<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 14 1994
CHERYL A. LAU SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
IAC, Inc
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
Nevada and we do hereby certify:
I. The name of this corporation is IAC, Inc.
II. The resident agent of said corporation shall be
Pacific Stock Transfer Company
7631 Bermuda Road
Las Vegas, Nevada 89123
and other such offices as may be determined by the By-Laws, in
and out of the State of Nevada.
III. The corporation may engage in any lawful activity authorized
by the State of Nevada.
IV. The members of the governing board shall be styled Directors
and the first Board of Directors shall consist of one (2). The
number of Directors of this corporation may, from time to
time, be increased or decreased by an amendment to the By-Laws
of the corporation, without the necessity of amending these
Articles of Incorporation.
V. The name and address of the Director and Incorporator signing
these Articles of Incorporation is:
Michael Wener, D.P.M.
909 Hyde Street
Suite 210
San Francisco, CA 94109
<PAGE>
VI. This corporation shall have perpetual existence.
VII. The capital stock shall be and remain non-assessable. The
corporation shall be authorized to issue two classes of
capital stock, namely Class A and Class B. Both classes of
stock shall be equal in every respect except that Class B
shall non-voting. The corporation is authorized to issue
TWENTY MILLION (20,000,000) shares of Class A and FIVE MILLION
(5,000,000) shares of Class B. Each class will have a par
value of 1 Mil ($.001) per share.
VIII. In accordance with Section 78.037 of the Nevada Business
Corporation Code, the Directors and Officers of this
corporation shall not be personally liable to the corporation
or its stockholders for damages for breach of fiduciary duty
as a Director or Officer, so long as the Acts did not involve
intentional misconduct, fraud, or a knowing violation of law.
IN WITNESS WHEREOF, I have set my hand this 11 day of October, 1994.
/s/ Michael Wener
----------------------
Michael Wener, D.P.M.
STATE OF )
)SS
COUNTY OF )
On this ___ day of ___ 1994, before me, a notary public in and for said County
and State, personally appeared Michael Wener, known to me to be the person whose
name is subscribed to in the foregoing instrument, and he duly acknowledged to
me that he executed the same for the purpose therein mentioned. IN WITNESS
WHEREOF, I have set my hand by official seal in said County and State, the day
and year in this Certificate first written above.
______________________
Notary Public
<PAGE>
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
------------------
County of Marin
-----------------
On 10/11/94 before me, Maria Lenny Pineda
-------- ----------------------------------------------------------
Date Name, Title of Officer - E.G. Jane Doe, Notary Public
personally appeared Michael Wener
-------------------------------------------------------------
NAME(S) OF SIGNER(S)
/ / personally known to me - OR - /X/ proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is subscribed to the within instrument
and acknowledged to me that he
MARIA LENNY PINEDA executed the same in his
COMM. #1025416 authorized capacity(ies), and that by
NOTARY PUBLIC CALIFORNIA his signature(s) on the
MARIN COUNTY instrument the persons(s), or the entity
My Comm. Expires May 6, 1998 upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
Maria Lenny Pineda
------------------------------------------
SIGNATURE OF NOTARY
=================================== OPTIONAL ==================================
Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
/X/ INDIVIDUAL
/ / CORPORATE OFFICER
Articles of Incorporation
--------------------------------------- ------------------------------------
TITLE(S) TITLE OR TYPE OF DOCUMENT
/ / PARTNERS / / LIMITED
/ / GENERAL 2
/ / ATTORNEY-IN-FACT ------------------------------------
/ / TRUSTEE(S) NUMBER OF PAGES
/ / GUARDIAN/CONSERVATOR
/ / OTHER 10-11-94
------------------------------ ------------------------------------
DATE OF DOCUMENT
---------------------------------------
---------------------------------------
SIGNER IS REPRESENTING: NONE
NAME OF PERSON(S) OR ENTITY(IES) ------------------------------------
SIGNER(S) OTHER THAN NAMED ABOVE
---------------------------------------
---------------------------------------
<PAGE>
AMENDED
ARTICLES OF INCORPORATION
OF
IAC, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, having voluntarily associated ourselves together
for the purpose of forming a corporation under the laws of the State of Nevada,
do hereby amend the Articles of Incorporation of IAC, Inc., filed October 14,
1994, in the following respect, and no others:
Article VII of the original Articles of Incorporation of IAC, Inc,, filed
October 14, 1994, is deleted in its entirety, and the following substituted in
its stead:
VII. The Stock shall be and remain non-assessable. The total authorized
capitalization of the corporation shall be and is the sum of 25,000,000
shares of common stock with a par value of $.001, said stock to carry full
voting power and the shares to be issued fully paid at such time as the
Board of Directors may designate. The Company is authorized to issue
5,000,000 shares of preferred stock. The Board of Directors may authorize
additional issues of preferred stock or convertible preferred stock as it
may deem advisable.
