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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ImaginOn, Inc.
(a Delaware corporation)
_______________________________________________________________________________
ImaginOn, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware:
DOES HEREBY CERTIFY:
1. The following resolution has been adopted by the board of directors and
a majority of the stockholders of the Corporation in accordance with Section 242
of the Delaware General Corporation Law for the purpose of amending the
corporation's Certificate of Incorporation. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by replacing Article FOURTH of the Corporation's Certificate of
Incorporation with the following:
ARTICLE IV
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Capitalization
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FOURTH: The total number of shares of capital stock which the corporation
shall have authority to issue is 105,000,000 shares, consisting of 100,000,000
shares of common stock, $.01 par value (the "Common Stock"), and 5,000,000
shares of preferred stock, $.01 par value (the "Preferred Stock").
IN WITNESS WHEREOF, ImaginOn, Inc. has caused this certificate to be signed
by its duly authorized officer this the 12th Day of April, 2000.
ImaginOn, Inc.
/s/ David Schwartz
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David Schwartz, Chief Executive Officer
