CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
VICTORY DEVELOPMENT, INC.
VICTORY DEVELOPMENT, INC., a corporation organized under the laws of the State of Nevada, by its
president and secretary does hereby certify:
1. That the board of directors of said corporation at a meeting duly convened and held on the 2nd day of
September, 1988, passed resolutions declaring that the following changes and amendments in the Articles of
Incorporation are advisable.
RESOLVED, that Article I of the Company's Articles of Incorporation shall be amended to read as follows:
NAME OF CORPORATION
The name of the Corporation is Entertainment Resource Group, Inc.
RESOLVED, that the full first paragraph of Article IV of the Company's Articles of Incorporation shall be
amended to read as follows:
The total number of shares of all classes of stock which the Corporation shall have authority to issue is
255,000,000 shares, consisting of 5,000,000 shares of Preferred Stock, par value $0.001 per share (hereinafter
the 'Preferred Stock"), and 250,000,000 shares of common stock, par value $0.001 per share (hereinafter the
"Common Stock"). The Common Stock shall be nonassessable and shall not have cumulative voting rights.
RESOLVED, that Article VII of the Company's Articles of Incorporation be amended to read as follows:
Directors and officers of the Corporation shall not be personally liable to the Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, except for (i) acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law; or
(ii) the payment of dividends in violation of the provisions of Chapter 78 of the Nevada Revised Statutes. If the
Nevada Revised Statutes are amended after approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors and officers, then the liabil