FIFTH CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CALIPSO, INC.,
a Delaware corporation
CALIPSO, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "General Corporation Law")
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is CALIPSO, INC., and that
this corporation was originally incorporated on May 31, 1994, pursuant to the
General Corporation Law.
SECOND: That on April 27, 2000, the Board of Directors duly adopted
resolutions proposing to amend the Certificate of Incorporation of this
corporation, effective April 27, 2000, declaring said amendment to be
advisable and in the best interest of this corporation and its stockholders,
and, by written consent in accordance with Section 228 of the General
Corporation Law, the stockholders of this corporation consented to the
resolutions setting forth the proposed amendment, which resolutions are as
follows:
RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by amending Paragraph Fourth to read as
follows:
PARAGRAPH FOURTH
The total number of shares of capital stock which the Corporation shall have
authority to issue is twenty million (20,000,000), of which all twenty
million (20,000,000) shares shall be designated "Common Stock" and shall have
a par value of $.001 per share. Upon the amendment of this Paragraph Fourth
to read as herein set forth, each outstanding share of this Corporation's
Common Stock as of April 27, 2000 shall be split into 1.35 shares of this
Corporation's Common Stock, resulting in a total of 9,039,600 shares of this
Corporation's Common Stock issued and outstanding.
THIRD: The foregoing amendment was approved by the holders of the
requisite number of shares of said corporation in accordance with Section 228
of the General Corporation Law.
FOURTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 and 245 of the General Corporation Law to be
effective April 27, 2000.
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IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of
Incorporation has been signed by the President of this corporation as of
August 11, 2000.
By:/s/ Robert Ransom
Robert Ransom, President
