CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF DESIGNATIONS
OF
SERIES B 7% CONVERTIBLE PREFERRED STOCK
OF
EDUCATIONAL VIDEO CONFERENCING, INC.
(Pursuant to Section 103(f) of the General Corporation
Law of the State of Delaware)
EDUCATIONAL VIDEO CONFERENCING, INC., a Delaware corporation (the
"Corporation"), does hereby certify that:
1. The name of the corporation is Educational Video Conferencing,
Inc.
2. The Certificate of Designations of Series B 7% Convertible
Preferred Stock of the Corporation (the "Certificate of
Designations"), which was filed by the Secretary of State of
Delaware on September 22, 2000, is hereby corrected:
3. The inaccuracy to be corrected in Section 1 of the Certificate of
Designations is as follows:
In the definition section of "CLOSING DATE" the word in should
have been inserted between the words filed and Delaware.
4. The definition of closing date in corrected form is as follows:
"CLOSING DATE" means the date this Certificate of Designations is
filed in Delaware.
5. The inaccuracy to be corrected in Section 11 G of the Certificate
of Designations is as follows:
The reference in the second sentence of Section 11 G to Section
10(b)E should have been to Section 11(b)E.
6. The second sentence of Section 11 G in corrected form is as
follows:
G. No readjustments of the Conversion Price pursuant to
subsections 11(b)E or F shall be applicable to conversion of
Series B Preferred effected prior to the occurrence of the event
requiring such readjustment.
<PAGE>
7. The inaccuracies to be corrected in Section 19(a) of the
Certificate of Designations are as follows:
o After the word Holder, in the second line, there
should have been inserted: and its "affiliates",
as defined in Rule 144 of the Exchange Act,
o The clause beginning, in the seventh line, as
shall cause such Holder to be deemed the
beneficial owner of more than 10% should have
read: as would cause, upon giving effect to such
conversion, the aggregate number of shares of
Common Stock beneficially owned by the Holder and
its affiliates to exceed 9.99%
o After the word Holder, in line 12, there should
have been inserted: and its affiliates
o In line 13, 9.99% should have been 10%
8. In corrected form, Section 19(a) reads as follows:
19. ADDITIONAL PROTECTIVE PROVISIONS.
(a) Notwithstanding anything herein to the contrary,
if and to the extent that, on any date (the
"Section 16 Determination Date"), the holding by a
Holder and its "affiliates", as defined in Rule
144 of the Exchange Act, of shares of the Series B
Preferred would result in the Holder's becoming
subject to the provisions of Section 16(b) of the
Exchange Act by virtue of being deemed the
"beneficial owner" of more than 10% of the then
outstanding shares of Common Stock, then the
Holder shall not have the right, and the
Corporation shall not have the obligation, to
convert so many of such Holder's shares of Series
B Preferred (the "SECTION 16 REDEMPTION SHARES")
as would cause, upon giving effect to such
conversion, the aggregate number of shares of
Common Stock beneficially owned by the Holder and
its affiliates to exceed 9.99% of the then
outstanding shares of Common Stock during the
period ending 60 days after the Section 16
Determination Date. If a federal district court
for the district in which a Holder is domiciled,
or the federal circuit court of the circuit in
which such district is located, or the Supreme
Court of the United States (each, a "BINDING
COURT") shall determine that the foregoing
limitation is ineffective to prevent a Holder and
its affiliates from being deemed the beneficial
owner of more than 10% of the then outstanding
shares of Common Stock for the purposes of Section
16(b), then the Corporation shall, at the option
<PAGE>
of the Holder exercised by giving written notice
to the Corporation, redeem the Section 16
Redemption Shares within 20 Business Days from
after the giving of such redemption notice. Upon
such redemption, the Section 16 Redemption Shares
owned by such Holder shall immediately and without
further action be deemed returned to the status of
authorized but unissued shares of Series B
Preferred, and the Holder shall have no interest
in or rights under such Section 16 Redemption
Shares. Such redemption shall be for cash at a
redemption price equal to 105% of the Stated Value
of the Section 16 Redemption Shares together with
any declared and unpaid dividends to the date of
such redemption.
Executed on this 5th day of October, 2000
/s/ Richard Goldenberg
-----------------------------------
Name: Richard Goldenberg
Title: Chief Financial Officer
