NVID INTERNATIONAL INC/DE
10SB12G, EX-3.(I)B, 2000-09-25
BLANK CHECKS
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                              EX-3.(I)b

                            Certificate of Amendment



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<PAGE>



                                   EXHIBIT 3.(I)b

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                            (Pursuant to Section 242)

                               **********************************************
        NETWORK  VIDEO,  INC.,  a  corporation  organized  and  existing  under
and by virtue of the  Genera Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:
     FIRST:  That the written consent of the necessary number of shares required
by statute of the  stockholders  of NETWORK VIDEO,  INC. was given in accordance
with Section 228 of he General  Corporation  Law of Delaware,  setting  forth an
amendment to the Certificate of Incorporation of said corporation. The amendment
to the Certificate of Incorporation s as follows

     Article 3. of the  Certificate  of  Incorporation  of this  corporation  is
hereby amended as follows:  "3. the total number of shares which the corporation
is  authorized  to issue is Ten  Million  (10,000,000)  shares of voting  Common
Stock, each of which shall have a par value of $.001."

        SECOND: Prompt notice of the taking of the corporate action amending the
Certificate of Incorporation in the manner set forth above has been given to the
sole  stockholder,  who had  previously  consented  in  writing,  as provided by
Section 228 of the Genera Corporation Law of the State of Delaware.

        THIRD:  The 1,000  outstanding  shares of Common  Stock  were split on a
3,670-for-  basis, so hat, after he split and he change of par value from no par
value to $.001 per share the corporation  has issued and  outstanding  3,670,000
shares of Common Stock, $.001 par value per share.



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        IN WITNESS  WHEREOF,  said corporation has caused this Certificate to be
signed by Frank S. Valencic, its President, and attested by Robert F. Bunte, its
Secretary, this 31 day of March, 1985.

                                           NETWORK VIDEO, I NC.

                                          BY___________________________________
                                                Frank S. Valencic, President
ATTEST:

By__________________________________
Robert F. Bunte, Secretary





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