In all other respects, the Articles of Incorporation of IAC, Inc. filed on
October 14, 1994, remain in full force and effect.
IN WITNESS WHEREOF, I have set my hand this 8th day of November, 1995.
/s/ Michael Wener
---------------------------------
Michael Wener, D.P.M., President
STATE OF CALIFORNIA )
)SS
COUNTY OF MARIN )
On this day of November, 1995, before me, a notary public in and for said
County and State, personally appeared Michael Wener, known to me to be the
person whose name is subscribed to in the foregoing instrument, and he duly
acknowledged to me that he executed the same for the purpose therein mentioned.
IN WITNESS WHEREOF, I have set my hand by official seal in said County and
State, the day and year in this Certificate first written above.
_________________________________
Notary Public
<PAGE>
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
------------------
County of Marin
-----------------
On 10/11/95 before me, Maria Lenny Pineda
-------- ----------------------------------------------------------
Date Name and Title of Officer (E.G. Jane Doe, Notary Public)
personally appeared Michael Wener
-------------------------------------------------------------
NAME(S) OF SIGNER(S)
/ / personally known to me - OR - /X/ proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is subscribed to the within instrument
and acknowledged to me that he
MARIA LENNY PINEDA executed the same in his
COMM. #1025416 authorized capacity(ies), and that by
NOTARY PUBLIC CALIFORNIA his signature(s) on the
MARIN COUNTY instrument the persons(s), or the entity
MY Comm. Expires May 6, 1998 upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
Maria Lenny Pineda
------------------------------------------
SIGNATURE OF NOTARY PUBLIC
=================================== OPTIONAL ==================================
Though the information below is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Amended Articles of Incorportion
------------------------------------------------------
Document Date: Nov. 08 - 1995 Number of Pages /
----------------------------------------- ----------
Signer(s) Other Than Named Above:
-----------------------------------------------
Capacity(ies) Claimed by Signer(s)
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Signer's Name: Michael Wener Signer's Name:
------------------------- -------------------------
/X/ Individual / / Individual
/ / Corporate Officer / / Corporate Officer
Title(s): Title(s):
-------------------------- --------------------------
/ / Partner -- / / Limited / / General / / Partner -- / / Limited / / General
/ / Attorney-in-Fact / / Attorney-in-Fact
/ / Trustee / / Trustee
/ / Guardian or Conservator RIGHT THUMBPRINT / / Guardian or Conservator RIGHT THUMBPRINT
/ / Other: OF SIGNER / / Other: OF SIGNER
----------------------------- Top of thumb here ----------------------------- Top of thumb here
--------------------------------------- ---------------------------------------
Signer is Representing: Signer is Representing:
--------------------------------------- ---------------------------------------
--------------------------------------- ---------------------------------------
</TABLE>
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
of
IAC, INC.
