CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
IVC INDUSTRIES, INC.
Under Section 242 of the General Corporation Law
----------------------------------------------------
IVC Industries, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), does hereby certify that:
FIRST: At a special meeting of shareholders held on June 5, 2000, a
majority of the holders of the shares of common stock entitled to vote
authorized the amendment of the Certificate of Incorporation so that the Article
thereof numbered "FOURTH" shall read as follows:
"FOURTH: The Corporation shall have authority to issue 4,500,000 shares of
Common Stock of the par value of $0.08 per share and 250,000 shares of
preferred stock of the par value of $0.01 per share. The Board of
Directors is hereby expressly authorized to provide for the issuance of
the preferred stock in one or more series, and to fix for each such series
such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such
series."
SECOND: The said amendment was duly adopted in accordance with provisions
of Section 242 of the General Corporation Law of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, the undersigned have signed this Certificate this 5th
day of June, 2000.
IVC INDUSTRIES, INC.
By: /s/ E. Joseph Edell
------------------------------------
E. Joseph Edell
Chief Executive Officer
Attest:
By: /s/ Domenic Golato
------------------------------------
Domenic Golato
Secretary
2
