTICLES OF CORRECTION
ARTICLES OF CORRECTION
OF
ARTICLES OF AMENDMENT
OF
INFORMATION ARCHITECTS CORPORATION
The undersigned corporation hereby submits these Articles of Correction for the
purpose of correcting a document filed by the Secretary of State:
1. The name of the corporation is Information Architects Corporation
2. On June 8, 2000, the Secretary of State filed for the corporation
the following described document:
Articles of Amendment to the Articles of Incorporation to
include the "Certificate Of The Designations, Number, Voting
Powers, Preferences And Rights Of Series A Preferred Stock Of
Information Architects Corporation"
3. The document contains a statement that is incorrect in the manner
and for the reasons stated as follows:
The calculation requiring the corporation to issue additional
shares of its Series A Preferred Stock, if on December 7, 2000
the five day average of the closing price of the Common Stock
is below $7.00 per share with a floor of $5.00 per share is
incorrect because of a drafting inaccuracy in recording the
corporate action therein referred to.
4. The document should be corrected as follows:
The second, third and fourth sentences of Section 6(b)
(Conversion Rights) of the "Certificate Of The Designations,
Number, Voting Powers, Preferences And Rights Of Series A
Preferred Stock Of Information Architects Corporation" shall
be deleted in its entirety and the following substituted in
lieu thereof:
"In such event, the Company shall promptly thereafter deliver
to each holder of Series A Stock certificates representing
additional shares of Series A Stock determined, in the case of
each holder of Series A Stock, by subtracting (i) the number
of shares of Series A Stock held on the day immediately
preceeding the Reset Date; from (ii) the product of the number
of shares of Series A Stock held on the day immediately
preceeding the Reset Date multiplied by the Issuance
Consideration, with such product being divided by the Reset
Price. Any such certificates shall be dated as of the Reset
Date. In no event shall the Reset Price be less than $50.00
nor shall the Company be required to issue more than a total
of 267,000 shares of Series A Stock, except as provided in the
next sentence."
This, the 24 day of October, 2000.
INFORMATION ARCHITECTS CORPORATION
By: /s/ Robert F. Gruder
---------------------------------
Robert F. Gruder
Chief Executive Office
