from SB-2/A
1 page
<page> Amendment to the By-Laws of Worldwide Entertainment & Sports Corp. Pursuant to the Resolution of the Board of Directors of Worldwide Entertainment & Sports Corp. (The "Company") Dated as of September 4, 1996, the By-Laws of the Company Were Amended by the Deletion in Its Entirety of the Former Subpart of Paragraph 5 of the By-Laws Entitled "Call" and the Replacement of Such Subpart With the Following: "Call. Annual Meetings May Be Called by Any Directors or by Any Officer Instructed by Any Director to Call the Meeting and Special Meetings May Be Called by Any Director or by Any Officer Instructed by Any Director to Call the Meeting or by the Affirmative Vote or Consent of the Shareholders Holding Not Less Than Ten Percent (10%) of the Combined Voting Power of the Then Outstanding Shares of Voting Stock Entitled to Vote or as Otherwise Provided in the Corporation's Restated Certificate of Incorporation.". This Addendum, When Appended to the Company's By-Laws and the By-Laws Themselves Shall Together Constitute the Amended and Restated By-Laws of the Company in Accordance With the Direction of the Board of Directors. Signed Hereunto on This 4th Day of September, 1996. Worldwide Entertainment & Sports Corp. By: Marc Roberts, President <page>
