CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
EURBID.COM, INC.
First: The name of the Corporation is EURBID.COM, INC.
Second: Upon the filing hereof, the Fourth Article of the Certificate of
Incorporation of the Corporation is hereby amended to add a new final paragraph
to such Article, which shall read as follows:
"Upon the effectiveness of the filing with the Secretary of State of
Delaware of Articles of Amendment to the Certificate of Incorporation
adding this paragraph to the Certificate of Incorporation, each twenty-five
(25) shares of Common Stock issued and outstanding immediately prior to the
filing of such Articles of Amendment as aforesaid shall be combined into
one (1) share of validly issued, fully paid and non-assessable Common
Stock. As soon as practicable after such date, the corporation shall
request holders of the Common Stock to be combined in accordance with the
preceding to surrender certificates representing their Common Stock to the
corporation's authorized agent, and each such stockholder shall receive
upon such surrender one or more stock certificates to evidence and
represent the number of shares of Common Stock to which such stockholder is
entitled after the combination of shares provided for herein; provided,
however, that this corporation shall not issue fractional shares of Common
Stock in connection with this combination, but, in lieu thereof, shall make
a cash payment equal to the product of the closing sale price of the Common
Stock on the last trading day prior to the effective date of the filing of
this instrument, multiplied by the number of shares of Common Stock issued
and outstanding immediately prior to the filing of this instrument that
would otherwise comprise the fractional share of Common Stock."
Third: The amendment set forth hereinabove was duly adopted in accordance
with Section 242 of the Delaware General Corporation Law.
THE UNDERSIGNED, being the President of the Corporation, for the purpose of
amending the Certificate of Incorporation of the Corporation, does make this
Certificate, hereby declaring and certifying that this is the act and deed of
the Corporation and the facts herein stated are true, and accordingly have
hereunto set his hand this 25th day of September, 2000.
/s/ Paul J. Montle Paul J. Montle, President
