CERTIFICATE OF AMENDMENT TO CERTIFICATE OF
INCORPORATION OF MARKET LEAD INTERNATIONAL CORPORATION
(Pursuant to Section 242 of the General
Corporation Law of Delaware)
Market Lead International Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:
FIRST: The Certificate of Incorporation of Market Lead International
Corporation is hereby amended by deleting the first paragraph Article I - Name -
substituting the following paragraph in lieu of the first paragraph only in that
section:
ARTICLE I
NAME
The name of this Corporation is PRIMESOURCE COMMUNICATIONS HOLDINGS,
INC.
SECOND: The Corporation has effectuated a one for 1.333 reverse stock
split as to the 874,649 common shares outstanding at June 8, 1998, reducing said
shares to 656,150 common shares, having rounded off fractional shares to the
nearest whole share. The par value per share of common stock is $.0666.
THIRD: The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 and 228 of the General Corporation Law of the State of
Delaware and written notice has been given as provided in Section 228.
FOURTH: The capital of the Corporation will not be changed by reason of
the aforesaid amendment.
IN WITNESS WHEREOF, Market Lead International Corporation has caused
this Certificate to be signed by its President and attested by its Secretary
this 8th day of June, 1998.
MARKET LEAD INTERNATIONAL CORPORATION
BY: /s/ K. Bruce Jones
-------------------
K. Bruce Jones
Attest:
/s/ Matthew R. White
---------------------------
Matthew R. White, Secretary