We the undersigned President and Secretary of IAC, Inc. do hereby
certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 20th day of October, 1994, adopted a resolution to amend
the original articles as follows:
Article VII is hereby amended to read as follows:
The capital stock shall be and remain non-assessable. The total
authorized capitalization of the corporation shall be and is
the sum of 25,000,000 shares of common stock with a par value
of $.001, said stock to carry full voting power and the shares
to be issued fully paid at such time as the Board of Directors
may designate. The Company is authorized to issue 5,000,000
shares of preferred stock. The Board of Directors may authorize
additional issues of preferred stock or convertible preferred
stock as it may deem advisable.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 3,556,250; that the
said changes and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Michael Wener
_________________________
President
/s/
_________________________
Secretary
<PAGE>
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
------------------
County of Marin
-----------------
On 10/02/95 before me, Maria Lenny Pineda
-------- ----------------------------------------------------------
Date Name and Title of Officer (e.g., Jane Doe, Notary Public)
personally appeared Michael Wener and Kathryn Turnham
-------------------------------------------------------------
Name(s) of Signer(s)
[ ] personally known to me - OR - [X] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
are subscribed to the within instrument
and acknowledged to me that they executed
MARIA LENNY PINEDA the same in their authorized
COMM. #1025416 capacity(ies), and that their signature(s)
NOTARY PUBLIC CALIFORNIA on the instrument the person(s), or the
entity upon behalf of which the person(s)
MARIN COUNTY acted, executed the instrument.
My Comm. Expires May 6, 1998
WITNESS my hand and official seal.
Maria Lenny Pineda
------------------------------------------
Signature of Notary Public
=================================== OPTIONAL ==================================
Though the information below is not required by law, it may prove valueable to
persons relying on the document and could prevent fraudulent reattachment of
this form to another document.
Description of Attached Document
Title or Type of Document: Certificate of Amendment of Articles of Incorporation
------------------------------------------------------
Document Date: Number of Pages 1
----------------------------------------- ----------
Signer(s) Other Than Named Above: None
-----------------------------------------------
Capacity(ies) Claimed by Signer(s)
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Signer's Name: Michael Wener Signer's Name: Kathryn Turnham
------------------------- -------------------------
[x] Individual [x] Individual
[ ] Corporate Officer [ ] Corporate Officer
Title(s):__________________________ Title(s):__________________________
[ ] Partner -- / / Limited / / General [ ] Partner -- [ ] Limited [ ] General
[ ] Attorney-in-Fact [ ] Attorney-in-Fact
[ ] Trustee [ ] Trustee
[ ] Guardian or Conservator RIGHT THUMBPRINT [ ] Guardian or Conservator RIGHT THUMBPRINT
[ ] Other:_____________________________ OF SIGNER [ ] Other:____________________________ OF SIGNER
Top of thumb here Top of thumb here
_____________________________ __________________________________
Signer is Representing: Signer is Representing:
_______________________________________ _______________________________________
_______________________________________ _______________________________________
</TABLE>
<PAGE>
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF IAC, INC.
We, the undersigned President and Assistant Secretary of IAC. Inc., do
hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 28th day of October, 1998, adopted a resolution to amend
the original articles as follows:
Article I of the original Articles of Incorporation of IAC, Inc., filed
October 14, 1994, is deleted in its entirety, and the following substituted in
its stead:
Article I.
The name of the Corporation shall be Eagle Capital International, Ltd.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 1,997,918: that the
said changes and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Douglas Alan Dent /s/ Olga Medina
-------------------------------- ---------------------
Douglas Alan Dent Olga Medina
President Assistant Secretary
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On the 3rd day of November, 1998, before me, the undersigned notary
public, personally appeared Douglas Dent and Olga Medina, personally known to me
to be the persons whose names are subscribed to this instrument, and
acknowledged that they executed the same.
================================================================================
NOTARY PUBLIC
GAY LYNN REEVES
6911 SOUTH 1300 EAST #396
MIDVALE, UT 84047
My Commission Expires NOV. 8, 1996
State of Utah
================================================================================
/s/ Gay Lynn Reeves
-----------------------------------
Notary Public for the State of Utah
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
EAGLE CAPITAL INTERNATIONAL, LTD.
