from SB-2/A
1 page
<page> Certificate of Amendment to the Certificate of Incorporation of Enteractive, Inc. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Enteractive, Inc., a Delaware Corporation (The "Corporation"), Does Hereby Certify as Follows: First: The First Paragraph of Article Fourth of the Corporation's Certificate of Incorporation Is Hereby Amended to Read in Its Entirety as Set Forth Below: The Total Number of Shares of Capital Stock Which the Corporation Shall Have Authority to Issue Is Thirty-Two Million (32,000,000) Shares, of Which Thirty Million (30,000,000) Shares Are to Be Shares of Common Stock, Par Value $.01 Per Share, and Two Million (2,000,000) Shares Are to Be Shares of Preferred Stock, Par Value $.01 Per Share. Second: The Foregoing Amendment Was Duly Adopted in Accordance With Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, Enteractive, Inc. Has Caused This Certificate to Be Duly Executed in Its Corporate Name This 25th Day of April, 1996. Enteractive, Inc. By: /S/ Kenneth J. Gruber Name: Kenneth J. Gruber Title: Secretary
