CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
STRUTHERS, INC.
(the "Corporation")
The undersigned, being respectively the President and Secretary of the
Corporation, do hereby certify:
1. The original articles were filed with the Office of the Secretary of
State on October 10, 1995.
2. That the Board of Directors of the Corporation at a meeting duly held
on the 6th day of August, 2000 adopted a resolution to amend the original
articles as follows:
Article 4 Subdivision (b)(B)(vii) is hereby amended to read as follows:
"(vii) Purchase Rights. The shares of Class D Stock, as a unit, shall have
the right, at the option of the holders thereof, their designees,
assignees, heirs and/or legal representatives, to purchase on the
first day of January and on the first day of July of each year shares
of Common Stock aggregating in number 2 1/2% annually of the issued
and outstanding stock of the Corporation. For this purpose, the number
of issued and outstanding shares shall be fixed at a maximum of 100
million shares or the then outstanding stock, whichever is less, and a
minimum of 50 million shares or the then outstanding shares, whichever
is greater.
The purchase price shall be equal to 10% of the average of the bid and
asked price of the Corporation's shares during the ten day
trading period immediately preceding the first day of January and July
of each year.
The right to purchase shall be cumulative if not exercised in any
semi-annual period and shall not be subject to forfeiture in the event
it is not exercised in any semi-annual period. This right to
accumulate shall not exceed a maximum of four consecutive bi-annual
periods."
3. The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation are 358,619,922 that the
said changes and amendments have been consented to and approved by a majority
vote of the stockholders holding at least a majority of the stock outstanding
and entitled to vote thereon.
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/S/ DOUGLAS W. BEATTY /S/ RHETT C. SEABROOK
---------------------------- ----------------------------
Douglas W. Beatty, President Rhett C. Seabrook, Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF NASSAU )
On the 8th day of August, 2000 before me personally appeared Douglas W.
Beatty and Rhett C. Seabrook, each of whom acknowledged to me that he executed
the above instrument.
/S/ RICHARD S. LANE
-------------------
Notary Public
Richard S. Lane
Notary Public, State of New York
No. 02LA4941246
Qualified in New York County
Commission Expires Aug. 1, 2001