We, the undersigned President and Secretary of Eagle Capital
International, Ltd., a Nevada corporation, do hereby certify that:
1. The Board of Directors of said corporation, by unanimous written
consent dated effective as of January 5, 1999, adopted resolutions to amend
Article VII of the corporation's Articles of Incorporation as currently in
effect, so that Article VII, as amended, would read in its entirety as set forth
below.
2. The numbers of shares of the corporation's stock of each class
outstanding and entitled to vote on the amendments to the Articles of
Incorporation set forth below are: 7,991,672 shares of Common Stock (before
giving effect to the reverse split referenced below) and 300,000 shares of
Preferred Stock. Such amendments have been consented to and approved by the
holders of at least a majority of the outstanding shares of each class of stock
outstanding.
3. Article VII of the Articles of Incorporation of this corporation is
hereby amended to read in its entirety as follows:
VII. The corporation is authorized to issue two classes of shares to
be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares the corporation is authorized
to issue is Ninety Million (90,000,000) shares. The number of
shares of Common Stock authorized is Seventy Million (70,000,000)
shares, with a par value of $0.001 per share. The number of
shares of Preferred Stock authorized is Twenty Million
(20,000,000) shares, with a par value of $0.001 per share.
The preferences, limitations and relative rights of each class of
shares are as follows:
A. Terms of Common Stock.
----------------------
1. Voting Rights. Except as otherwise expressly provided by
law or in this Article VII, each outstanding share of Common
Stock shall be entitled to one (1) vote on each matter to be
voted on by the shareholders of the corporation. Except as
otherwise expressly provided by law or in this Article VII, the
Common Stock shall vote together with all other classes and
series of shares of the corporation as a single voting group on
all actions to be taken by the shareholders of the corporation.
<PAGE>
2. Liquidation Rights. Subject to any prior or superior rights
of liquidation as have been granted to the Series A Preferred
Stock (as defined herein) or as may be conferred upon any other
shares or series of Preferred Stock, and after payment or
provision for payment of the debts and other liabilities of the
corporation, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation, the
holders of Common Stock then outstanding, together with the
holders of Series A Preferred Stock and Series B Preferred Stock
then outstanding, shall be entitled to receive all of the assets
and funds of the corporation remaining and available for
distribution. Such assets and funds as are to be distributed to
the holders of Common Stock, Series A Preferred Stock and Series
B Preferred Stock shall be divided among and paid to the holders
thereof on a pro-rata basis, assuming the conversion into Common
Stock of all outstanding shares of Series A Preferred Stock and
Series B Preferred Stock.
3. Dividends. Dividends may be paid on the outstanding shares
of Common Stock when and if declared by the Board of Directors,
out of funds legally available therefore, provided, however, that
no dividends shall be declared or paid with respect to the Common
Stock until the preferential dividends specified for the Series A
Preferred Stock or any other shares or series of Preferred Stock
have been paid or set apart. The right to dividends on shares of
Common Stock shall not be cumulative, and no right shall accrue
to the holders of Common Stock by reason of the fact that
dividends are not declared with respect to any period.
4. Residual Rights. All rights accruing to the outstanding
shares of the corporation not expressly provided for to the
contrary herein or in the corporation's Bylaws or in any
amendment hereto or thereto shall be vested in the Common Stock.
5. Reverse Stock Split. Upon the effective date of the filing
of this Certificate of Amendment, each group of four outstanding
shares of Common Stock of the corporation (having a par value of
$0.001 per share) shall be automatically combined, converted into
and reconstituted as one share of Common Stock, having a par
value of $0.001 per share. The corporation shall deliver, to each
holder of shares of the corporation's Common Stock (as
constituted immediately prior to the effectiveness of the reverse
stock split referenced above) a certificate or certificates
representing the number of whole shares held by such holder after
giving effect to the reverse stock split, upon and against
surrender to the corporation of the certificates representing the
pre-split shares held by such holder, with any fractional share
that would be otherwise held by any shareholder (after
aggregating all shares held by such holder) being rounded up to a
full share.
