MEGAMEDIA NETWORKS INC
SB-2, EX-3.8, 2000-09-01
BLANK CHECKS
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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         AMALGAMATED ENTERTAINMENT, INC.


It is hereby certified that:

     1.   The name of the corporation  (hereinafter called the "Corporation") is
          Amalgamated Entertainment, Inc.

     2.   The Certificate of  Incorporation of the Corporation is hereby amended
          by  adopting  the   following   amendment   authorized  by  directors'
          resolution and the written consent of the majority shareholders of the
          Corporation who own 800,000 of the 1,015,453 shares outstanding common
          stock of the Corporation.

     RESOLVED, that the Company effect a forward split of its outstanding voting
          securities on a basis of 2.5 for 1, effective as of the date of filing
          with the State of Delaware,  while  retaining  the current  authorized
          capital  and par value,  with  appropriate  adjustments  in the stated
          capital and capital surplus  accounts;  provided,  that all fractional
          shares shall be rounded up to the nearest whole share,  and that these
          shares for  rounding to the  nearest  whole share shall be provided by
          the  Corporation,  to become  effective  as of the filing  date of the
          Certificate of Amendment with the State of Delaware; and

     3.   The Amendment of the Certificate of Incorporation herein certified has
          been duly adopted in accordance with provisions of Section 228 and 242
          of the General Corporation Law of the State of Delaware.

          The effective time of the amendment herein certified shall be the date
          of filing with the Secretary of State of the State of Delaware.

Signed on  /S/ 9/11/99                          /S/ JAMES P. DOOLIN
                                                James P. Doolin
                                                President and Director





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