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ARTICLES OF AMENDMENT TO
EMN ENTERPRISES, INC.
THE UNDERSIGNED, being the sole director and president of EMN
Enterprises, Inc. does hereby amend its Articles of Incorporation as follows:
ARTICLE I
CORPORATE NAME
The Name of the Corporation is EMN Enterprises, Inc.
ARTICLE II
PURPOSE
The company shall be organized for any and all purposes authorized
under the laws of the state of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000
shares of common stock , $.001 par value.
ARTICLE V
PLACE OF BUSINESS
The address of the principal place of business of this corporation in
the State of Florida shall be 7695 S.W. 104th Street, Suite 210, Miami, FL
33156. The Board of Directors may at any time and from time to time move the
principal office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall not be less than one (1) and
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-laws.
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ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other
securities of the corporation except to the extent such right has may be
granted by an amendment to these Articles of Incorporation or by a resolution
of the board of Directors.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Anything in these Articles of Incorporation, the By-laws, or the
Florida Corporation Act notwithstanding, bylaws shall not be adopted, modified,
amended or repealed by the shareholders of the corporation except upon the
affirmative vote of a simple majority vote of the holders of all the issued and
outstanding shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1. Inspection of Books. The board of directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2. Control Share Acquisition. The provisions relating to any control
share acquisition as contained in Florida Statutes now or hereinafter amended,
and any successor provision shall not apply to the Corporation.
9.3. Quorum. The holders of shares entitled to one-third of the votes
at a meeting of shareholder's shall constitute a quorum.
9.4. Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by the law, no director or officer of
the Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or its
shareholders. In addition, the corporation shall have the power in its By-Laws
or in any resolution of its stockholders or directors to undertake to indemnify
the officers and directors of this corporation against any contingency or peril
as
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may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at sometime in the
future becomes, an officer, director or partner of such other contracting
party, or has now or hereafter a direct or indirect interest in such contract.
I hereby certify that the following was adopted by a majority vote of
the shareholders and directors of the corporation on July 20, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on July 20,1998.
/s/ Eric P. Littman
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Eric P. Littman, Sole Director
The foregoing instrument was acknowledged before me this on July 20,
1998 by Eric P. Littman, who is personally known to me.
/s/ Isabel J. Cantera
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Notary Public
My commission expires: ISABEL J. CANTERA
MY COMMISSION CC 29509
EXPIRES: February 25, 1999
Bonded through Notary Public Underwriters
