CERTIFICATE OF DETERMINATION OF SHARE APPRECIATION RIGHTS
WorldCast Interactive, Inc.
Share Appreciation Rights
Rights, Preferences, Privileges and Restrictions
Article I.
Designation of Units
WorldCast Interactive, Inc., a Florida corporation, has designated 7,760,000
shares of its authorized 100,000,000 shares of common stock as reserved for the
conversion of Share Appreciation Rights (SAR) units granted in accordance with
this Certificate of Determination of Share appreciation Rights. The rights,
preferences, privileges and restrictions granted to or imposed on the WorldCast
Interactive, Inc., SAR units or their holders are as follows:
Article II
Consolidation, Merger, Exchange
In case the Corporation shall enter into any consolidation, merger, combination,
statutory share exchange or other transaction in which the Common Shares are
exchanged for or changed into other stock or securities, money and/or any other
property, then in any such case the SAR units shall at the same time be
similarly exchanged or changed into SAR units, other stock or securities, money
and/or other property of the surviving entity providing the holders of such SAR
units with (to the extent possible) the same relative rights and preferences as
the WorldCast Interactive, Inc., SAR units.
Article III
Redemption Rights
Any holder of any of the outstanding SAR units may, at such times and upon such
conditions as specified in a document granting SAR units to such holder, require
the corporation to redeem all or any of his or her said shares for cash at $0.40
per unit, the sum of which is called the redemption price. A holder wishing to
so require the corporation to redeem such SAR units shall give the corporation
written notice by first-class mail, postage prepaid, stating: (i) the occurrence
of the event triggering the redemption right; (ii) the number of SAR units to be
redeemed, and whether all or fewer than all of the units of the SAR held by the
holder are to be redeemed; (iii) the date fixed for redemption; (iv) the
redemption price, and (v) the name and address for payment of the redemption
price.
Article IV
Conversion Rights
The holders of SAR units shall be entitled to convert those units to common
shares on a semi-annual, calendar year basis at such times and upon such
conditions as specified in a document granting SAR units to such holder. A
holder wishing to so require the corporation to convert such shares shall
deliver to the corporation endorsed certificates representing the units to be
converted together with a written notice by first-class mail, postage prepaid,
stating: (i) the occurrence of the event triggering the conversion right; (ii)
the number of units to be converted and whether all or fewer than all of the
units held by the holder are to be converted; (iii) the date fixed for
conversion; (iv) the number of common shares to be issued to holder as a result
of the conversion, and (v) the name and address for delivery of the common
shares to be issued to holder as a result of the conversion. Upon delivery of
such certificates and notice of election to convert, holder shall be entitled to
receive one share of common stock for each unit being converted, subject to the
following adjustments, terms, and conditions: (i) The corporation shall at all
times reserve and keep available a sufficient number of its authorized but
unissued common shares, and shall further obtain and keep in force any permits
required, to enable it to issue and deliver all common shares required to cover
the conversion rights granted under this article. (ii) No fractional shares
shall be issued on conversion, but the corporation shall pay cash for any
fractional shares of common stock to which holders may be entitled, at the fair
market value of the common shares at the time of conversion. (iii) Units
converted under this article shall not be reissued.
<PAGE>
Article V
Liquidation Preferences
Upon any liquidation, dissolution, or winding up of the corporation, whether
voluntary or involuntary, after any distribution to the holders of SAR units and
before any distribution of cash or other assets is made to the holders of common
shares, the holders of SAR units shall be paid an amount equal to $0.40 per
share. After these amounts have been paid or distributed to the holders of the
SAR units, the remaining assets and funds of the corporation shall be divided
and distributed ratably among the holders of the common shares.
Article VI
Transfer Restrictions
The SAR units and shares of Common Stock into which such units are converted
shall be subject to such restrictions and legend conditions as may be imposed by
the Rules of the Securities and Exchange Commission.
Each share certificate of the corporation's SAR units shall bear the following
legend:
"This certificate and the units evidenced by this certificate may be sold,
assigned, transferred, pledged, or otherwise disposed of subject only to the
provisions of the CERTIFICATE OF DETERMINATION OF PREFERENCE, WorldCast
Interactive, Inc., SAR units."
Article VIII
Voting Rights
The holders of SAR units shall have no voting rights, except as may be required
by law.
Article IX
Vote to Change the Terms of Series A Preferred Shares
The Approval of the Board of Directors and the affirmative vote at a meeting
duly called by the Board of Directors for such purpose (or the written consent
without a meeting) of the holders of not less than two-thirds (2/3) of the then
outstanding SAR units shall be required to amend, alter, change or repeal any of
the powers, designations, preferences and rights of the SAR units.
The foregoing Certificate of Determination was duly adopted by the Board of
Directors of the Corporation, dated as of June 30, 2000, pursuant to the Florida
Business Corporation Act, which does not require shareholder approval.
IN WITNESS WHEREOF, I have executed this Amendment effective June 30, 2000.
--------------------------------
Robert Kelner
President and Director
