CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
DELICIOUS BRANDS, INC.
Under Section 242 of the General Corporation Law
of the State of Delaware ("DCGL")
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Delicious Brands, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, by unanimous
written consent, and the Stockholders of the Corporation, by majority written
consent pursuant to Section 228 of the DCGL, adopted a resolution approving and
adopting the following amendment to Article FIRST of the Certificate of
Incorporation of the Corporation as follows:
RESOLVED, that the Corporation be, and hereby is, authorized to amend
its Certificate of Incorporation to change the Corporation's name from
Delicious Brands, Inc., to Next Generation Technology Holdings, Inc. by
deleting Article FIRST thereof and inserting in its place the following
Article FIRST:
"FIRST: The name of the corporation is Next Generation
Technology Holdings, Inc.";
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its duly authorized officer, this 1 day of June, 2000.
DELICIOUS BRANDS, INC.
By: /s/ Thomas J. Guinan
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Name: Thomas J. Guinan
Title: President and Chief Executive Officer
