APPENDIX A
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SGI INTERNATIONAL
Pursuant to the provisions of the Utah Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST. The name of the corporation is SGI INTERNATIONAL.
SECOND. The following amendments of the Articles of Incorporation were
adopted by the Shareholders of the corporation on September 18, 2000, or any
adjournment thereof, in the manner prescribed by the Utah Business Corporation
Act:
ARTICLE IV (a) of the Articles of Incorporation will be deleted and in
its place and stead the following shall be substituted:
ARTICLE IV
(a) Capital Stock. The Corporation shall have the authority to issue One Hundred
Twenty-Five Million (125,000,000) shares of Common Stock, no par value,
and Twenty Million (20,000,000) shares of Preferred Stock par value
$0.01 per share. Any stock of the Corporation, which is fully paid,
shall not be subject to further call or assessment for any purpose.
THIRD. The number of shares of the Corporation outstanding at the time of such
adoption was ______________ and the number of shares entitled to vote thereon
was 66,573,809.
FOURTH. The designation and number of outstanding shares of each class entitled
to vote thereon as a class were as follows:
Number
of Shares
Class
Common Capital Stock
No Par Value 66,573,809
FIFTH. The number of shares voted for and against such amendments was as
follows:
Number of Shares Voted
Amendment For Against
Amendment of ARTICLE IV _______ ________
SIXTH. The number of shares of each class entitled to vote thereon as a class,
which voted for and against such amendment, respectively, was:
Common Capital Stock. No Par Value
Number of Shares Voted
Amendment For Against
Amendment of ARTICLE IV ________ ________
SEVENTH. Manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
No Change.
EIGHTH. Manner in which such amendment effects change in the amount of
stated capital, and the amount of stated capital, and the amount of stated
capital as changed by such amendment are as follows:
No Change.
Dated this _____ day of September 2000.
_________________________________
President
__________________________________
Secretary
STATE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
On ________________________ before me, ________________________________________
personally appeared John R. Taylor and Michael L. Rose of satisfactory evidence
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
Witness my hand and official seal.
___________________________________
Notary Public
(Notary's Seal)
