from SB-2
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 "Voicenet, Inc.", Filed in This Office on the Sixteenth Day of September, A.D. 1996, at 4:30 O'CLOCK P.M. a Certified Copy of This Certificate Has Been Forwarded to the New Castle County Recorder of Deeds for Recording. Authentication: 8107961 Date: 09-18-96 2609818 8100 960268617 <page> Certificate of Amendment of Certificate of Incorporation of Voicenet, Inc. the Undersigned, Being the President of Voicenet, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation of the State of Delaware (The "Corporation"), Does Hereby Certify: First: That Article 4 of the Certificate of Incorporation Be and Is Hereby Amended to Read as Follows: 4. the Total Number of Shares of All Classes of Stock of Which the Corporation Shall Have Authority to Issue Is 11,000,000 of Which 10,000,000 Shall Be Shares of Common Stock, Par Value $.01 Per Share, and 1,000,000 Shall Be Shares of Preferred Stock, Par Value $.01 Per Share. the Relative Rights, Preferences and Limitations of the Shares of Capital Stock Shall Be as Follows: Common Stock. the Corporation's Common Stock Shall Be of One Class. Preferred Stock. the Corporation's Preferred Stock Shall Be of One Class. Second: That a Special Meeting of the Stockholders of the Corporation Was Duly Called and Held, Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares as Required <page> by Statute Were Voted in Favor of the Amendment. Third: That This Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, I Have Signed This Certificate as of the ___ Day of September, 1996. Frank Carr
