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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MOTORSPORTS USA, INC.
_________________
MOTORSPORTS USA, INC., a Corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST. That the Board of Directors of said corporation, at a meeting
duly convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Company that Article FIRST of the Certificate of
Incorporation be amended to read as follows:
FIRST: The name of this corporation shall be:
ARTICLE ONE SHOULD READ AS FOLLOWS:
THE NAME OF THE CORPORATION SHALL BE
VAST TECHNOLOGIES HOLDING CORPORATION.
SECOND. That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to
vote by written consent given in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Michael A. Drew, President, this 3rd day of May, 2000.
______________________________
Authorized Officer
