from SB-2/A
1 page
<page> Certificate of Amendment to Certificate of Incorporation of Kideo Productions, Inc. (Under Section 242 of the General Corporation Law of the State of Delaware) Kideo Productions, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Dgcl"), Does Hereby Certify That: First: The Present Name of This Corporation Is Kideo Productions, Inc., and the Original Certificate of Incorporation of This Corporation Was Filed With the State of Delaware Pursuant to the Dgcl on June 24, 1994. Second: Section 5.3.3 of Article 5 of the Certificate of Incorporation Is Hereby Amended to Change the Phrase "Any Director May Be Removed From Office Only for Cause and Only by the Affirmative Vote Of: . . . " to Read as Follows: "Any Director May Be Removed From Office for Cause or Without Cause by the Affirmative Vote Of: . . . " Third: The Foregoing Amendment Was Adopted by the Unanimous Vote of the Directors of This Corporation and by the Holders of the Requisite Number of Shares of This Corporation in Accordance With Section 228 of the Dgcl. in Witness Whereof, This Certificate of Amendment of the Certificate of Incorporation of This Corporation Has Been Signed, and the Statements Made Herein Affirmed as True Under the Penalties of Perjury, This 24th Day of May 1996. /S/ Richard L. Bulman - Richard L. Bulman President
