CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF MAYFORD ACQUISITION CORPORATION
MAYFORD ACQUISITION CORPORATION (the "Corporation"), a
corporation organized under the General Corporation Law of the State
of Delaware, does hereby certify:
The amendments to the Corporation's Certificate of
Incorporation set forth in the following resolutions were approved
by the unanimous consent of the Corporation's Board of Directors and
were duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:
"RESOLVED, that the Board of Directors hereby declares
advisable and recommends to the shareholders the amendment to
ARTICLE ONE of the Certificate of the Incorporation of the
Corporation set forth in this resolution to be submitted to the
shareholders of the Corporation, such ARTICLE ONE amended in its
entirety as follows:
"ARTICLE ONE
NAME
The name of the Corporation is CCM Manufacturing Technologies,
Inc."
RESOLVED, that the Board of Directors hereby declares advisable
and recommends to the shareholders the amendment to ARTICLE FOUR of
the Certificate of the Incorporation of the Corporation set forth in
this resolution to be submitted to the shareholders of the
Corporation, such ARTICLE FOUR amended in its entirety as follows:
"ARTICLE FOUR
SHARES
The aggregate number of shares which the Corporation shall have
authority to issue is 100,000,000, $.0001 par value per share.
Of such shares 60,000,000 shares of Class A common stock,
$.0001 par value per share, 10,000,000 shares of Class B common
stock, $.0001 par value per share, and 30,000,000 shares of
preferred stock, $.0001 par value per share.
Class A common stock and Class B common stock shall have
identical rights, except that the Class B common stock shall
have no voting rights except as otherwise required by law.
Class B common stock shall automatically be converted into
Class A common stock on a share for share basis upon the
occurrence of the closing of a sale of Class A common stock by
the Corporation pursuant to an effective registration under the
Securities Act of 1933, as amended, or its successor statute.
The Board of Directors is authorized to provide for
the issuance of the shares of Preferred Stock in
series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish
from time to time the number of shares to be included
in each such series, and to fix the designation,
powers, preferences and rights of the shares of each
such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with respect to
each series of Preferred Stock shall include, but not be
limited to, determination of the following:
A. The number of shares constituting that series and the
distinctive designation of that series;
B. The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative rights of priority,
if any, of payment of dividends on share of that series;
C. Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so,
the terms of such voting rights;
D. Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate
in such events as the Board of Directors shall determine;
E. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after
which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions
and at different redemption dates;
F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if
so, the terms and amount of such sinking fund;
G. The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, and the relative rights of
priority, if any, of
payment of shares of that series; and
H. Any other relative rights, preferences and limitations
of that series."
IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be signed and attested by its duly authorized officers, on this
__ day of _____, 2000.
MAYFORD ACQUISITION CORPORATION
BY:___________________________________
Jaime J. Munoz
President
Attest:
________________________
Gustavo Cardenas
Secretary
