CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
INTERNET BRANDSMALL, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is INTERNET BRANDSMALL, INC. It was formed under the name HEALTH PRODUCT
DEVELOPMENT CORPORATION
2. The certificate of incorporation of the corporation is hereby
amended by striking out Articles First and Fourth thereof and by substituting in
lieu of said Articles the following new Articles:
FIRST: The name of the Corporation is "ENABLEWARE TECHNOLOGY, INC."
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"), the voting power, designations, preferences and relative
participating option or other special qualifications, limitations or
restrictions thereof are set forth hereinafter. Each one (1) share of
Common Stock issued and outstanding at 5:00 PM Eastern Daylight Time on
the date that this Certificate of Amendment shall be filed by the
Secretary of State of Delaware is automatically changed, without
further action, into seven tenths (.70) of a fully paid and
non-assessable share of the Common Stock, provided that no fractional
shares shall be issued pursuant to such change, and the total number of
shares issued and outstanding is changed from 9,040,000 to 6,328,000 by
reason of such change. All fractional shares below fifty hundredths
(.50) shall be disregarded and all fractional shares of fifty
hundredths (.50) or greater shall be rounded up to the next highest
whole number.
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.
2. COMMON STOCK
(a) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with
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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
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.
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(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.
3. The amendments of the certificate of incorporation herein
certified have been duly adopted and written consent has been given in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
Signed on October 5, 2000
/s/ ROBERT ZIGLIN
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Robert Ziglin, President
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