EX-2.1A
from 10SB12G
1 page
State of Delaware Secretary of State Division of Corporations Filed 09:00 Am 08/25/1999 991354989 - 3686511 Certificate of Amendment of Certificate of Incorporation of Rc Holding Corp. Under Section 242 of the General Corporation Law the Undersigned, Being, Respectively, the President and Secretary of Rc Holding Corp., Hereby Certify as Follows: First: The Name of the Corporation Is Rc Holding Corp. Second: The Date It Filed Its Certificate of Incorporation With the Secretary of State Is November 22, 1996. Third: The Certificate of Incorporation Is Amended to Effect One or More of the Following Amendments as Follows: To Amend the Article Fourth by Increasing the Number of Authorized Shares of Capital Stock of the Corporation and Changing the Par Value Thereof. Fourth: To Effectuate the Foregoing Amendment, Article Fourth of the Certificate of Incorporation Is Amended to Read as Follows: "Fourth: The Number of Shares This Corporation Is Authorized to Issue Is 20,000,000 Shares of Common Stock, Par Value $.001." Fifth: This Amendment to the Certificate of Incorporation Was Adopted by the Board of Directors as Authorized by the Consent, in Writing, Setting Fourth the Action So Taken, Signed by the Holders of at Least a Majority of the Outstanding Shares Entitled to Vote Thereon, and Due Notice of the Action So Taken Has Been Given to Those Shareholders Who Have Not Consented in Writing Pursuant to Sections 228 and 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, We Hereunto Sign Our Names and Affirm That the Statements Made Herein Are True Under the Penalties of Perjury, This 23rd Day of August, 1999. Rc Holding Corp. /S/ John R. Rice III John R. Rice III, President Attest: /S/ Joseph F. Ingrassia - - - - Joseph F. Ingrassia, Secretary
12/34/56
