CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
CDKNET.COM, INC. a corporation organized and existing under and by virtue of the General Corporation
Law of the State of Delaware, does hereby certify:
to be signed by its duly authorized officer, Steven A. Horowitz, its Chairman and CEO this 10th day of
FIRST: That at a meeting of the Board of Directors of CDKNET.COM, INC., a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and calling a meeting of stockholders of said
Corporation for consideration thereof.
RESOLVED, that Article FOURTH of the Corporation's Certificate of
Incorporation be amended, subject to stockholder approval, to change
Article FOURTH thereof so that, as amended said article shall read as
"FOURTH: Number of Shares. The total number of shares of stock which
the Corporation shall have authority to issue is: one hundred and five
million (105,000,000), of which seventy-five million (100,000,000)
shall be shares of Common Stock, $.0001 par value, and five million
(5,000,000) shall be shares of Preferred Stock, $.0001 par value
("Series Preference Stock")."
SECOND: That thereafter, a majority of the outstanding stock entitled to vote
thereon, consented to the adoption of said amendment to the Certificate
of Incorporation in accordance with Section 228 of the General
Corporation Law of Delaware on November 22, 2002.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State to Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said CD