CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HEALTH PRODUCT DEVELOPMENT CORPORATION
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
HEALTH PRODUCT DEVELOPMENT CORPORATION, a Delaware corporation (the
"Corporation"), hereby certifies as follows:
FIRST: The amendment to the Certificate of Incorporation to be effected
hereby is as follows:
Article "First" of the Certificate of incorporation relating to the
name of the Corporation, is amended to read as follows:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is:
INTERNET BRANDSMALL CORPORATION."
Article "Fourth of the Certificate of Incorporation, relating
to the authorized capital stock of the Corporation, is hereby amended to read as
follows:
"FOURTH: The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 55,000,000, of which 5,000,000
shall be Preferred Stock, par value $.0001 per share and 50,000,000 shall be
Common Stock, par value $.0001 per share ("Common Stock"), and the voting power,
designations, preferences and relative participating option or other special
qualifications, limitations or restrictions thereof are set forth hereinafter:
1. PREFERRED STOCK
(a) The Preferred Stock may be issued in one or more series,
each of which shall be distinctively designated, shall rank
equally and shall be identical in all respects except as
otherwise provided in subarticle 1(b) of this 4.
(b) Authority is hereby vested in the Board of Directors to
issue from time to time the Preferred Stock of any series and
to state in the resolution or resolutions providing for the
issuance of shares of any series the voting powers, if any,
designations, preferences and relative, participating,
optional or other special rights, and the qualifications,
limitations or restrictions of such series to the full extent
now or hereafter permitted by the law of the State of
Delaware in respect of the matters set forth in the following
clauses (i) to (viii) inclusive;
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(i) the number of shares to constitute such series, and
the distinctive designations thereof;
(ii) the voting powers, full or limited, if any, of such
series;
(iii) the rate of dividends payable on shares of such
series, the conditions on which and the times when such
dividends are payable, the preference to, or the relation to,
the payment of the dividends payable on any other class,
classes or series of stock, whether cumulative or
non-cumulative and, if cumulative, the date from which
dividends on shares of such series shall be cumulative;
(iv) the redemption price or prices, if any, and the terms
and conditions on which shares of such series shall be
redeemable;
(v) the requirement of any sinking fund or funds to be
applied to the purchase or redemption of shares of such
series and, if so, the amount of such fund or funds and the
manner of application;
(vi) the rights of shares of such series upon the
liquidation, dissolution or winding up of, or upon any
distribution of the assets of, the Corporation;
(vii) the rights, if any, of the holders of shares of such
series to convert such shares into, or to exchange such
shares for, shares of any other class, classes or series of
stock and the price or prices or the rates of exchange and
the adjustments at which such shares shall be convertible or
exchangeable, and any other terms and conditions of such
conversion or exchange;
(viii) any other preferences and relative, participating,
optional or other special rights of shares of such series,
and qualifications, limitations or restrictions including,
without limitation, any restriction on an increase in the
number of shares of any series theretofore authorized and any
qualifications, limitations or restrictions of rights or
powers to which shares of any future series shall be subject.
(c) The number of authorized shares of Preferred Stock may
be increased or decreased by the affirmative vote of the
holders of a majority of the votes of all classes of voting
securities of the Corporation without a class vote of the
Preferred Stock, or any series thereof, except as otherwise
provided in the resolution or resolutions fixing the voting
rights of any series of the Preferred Stock.
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<PAGE>
2. COMMON STOCK
(a) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with
the provisions of Paragraph 1 of this 4), if any, shall have
been met and after the corporation shall have complied with
all the requirements, if any, with respect to the setting
aside of same as sinking funds or redemption or purchase
accounts (fixed in accordance with the provisions of
Paragraph 1 of this 4), and subject further to any other
conditions which may be fixed in accordance with the
provisions of Paragraph 1 of this 4, then and not otherwise
the holders of Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board
of Directors.
(b) After distribution in full of the preferential amount
(fixed in accordance with the Provisions of Paragraph 1 of
this 4), if any, to be distributed to the holders of
Preferred Stock in the event of the voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or
winding-up of the Corporation, the holders of Common Stock
shall, subject to the rights, if any, of the holders of
Preferred Stock to participate therein (fixed in accordance
with the provisions of Paragraph 1 of this 4) be entitled to
receive all the remaining assets of the Corporation, tangible
and intangible, of whatever kind available for distribution
to stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.
(c) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be
adopted by the Board of Directors pursuant to Paragraph 1 of
this 4, each holder of Common Stock shall have one vote in
respect of each share of Common Stock held by him on all
matters voted upon by the stockholders.
3. OTHER PROVISIONS RELATED TO SHARES OF STOCK:
(a) No holder of any of the shares of any class or series of
stock or of options, warrants or other rights to purchase
shares of any class or series of stock or of other securities
of the Corporation shall have any preemptive right to
purchase or subscribe for any unissued stock of any class or
series or any additional shares of any class or series to be
issued by reason of any increase of the authorized capital
stock of the Corporation of any class or series, or bonds,
certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the Corporation
of any class or series, or carrying any right to purchase
stock of any class or series, but such unissued stock,
additional authorized issue of shares of any class or series
of stock or securities convertible into or exchangeable for
stock, or carrying any right to purchase stock, may be issued
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<PAGE>
and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or
associations, whether such holders or others, and upon such
terms as may be deemed advisable by the Board of Directors in
the exercise of its sole discretion.
(b) The powers and rights of Common Stock shall be
subordinated to the powers, preferences and rights of the
holders of Preferred Stock. The relative powers, preferences
and rights of each series of Preferred Stock in relation to
the powers, preferences and rights of each other series of
Preferred Stock shall, in each case, be as fixed from time to
time by the Board of Directors in the resolution or
resolutions adopted pursuant to authority granted in
Paragraph I of this 4 and the consent, by Class or series,
vote or otherwise, of the holders of such of the series of
are from time to time outstanding Preferred Stock as for the
issuance by the Board of shall not be required Directors of
any other series of rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity
with, the powers, preferences and rights of such outstanding
series, or any of them; provided, however, that the Board of
Directors may provide in the resolution or resolutions as to
any series of Preferred Stock adopted pursuant to Paragraph 1
of this 4 4 that the consent of the holders of a majority (or
such greater proportion as shall be therein fixed) of the
outstanding shares of such series voting thereon shall be
required for the issuance of any or all other series of
Preferred Stock.
(c) Subject to the provisions of subparagraph (b) of this
Paragraph 3 of this 4, shares of any series of Preferred
Stock may be authorized or issued from time to time as the
Board of Directors in its sole discretion shall determine and
on such terms and for such consideration as shall be fixed by
the Board of Directors in its sole discretion.
(d) Shares of Common stock may be issued from time to time
as the Board of Directors in its sole discretion shall
determine and on such terms and for such consideration as
shall be fixed by the board of Directors in its sole
discretion.
(e) The authorized number of shares of Common Stock and of
Preferred Stock Preferred Stock may be increased or decreased
from time to time by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and
Preferred Stock of the corporation entitled to vote thereon.
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<PAGE>
SECOND: The foregoing amendment to the Certificate of Incorporation of
the Corporation was duly adopted by the holders of at least a majority of the
outstanding shares entitled to vote by their giving written consent thereto in
accordance with Section 242 of the Delaware General Corporation Law
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President and its Assistant Secretary this 4th day
of January, 1999.
INTERNET BRANDSMALL CORPORATION
/s/ EUGENE STRICKER
------------------------------
Dr. Eugene Stricker, President
/s/ MARK SCHINDLER
------------------------------
Mark Schindler, Secretary
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