CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
COMPU-DAWN, INC.
(Pursuant to Section 242 of the
General Corporation Law of Delaware)
COMPU-DAWN, INC., a corporation organized and existing under the Delaware
General Corporation Law (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended to change the name of the Corporation and to increase the number of
Common Shares that the Corporation shall be authorized to issue.
SECOND: Article I of the Certificate of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
"ARTICLE I
The name of the corporation is "MyTurn.com, Inc." (hereinafter referred to
as the "Corporation")."
THIRD: Paragraph (a) of Article IV of the Certificate of Incorporation of
the Corporation is hereby amended to read in its entirety as follows:
(a) The aggregate number of shares of stock which the Corporation shall
have authority to issue is 61,000,000, of which 60,000,000 are shares of
Common Stock, with a par value of $.01 per share, and 1,000,000 are shares
of Preferred Stock, with a par value of $.01 per share."
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FOURTH: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the President of the Corporation has hereunto set his
hand to this Certificate this 20th day of January, 2000.
COMPU-DAWN, INC.
By: /s/ Paul K. Danner
-----------------------
Paul K. Danner
Chief Executive Officer
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