Vsi Liquidation Corp Watch

from 10-Q 1 page Certificate of Amendment of Certificate of Incorporation of Valley Systems, Inc. Valley Systems, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware (The "Corporation"), Does Hereby Certify: 1. the Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out the Article Numbered First in Its Entirety, and Substituting in Lieu Thereof, the Following New Article: "First: The Name of the Corporation Is Vsi Liquidation Corp." 2. the Amendment of the Certificate of Incorporation Herein Certified Was Duly Adopted in Accordance With the Provisions of Section 242 of the Delaware General Corporation Law (I) by the Written Consent of Majority Stockholders Dated December 11, 1998 and (II) by the Unanimous Consent of the Board of Directors Dated December 11, 1998. in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed by Its President And, Such Authorized Officer Hereby Declares, Under Penalty of Perjury Under the Laws of the State of Delaware, That He Signed This Certificate in the Official Capacity Set Forth Beneath His Signature and That the Statements Set Forth in This Certificate Are True and Correct of His Own Knowledge This 20th Day of January 1999. By:/S/ Ed Strickland Ed Strickland, President

from 10-Q 1 page Certificate of Elimination of Series a Preferred Stock and Series B Preferred Stock of Valley Systems, Inc. (Pursuant to Section 151(g) of the Delaware General Corporation Law) Valley Systems, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Corporation") Does Hereby Certify That the Following Resolutions Respecting the Series a Preferred Stock and Series B Preferred Stock Were Duly Adopted by the Corporation's Board of Directors: Whereas, No Shares of the Corporation's Series a Preferred Stock or Series B Preferred Stock Are Outstanding and No Shares of the Series a Preferred Stock or Series B Preferred Stock Will Be Issued Subject to the Certificate of Designations Previously Filed With Respect to the Series a Preferred Stock and Series B Preferred Stock; Now, Therefore It Is Hereby Resolved, That the Officers of the Corporation Be, and Each of Them Is Hereby, Authorized, Empowered and Directed to Cause a Certificate of Elimination to Be Executed and Filed With the Secretary of the State of Delaware Pursuant to Section 151(g) of the Delaware General Corporation Law in Order to Eliminate From the Corporation's Certificate of Incorporation All Matters Set Forth in the Certificate of Designations With Respect to the Series a Preferred Stock and Series B Preferred Stock. in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officer This 20th Day of January, 1999. Valley Systems, Inc. By:/S/ Ed Strickland Ed Strickland, President

from 10-Q ~10 pages Certification of Correction