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<page> Certificate of Elimination of Series D 8% Convertible Preferred Stock of Vitafort International Corporation Vitafort International Corporation, a Delaware Corporation (The "Corporation"), Pursuant to Article Fourth of Its Certificate of Incorporation and Section 151(g) of the General Corporation Law of the State of Delaware (The "Gcl"), Certifies That the Board of Directors of the Corporation at a Meeting Duly Called and Held on April 24, 1996, Duly Adopted the Following Preambles and Resolutions for the Elimination of That Series of Preferred Stock Designated as the Series D% Convertible Preferred Stock, Par Value $.01 Per Share: Whereas, Pursuant to a Certificate of Designation Filed by the Corporation, the Corporation Is Authorized to Issue a Series of Preferred Stock Which Has Been Designated Series D 8% Convertible Preferred Stock, Par Value $.01, and Is Comprised of 2,000 Shares (The "Series D Preferred Stock"); and Whereas, All of the Issued Series D Preferred Stock Have Been Converted Into the Corporation's Common Stock, Par Value $.0001 Per Share, and There Are No Shares of the Series D Preferred Stock Issued and Outstanding; Now Therefore, Be It Resolved, That the Corporation Shall Issue No Further Shares of Series D 8% Preferred Stock; and It Is Further Resolved, That the Series D Preferred Stock Shall Be Eliminated as Provided in the General Corporation Law of the State of Delaware. in Witness Whereof, Vitafort International Corporation Has Caused This Certificate of Elimination to Be Signed by Mark Beychok, Its President and Attested to by Frank J. Hariton, Its Assistant Secretary, This 30th Day of April, 1996. Vitafort International Corporation /S/ Mark Beychok Mark Beychok, President Attest: /S/ Frank J. Hariton - Frank J. Hariton, Assistant Secretary
