CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Diversified Investors Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: That at a meeting of the Board of Directors of Diversified Investors
Corporation, resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "Fourth" so that, as amended
said Article shall be and read as follows:
"The corporation shall have the authority to issue an aggregate of
50,000,000 shares of 0.0001 cent par value, all one class which shall be
designated common stock."
SECOND: that thereafter, pursuant to resolution of its Board of Directors,
and the consent of stockholders in liew of shareholder meeting of said
corporation in accordance with Section 228(a) of the General Corporation Law of
the State of Delaware at which meeting of the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment as duly adopted in accordance with the
provisions of Section 242 of the General Corporation law of the State of
Delaware.
IN WITNESS THEREOF, said Gregory Aurre has caused its corporate seal to be
he4reunto affixed and this certificate to be signed by Gregory Aurre, its
President and Gregory Aurre III, its Secretary this 1st day of December, 1998.
/S/ GREGORY AURRE
/S/ GREGORY AURRE III
