CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
JEAN PHILIPPE FRAGRANCES, INC.
PURSUANT TO THE DELAWARE GENERAL CORPORATION LAW
Jean Philippe Fragrances, Inc. hereby certifies that:
A. The name of the Corporation is Jean Philippe Fragrances, Inc. (the "Corporation"), and its original Certificate
of Incorporation was filed with the Secretary of State of Delaware on May 6, 1985.
B. The Restated Certificate of Incorporation is hereby amended to increase the number of actual shares from
twenty million (20,000,000) to twenty-one million (21,000,000), by striking out Article FOURTH in its entirety,
and substituting in lieu thereof the new Article FOURTH as follows:
"FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is twenty-one
million (21,000,000) shares consisting of twenty million (20,000,000) shares, designated as Common Stock, at
par value of $.001 per share, and one million (1,000,000) shares, designated as Preferred Stock, at a par value
of $.001 per share.
(1) COMMON STOCK.
(a) DIVIDENDS. The holders of shares of Common Stock shall be entitled to receive, when and as declared by
the Board of Directors, out of the assets of the Corporation legally available therefor, such dividends as may be
declared from time to time by the Board of Directors.
(b) LIQUIDATION. Subject to the rights of any other
class or series of stock, the holders of shares of Common Stock shall be entitled to receive all the assets of the
Corporation available for distribution to shareholders in the event of the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, ratably, in proportion to the number of shares of Common Stock
held by them. Neither the merger or consolidation of the Corporation into or with any other corporation, nor the
merger or consolidation of any other corporation into or with the Corporation, nor the sale, lease, exchange or
other disposition (for cash, shares of sto