from SB-2
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<page> Filed in the Office of the Secretary of State of the State of Nevada Oct 27 1999 No. C29504-98 Certificate of Amendment of Articles of Incorporation (Before Payment of Capital or Issuance of Stock) Filed By: Megapro Tools Inc. We, the Undersigned Incorporators or Directors of Megapro Tools Inc., Do Certify: 1. We Constitute at Least Two-Thirds of the Original Incorporators or Directors of Megapro Tools Inc., a Nevada Corporation. 2. the Original Articles Were Filed in the Office of Secretary of State on December 17, 1998. 3. as of the Date of This Certificate, No Stock of the Corporation Has Been Issued. 4. We Hereby Adopt the Following Amendments to the Articles of Incorporation of This Corporation: Article 6 Is Hereby Amended to Include the Following: Athe Stockholders of the Corporation Have a Preemptive Right, Granted on Uniform Terms and Conditions Prescribed by the Board of Directors to Provide a Fair and Reasonable Opportunity to Exercise the Right, to Acquire Proportional Amounts of the Corporation=s Unissued Shares Upon the Decision of the Board of Directors to Issue Them. the Preemptive Rights of Stockholders of the Corporation Will Terminate and Will Cease to Be of Any Force and Effect Upon the Effectiveness of Any Registration Statement Filed by the Company With the United States Securities Exchange Commission Under Section 12(b) or (G) of the Securities Exchange Act of 1934.@ /S/ Neil Morgan Neil Morgan, Director President and Secretary Province of British Columbia ) ) Ss. Country of Canada ) on September 10, 1999, Personally Appeared Before Me, a Notary Public, Neil Morgan, Who Acknowledged That He Executed the Above Instrument. /S/ Michael H. Taylor - (Signature of Notary) Michael H. Taylor Barrister & Solicitor Suite 1880, Royal Centre 1055 West Georgia Street, Box 11122 Vancouver, Bc V6e 3p3
