CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
THE L.L. KNICKERBOCKER CO., INC.
LOUIS L. KNICKERBOCKER and WILLIAM R. BLACK certify that:
1. They are the duly elected and acting Chairman of the Board and Secretary, respectively, of THE L.L.
KNICKERBOCKER CO., INC., a California corporation (the "Corporation").
2. Article IV of the Articles of Incorporation of this Corporation is amended to read as follows:
"This corporation is authorized to issue two classes of stock, to be designated, respectively, "Common Stock"
and "Preferred Stock." The total number of shares which the corporation is authorized to issue is One Hundred
Ten Million (110,000,000) shares. One Hundred Million
(100,000,000) shares shall be Common Stock and Ten Million (10,000,000)
shares shall be Preferred Stock.
The Preferred Stock may be issued from time to time in one or more series as the board of directors (the "Board
of Directors") of this corporation may determine. The Board of Directors is authorized to determine and alter the
rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of
Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series."
3. The amendment herein set forth has been duly approved by the Board of Directors of this Corporation.
4. The amendme