2
<PAGE>
B. Authority of Board of Directors to Establish Terms of
Preferred Stock
-----------------------------------------------------
The Board of Directors, without shareholder action (except for
any vote of the holders of Series A Preferred required by the
Nevada Revised Statutes), may take action in accordance with and
subject to requirements and provisions of Sections 78.1955 and
78.196, and other relevant provisions, of the Nevada Revised
Statutes, these Articles of Incorporation, and any applicable
Certificate of Designation, to do any of the following:
1. create one or more series of Preferred Stock, prescribe a
distinguishing designation for each series of Preferred Stock so
established, fix the number of shares of each such series (within
the total number of authorized shares of Preferred Stock
available for designation as a part of such series), and
designate and determine the voting powers, preferences,
limitations, restrictions and relative rights of each such series
of Preferred Stock;
2. if no shares of a series of Preferred Stock established by
resolution of the Board of Directors have been issued, then the
designation of such series of Preferred Stock, the number of
shares constituting such series and the voting powers,
preferences, limitations, restrictions and relative rights of
such series of Preferred Stock may be amended by the Board; and
3. after shares of a series of Preferred Stock established by
resolution of the Board of Directors have been issued, then the
Board may amend the designation of such series, the number of
shares constituting such series, or the voting powers,
preferences, limitations, restrictions and relative rights of
such series of Preferred Stock only if such amendment is approved
as provided in Section 78.195 of Nevada Revised Statutes.
C. Terms of Series A Convertible Preferred Stock.
---------------------------------------------
1. Designation and Number of Shares. Ten Million (10,000,000)
of the authorized shares of Preferred Stock are designated as
"Series A Preferred Stock."
2. Voting. Except as may be otherwise provided in these terms
of the Series A Preferred Stock or by law, the Series A Preferred
Stock shall vote together with all other classes and series of
shares of the corporation as a single voting group on all actions
to be taken by the shareholders of the corporation. Each share of
Series A Preferred Stock shall entitle the holder thereof to such
number of votes per share on each such action as shall equal the
number of shares of Common Stock into which such share of Series
A Preferred Stock is then convertible.
3
<PAGE>
3. Dividends. The holders of Series A Preferred Stock shall be
entitled to receive, out of funds legally available therefor,
when and as declared by the Board of Directors, prior and in
preference to any declaration or payment of any dividend on the
Common Stock of the corporation or any other series of Preferred
Stock of the corporation, cumulative dividends in an aggregate
annual amount equal to twenty percent (20%) of the corporation's
after-tax earnings, if any, for each fiscal year (commencing with
the year ending December 31, 1999), as determined by the
corporation's independent accountants, in accordance with
generally accepted accounting principles applied on a basis
consistent with prior periods (with such amount allocated among
all holders of Series A Preferred Stock on a pro rata basis in
accordance with the number of shares of Series A Preferred Stock
held). Dividends in the amount indicated shall accrue whether or
not paid by the corporation. No dividends shall be declared or
paid with respect to the Company's Common Stock until all
dividends which have accrued to the holders of Series A Preferred
Stock have been declared and paid.
4. Liquidation. Upon any liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, the
holders of shares of Series A Preferred Stock shall be entitled
to a preferential liquidation payment, before any distribution or
payment is made to the holders of Common Stock or Series B
Preferred Stock, in an amount equal to any dividends accrued but
unpaid with respect to the Series A Preferred Stock (whether or
not declared), computed to the date payment thereof is made
available. If upon such liquidation, dissolution or winding up of
the corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series A Preferred Stock
shall be insufficient to permit payment to the holders of Series
A Preferred Stock of the amount distributable as aforesaid, then
the entire assets of the corporation legally available for
distribution shall be distributed ratably (on a per share basis)
among the holders of Series A Preferred Stock.
Upon any such liquidation, dissolution or winding up of the
corporation, after the holders of Series A Preferred Stock shall
have been paid in full the preferential amounts to which they
shall be entitled as referenced above, the remaining net assets
of the corporation shall be distributed ratably (on a per share
common equivalent basis; i.e., assuming the conversion into
Common Stock of all shares of Series A Preferred Stock and Series
B Preferred Stock) among the holders of Common Stock, Series A
Preferred Stock and Series B Preferred Stock.
