CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
MUSIC ETC., INC.
(Nevada Corporation #11505-1993)
(THE CORPORATION)
We the undersigned, Lewis M. Eslick (President) and Leslie B.
Eslick (Secretary) of the Corporation do hereby certify:
That the board of Directors of the Corporation at a meeting duly
convened and held on the 23rd day of July, 1999, adopted a
resolution to amend the original articles as follows:
FOURTH IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourth: Capital Stock
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have authority
to issue is Sixty Million (60,000,000), consisting of Fifty
Million (50,000,000) shares of Common Stock, par value of $0.001
per share (The "Common Stock") and Ten Million (10,000,000)
shares of Preferred Stock, which have a par value of $0.001 per
share (the "Preferred Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which stockholders
are entitled to give consent, the holders of the outstanding
shares of the Common Stock shall be entitled to cast thereon one
(1) vote in person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled to
receive such cash dividends as may be declared thereon by the
Board of Directors from time to time out of assets of funds of
the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be provided in these
Restated Articles of Incorporation, each share of the Common
Stock shall have identical powers, preferences and rights,
including rights in liquidation;
3. Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions pertaining to the
Preferred Stock, or any series thereof, shall be such as may be
fixed, from time to time, by the Board of Directors in it's sole
discretion, authority to do so being hereby expressly vested in
such board.
4. Issuance of the Common Stock and the Preferred Stock. The
Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the
Common Stock and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth in these
Restated Articles of Incorporation for such purposes, in such
amounts, to such persons, corporations, or entities, for such
consideration and in the case of the Preferred Stock, in one or
more series, all as the Board of Directors in it's discretion may
determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of
Directors, from time to time, also may authorize, by resolution,
options, warrants and other rights convertible into Common or
Preferred stock (collectively "securities.") The securities must
be issued for such consideration, including cash, property, or
services, as the Board or Directors may deem appropriate, subject
to the requirement that the value of such consideration be no
less than the par value if the shares issued. Any shares issued
for which the consideration so fixed has been paid or delivered
shall be fully paid stock and the holder of such shares shall not
be liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is
not less that the par value of the shares so issued. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by
applicable law, there shall be no cumulative voting on any matter
brought to a vote of stockholders of the Corporation.
TENTH IS HEREBY AMENDED TO READ AS FOLLOWS:
Tenth: Governing Board of Directors
The business and affairs of the Corporation shall be managed
by and under the direction of the Board of Directors. The
Board of Directors, at their pleasure, have the express
rights to appoint additional Directors under specified
circumstances. The exact number of Directors of the
Corporation shall be determined from time to time by the by-
laws or amendment thereto, providing that the number of
directors shall not be reduced to less than three (3). The
Directors holding office at the time of the filing of these
Restated Articles of Incorporation shall continue as
directors until the next annual meeting and/or until their
successors are duly chosen.
FOURTEENTH IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourteenth: Shareholders' Right To Sell and/or Transfer Stock
Any shareholders' may sell, assign, or otherwise transfer
their shares and certificate or certificates of stock, or
any part thereof.
The aforesaid changes and amendments have been consented to and
approved by a majority vote of the stockholders holding at least
a majority of each class of stock outstanding and entitled to
vote thereon.
_______________________ ____________________
Lewis M. Eslick Leslie B. Eslick
President Secretary
