ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PACIFIC INTERNATIONAL HOLDING, INC.
ARTICLE I. In accordance with sections 16-10a-1003 and 16-10a-1006 of the
Utah Revised Business Corporation Act, Pacific International Holding, Inc.
("Corporation"), does hereby adopt the following amendment (the "Amendment"),
to its Articles of Incorporation:
(a) The articles of incorporation are hereby amended by deleting all of
Article V and inserting the following in lieu thereof:
ARTICLE V
PRE-EMPTIVE RIGHTS
The Shareholders of this Corporation shall have no pre-emptive rights.
ARTICLE II. The foregoing Amendment was adopted by the Board of
Directors and Stockholders of the Corporation. The Amendment was adopted by
separate written consents of the Board of Directors and Stockholders dated
March 31, 2000, in accordance with sections 16-10a-821 and 16-10a-704 of the
Utah Revised Business Corporation Act. The only Stockholders entitled to
vote on the Amendment were holders of 4,844,378 shares of Common Stock, which
are all of the issued and outstanding shares. The total number of votes cast
in favor of the Amendment by Common Stock holders was 4,588,125, which is
sufficient to approve the Amendment.
IN WITNESS WHEREOF, these Articles of Amendment are executed for and on
behalf of the Corporation at its act and deed by the undersigned officer
hereunto duly authorized, who certifies that the facts herein stated are true
this 7th day of April, 2000.
Pacific Holding International, Inc.
/s/ Kitty Chow
---------------------
Kitty Chow, President
/s/ Kuen Chu
---------------------
Kuen Chu, Secretary