4
<PAGE>
5. Conversion. The holders of shares of Series A Preferred
Stock shall have the following conversion rights:
a. Right to Convert. Subject to the terms and conditions of
this paragraph 5, the holder of any share or shares of Series A
Preferred Stock shall have the right, at its option at any time,
to convert any such shares of Series A Preferred Stock into two
and one-half shares of the Company's fully paid and nonassessable
Common Stock (after giving effect to the reverse stock split
referenced in paragraph A(5) above), or such other number of
shares of Common Stock as is determined pursuant to the terms of
this Article VII (the "Series A Preferred Stock Conversion
Rate").
The Series A Preferred Stock Conversion Rate will be subject to
adjustment from time to time in the event of stock splits, stock
dividends, combinations, recapitalizations and the like, as set
forth below. The rights of conversion shall be exercised by the
holder thereof by giving written notice that the holder elects to
convert a stated number of shares of Series A Preferred Stock
into Common Stock and by surrender of a certificate or
certificates for the shares so to be converted to the corporation
at its principal office (or such other office or agency of the
corporation as the corporation may designate by notice in writing
to the holders of the Series A Preferred Stock) at any time
during its usual business hours on the date set forth in such
notice, together with a statement of the name or names (with
address) in which the certificate or certificates for shares of
Common Stock shall be issued.
b. Issuance of Certificates; Time Conversion Effected.
Promptly after the receipt of the written notice referred to in
subparagraph 5(a) and surrender of the certificate or
certificates for the share or shares of Series A Preferred Stock
to be converted, the corporation shall issue and deliver, or
cause to be issued and delivered, to the holder, registered in
such name or names as such holder may direct, a certificate or
certificates for the number of whole shares of Common Stock
issuable upon the conversion of such share or shares of Series A
Preferred Stock. To the extent permitted by law, such conversion
shall be deemed to have been effected as of the close of business
on the date on which such written notice shall have been received
by the corporation and the certificate or certificates for such
share or shares shall have been surrendered as aforesaid, and at
such time the rights of the holder of such share or shares of
Series A Preferred Stock as set forth herein shall cease, and the
person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.
5
<PAGE>
c. Automatic Conversion. All outstanding shares of Series A
Preferred Stock shall be immediately and automatically converted
into shares of Common Stock at the then effective Conversion Rate
when shares of Series A Preferred Stock representing at least
eighty percent (80%) of the total number of shares of Series A
Preferred Stock issued by the corporation have been surrendered
for conversion.
D. Terms of Series B Convertible Preferred Stock.
----------------------------------------------
1. Designation and Number of Shares. One Million (1,000,000)
of the authorized shares of Preferred Stock are designated as
"Series B Preferred Stock."
2. Voting. Except as may be otherwise provided in these terms
of the Series B Preferred Stock or by law, the Series B Preferred
Stock shall vote together with all other classes and series of
shares of the corporation as a single voting group on all actions
to be taken by the shareholders of the corporation. Each share of
Series B Preferred Stock shall entitle the holder thereof to such
number of votes per share on each such action as shall equal the
number of shares of Common Stock into which such share of Series
B Preferred Stock is then convertible.
3. Dividends. Dividends may be paid on the outstanding shares
of Series B Preferred Stock when and if declared by the Board of
Directors, out of funds legally available therefore, provided,
however, that no dividends shall be declared or paid with respect
to the Series B Preferred Stock until the preferential dividends
specified for the Series A Preferred Stock or any other shares or
series of Preferred Stock having preferential dividend rights
have been paid or set apart. The right to dividends on shares of
Series B Preferred Stock shall not be cumulative, and no right
shall accrue to the holders of Series B Preferred Stock by reason
of the fact that dividends are not declared with respect to any
period.
