CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
AMERICAN UTILICRAFT CORPORATION
American Utilicraft Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, hereby certifies as follows:
FIRST: That the board of directors of the Corporation duly adopted a
resolution setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable, and
directing that the proposed amendment be considered by the stockholders of the
Corporation. The resolution setting forth the amendment was as follows.
RESOLVED, that Article Fourth - Stock of the Certificate of
Incorporation of American Utilicraft Corporation is amended to read as
follows:
Section 4.01 The Corporation shall be authorized to issue only one (1)
class of stock, to wit: Common Stock. The total number of shares of
Common Stock which the Corporation shall have authority to issue is
Twenty Thousand (20,000), and the par value of each such shares is One
Thousandth of a cent ($.00001) amounting in the aggregate to Twenty
Cents ($0.20).
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, the stockholders of the Corporation, acting by written consent
pursuant to 8 Del C ss. 228, voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its President and its Secretary, respectively, this 20th day of April,
2000.
BY: /s/ John J. Dupont
--------------------------------
John J. Dupont, President
ATTEST: /s/ James S. Carey
----------------------------
James S. Carey, Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:45 FM 04/24/2000
001209622 - 2238397
