AMENDMENT NO. 1
TO
SONICSAVE.COM CORP.
BY-LAWS
Article IV, Section 1 of the SonicSave.com Corp. (the "Corporation")
By-Laws (the "By-Laws") are hereby amended as follows:
"Section 1: The business and affairs of this Corporation shall be
managed by its Board of Directors. The Board of Directors shall consist of four
(4) members, unless and until this number is changed by an amendment to this
article. Each director shall be elected for a term of one year, and until his
successor shall qualify or until his earlier resignation or removal."
Article IX of the By-Laws is hereby amended to include the following
provisions:
"Section 7: All material affiliated transactions and loans will be
made or entered into on terms that are no less favorable to the Corporation than
those that can be obtained from unaffiliated third parties.
Section 8: All material affiliated transactions and loans, and any
forgiveness of such loans, must be approved by a majority of the Corporation's
independent directors who do not have interest in the transactions and who have
had access, at the Corporation's expense, to Corporation's or independent legal
counsel."
As amended, the By-Laws remain in full force and effect.
Effective as of December __, 2000