4. Liquidation. Upon any liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, and
after the payment to the holders of Series A Preferred Stock of
the full preferential amount to which they are entitled as set
forth above, the holders of shares of Common Stock, Series A
Preferred Stock and Series B Preferred Stock shall be entitled to
receive all remaining assets of the corporation on a pro-rata
basis, with each share of Series A Preferred Stock and Series B
Preferred Stock being treated as if converted into shares of
Common Stock, at the Conversion Rates provided for herein.
6
<PAGE>
5. Conversion.
a. Right to Convert. Subject to the terms and conditions of
this Article VII, each holder of any share or shares of Series B
Preferred Stock shall have the right, at its option at any time,
to convert any such shares of Series B Preferred Stock into ten
shares of the Company's fully paid and nonassessable Common
Stock, or such other number of shares of Common Stock as is
determined pursuant to the terms of this Article VII (the "Series
B Preferred Stock Conversion Rate"). The Series B Preferred Stock
Conversion Rate will be subject to adjustment from time to time
in the event of stock splits, stock dividends, combinations,
recapitalizations and the like, as set forth below. The rights of
conversion shall be exercised by the holder thereof by giving
written notice that the holder elects to convert a stated number
of shares of Series B Preferred Stock into Common Stock and by
surrender of a certificate or certificates for the shares so to
be converted to the corporation at its principal office (or such
other office or agency of the corporation as the corporation may
designate by notice in writing to the holders of the Series B
Preferred Stock) at any time during its usual business hours on
the date set forth in such notice, together with a statement of
the name or names (with address) in which the certificate or
certificates for shares of Common Stock shall be issued.
b. Issuance of Certificates; Time Conversion Effected.
Promptly after the receipt of a written notice referred to in
subparagraph 5(a) above, and surrender of the certificate or
certificates for the share or shares of Series B Preferred Stock
to be converted, the corporation shall issue and deliver, or
cause to be issued and delivered, to the holder, a certificate or
certificates representing the number of whole shares of Common
Stock issuable upon the conversion of such share or shares of
Series B Preferred Stock. To the extent permitted by law, such
conversion shall be deemed to have been effected as of the close
of business on the date on which such written notice shall have
been received by the corporation and the certificate or
certificates for such share or shares shall have been surrendered
as aforesaid, and at such time the rights of the holder of such
shares of Series B Preferred Stock as set forth herein shall
cease, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the
holder or holders of record of the shares represented thereby.
c. Automatic Conversion. All outstanding shares of Series B
Preferred Stock shall be immediately and automatically converted
into shares of Common Stock at the then effective Conversion Rate
when shares of Series B Preferred Stock representing at least
ninety percent (90%) of the total number of shares of Series B
Preferred Stock issued by the corporation have been surrendered
for conversion.
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E. Terms Common to Each Series of Preferred Stock
----------------------------------------------
1. Restrictions on Distributions; Deemed Dissolutions.
Distributions will be made to shareholders in accordance with the
provisions of this paragraph only after the corporation has
discharged any prior obligations arising under Nevada law. The
consolidation or merger of the corporation into or with any other
entity or entities which results in the exchange of outstanding
shares of the corporation for securities or other consideration
issued or paid or caused to be issued or paid by any such entity
or affiliate thereof, and the sale or transfer by the corporation
of all or substantially all of its assets, shall be deemed to be
a liquidation, dissolution or winding up of the corporation
within the meaning of the provisions of this Article VII, unless
immediately after giving effect to such transaction the
shareholders of this corporation immediately prior to such
transaction own a majority of the outstanding shares of the
surviving or requiring entity.
2. Fractional Shares; Partial Conversion. No fractional shares
shall be issued upon conversion of any series of Preferred Stock
into Common Stock. All shares of Common Stock (including
fractions thereof) issuable upon conversion of more than one
share of any series of Preferred Stock by the holder thereof
shall be aggregated for the purposes of determining whether the
conversion would result in the issuance of any fractional share.
