Imaginon Inc Watch

from 10QSB 1 page Certificate of Amendment

from S-1 ~10 pages Certificate of Designation

from 10QSB ~10 pages Certificate of Designation

from 10KSB ~20 pages Articles of Incorporation or Bylaws

from S-3 1 page Certificate of Amendment of the Amended Certificate of Incorporation of California Pro Sports, Inc. It Is Hereby Certified That: 1. the Name of the Corporation (Hereinafter Called the "Corporation") Is California Pro Sports, Inc. 2. the Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out Article First and Section a of Article Fourth Thereof and by Substituting in Lieu of Said Articles the Following New Articles: "First: The Name of the Corporation Is Imaginon, Inc. "Fourth: A. the Total Number of Capital Stock Which the Corporation Shall Have Authority to Issue Is 55,000,000 Shares, Consisting of 50,000,000 Shares of Common Stock, $.01 Par Value (The "Common Stock"), and 5,000,000 Shares of Preferred Stock, $.01 Par Value (The "Preferred Stock"). 3. the Amendments of the Certificate of Incorporation Herein Certified Have Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Signed on December 17, 1998 /S/ Seth Weiss Seth Weiss, Assistant Secretary

from S-3 1 page Certificate of Amendment to Certificate of Incorporation of California Pro Sports, Inc. (A Delaware Corporation) - California Pro Sports, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware: Does Hereby Certify: 1. the Following Resolution Has Been Adopted by the Board of Directors and a Majority of the Stockholders of the Corporation in Accordance With Section 242 of the Delaware General Corporation Law for the Purpose of Amending the Corporation's Certificate of Incorporation. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of the Corporation Be Amended by Changing Section a of the Article Thereof Numbered "Fourth" So That, as Amended, Said Section a of Article Fourth Shall Be and Read as Follows: Fourth: A: The Total Number of Shares of Capital Stock Which the Corporation Is Shall Have Authorized to Issue Is Twenty Five Million (25,000,000) Shares, Twenty Million (20,000,000) Shares of Common Stock $.01 Par Value (The "Common Stock"), and Five Million (5,000,000) Shares of Preferred Stock, $.01 Par Value. Further Resolved, That the Capital of Said Corporation Shall Be Revised by Reason of Said Amendment to Transfer From Capital to Surplus an Amount in the Recapitalization. 2. That Said 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, California Pro Sports, Inc. Has Caused This Certificate to Be Signed by Its Duly Authorized Officer This 22nd Day of July, 1998. California Pro Sports, Inc. /S/ Barry Hollander - Barry Hollander, Acting President and Chief Financial Officer

from S-3 ~20 pages Exhibit 3(i).4 - Certificate of Designations

from S-3 ~20 pages 3.4 Designation-Series C

from 10QSB 1 page Certificate of Amendment to Certificate of Incorporation of California Pro Sports, Inc. (A Delaware Corporation) California Pro Sports, Inc., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware: Does Hereby Certify: 1. the Following Resolution Has Been Adopted by the Board of Directors and a Majority of the Stockholders of the Corporation in Accordance With Section 242 of the Delaware General Corporation Law for the Purpose of Amending the Corporation's Certificate of Incorporation. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of the Corporation Be Amended by Changing Section a of the Article Thereof Numbered "Fourth" So That, as Amended, Said Section a of Article Fourth Shall Be and Read as Follows: Fourth: A: The Total Number of Shares of Capital Stock Which the Corporation Is Shall Have Authorized to Issue Is Twenty Five Million (25,000,000) Shares, Twenty Million (20,000,000) Shares of Common Stock $.01 Par Value (The "Common Stock"), and Five Million (5,000,000) Shares of Preferred Stock, $.01 Par Value. Further Resolved, That the Capital of Said Corporation Shall Be Revised by Reason of Said Amendment to Transfer From Capital to Surplus an Amount in the Recapitalization. 2. That Said 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, California Pro Sports, Inc. Has Caused This Certificate to Be Signed by Its Duly Authorized Officer, This 22nd Day of July, 1998. California Pro Sports, Inc. /S/ Barry Hollander Barry Hollander, Acting President and Chief Financial Officer

from 10QSB ~20 pages Articles of Incorporation or Bylaws

from 10QSB ~20 pages Articles of Incorporation or Bylaws

from 10QSB 1 page Exhibit 3.(i).1 Certificate of Desigation