from SB-2/A
1 page
<page> State of Delaware Office of the Secretary of State I, Edward J. Freel, Secretary of State of the State of Delaware, Do Hereby Certify the Attached Is a True and Correct Copy of the Certificate of Amendment of "Nuwave Technologies, Inc.", Filed in This Office on the Third Day of May, A.D. 1996, A.D. 9 O'CLOCK A.M. a Certified Copy of This Certificate Has Been Forwarded to the New Castle County Recorder of Deeds for Recording. /S/ Edward J. Freel Seal of the Office Edward J. Freel, Secretary of State of the State of Delaware Authentication: 7933792 Date: 05-06-96 <page> Certificate of Amendment of Certificate of Incorporation of Nuwave Technologies, Inc. It Is Hereby Certified That: 1. the Name of the Corporation (Hereinafter Called the "Corporation") Is Nuwave Technologies, Inc. 2. the Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out Section 1 of the Fourth Article Thereof and by Substituting in Lieu of Said Section 1 the Following New Section 1 of the Fourth Article: "Fourth: 1. Authorized Capital. the Total Number of Shares of All Classes of Capital Stock Which the Corporation Has Authority to Issue Is 22,000,000 Shares, Par Value $.01 Per Share, Consisting of (I) 20,000,000 Shares of Common Stock, Par Value $.01 Per Share (The "Common Stock") and (II) 2,000,000 Shares of Preferred Stock, Par Value $.01 Per Share (The "Preferred Stock"). 3. the Amendment of the Certificate of Incorporation of the Corporation Herein Certified Was Duly Adopted, Pursuant to the Provisions of Section 242 of the General Corporation Law of the State of Delaware, by All of the Directors of the Corporation, Who Have Been Elected and Qualified, and by a Majority of Shareholders of the Corporation. Signed on April 30, 1996. By: /S/ Jeremiah F. O'BRIEN Jeremiah F. O'brien, Secretary