At the time of each conversion, the corporation shall pay in cash
an amount equal to all dividends accrued and unpaid (whether or
not declared) on the shares of each series of Preferred Stock
surrendered for conversion to the date upon which such conversion
is deemed to take place as provided above. In case the number of
shares of any series of Preferred Stock represented by a
certificate or certificates surrendered pursuant to this Article
VII exceeds the number of shares converted, the corporation
shall, upon such conversion, execute and deliver to the holder,
at the expense of the corporation, a new certificate or
certificates for the number of shares of such series of Preferred
Stock represented by the certificate or certificates surrendered
which are not to be converted. If any fractional share of Common
Stock would, except for the provisions of the first sentence of
this paragraph 2, be delivered upon such conversion, the
corporation, in lieu of delivering such fractional share, shall
pay to the holder surrendering the share of Preferred Stock for
conversion an amount in cash equal to the current market price of
such fractional share as determined in good faith by the Board of
Directors of the corporation.
3. Adjustment to Conversion Rate on Subdivision or
Combination of Common Stock. In case the corporation shall at any
time subdivide (by any stock split, stock dividend or otherwise)
its outstanding shares of Common Stock into a greater number of
shares, without making a corresponding subdivision of the
outstanding shares of any series of Preferred Stock, then the
applicable Conversion Rate in effect immediately prior to such
subdivision shall be proportionately increased. Conversely, in
case the outstanding shares of Common Stock shall be combined
into a smaller number of shares without a corresponding
adjustment to the number of outstanding shares of any series
Preferred Stock, then the applicable Conversion Rate in effect
immediately prior to such combination shall be proportionately
reduced.
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4. Adjustment on Reorganization or Reclassification. If any
capital reorganization or reclassification of the capital stock
of the corporation shall be effected in such a way that holders
of Common Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for Common Stock, then, as
a condition of such reorganization or reclassification, lawful
and adequate provisions shall be made whereby each holder of a
share or shares of each series of Preferred Stock shall thereupon
have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore receivable upon the conversion of
such share or shares of such shares of Preferred Stock, such
shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares
of such Common Stock equal to the number of shares of such Common
Stock immediately theretofore receivable upon such conversion had
such reorganization or reclassification not taken place, and in
any such case appropriate provisions shall be made with respect
to the rights and interests of such holder to the end that the
provisions hereof shall thereafter be applicable, as nearly as
may be, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise of such conversion
rights.
5. Notice of Adjustment. Upon any adjustment of the Conversion
Rate, then and in each such case the corporation shall give
written notice thereof, by first class mail, postage prepaid,
addressed to each holder of shares of such series of Preferred
Stock at the address of such holder as shown on the books of the
corporation, which notice shall state the applicable Conversion
Rate resulting from such adjustment, setting forth in reasonable
detail the manner in which such calculation is made.
6. Shares to be Reserved. The corporation will at all times
reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon the conversion of each
series of Preferred Stock as herein provided, such number of
shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of each such series of
Preferred Stock. The corporation covenants that all shares of
Common Stock which shall be so issued shall be duly and validly
issued and fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof. The
corporation will take all such action as may be necessary to
assure that all such shares of Common Stock may be so issued
without violation of any applicable law or regulation, or of any
requirement of any securities exchange upon which the Common
Stock may be listed. The corporation will not take any action
which results in any adjustment of the Conversion Rate if the
total number of shares of Common Stock issued and issuable after
such action upon conversion of any series of Preferred Stock
would exceed the total number of shares of Common Stock then
authorized by the Articles of Incorporation.
h. No Reissuance of Preferred Stock. Shares of any series
of Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued."
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IN WITNESS WHEREOF, this Certificate of Amendment of Articles of
Incorporation is hereby executed, effective as of the 5th day of January, 1999.
___________________________________
Douglas Alan Dent, President
___________________________________
Olga Medina, Assistant Secretary
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On the ____ day of January, 1999, before me, the undersigned
notary public personally appeared Douglas Alan Dent and Olga Medina, personally
known to me to be the persons whose names are subscribed to this instrument, and
who acknowledged that they executed the same.
___________________________________
Notary Public for the State of Utah
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