[SEAL] DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 98701-4701 C18104-01
(775) 684-5708
WEBSITE: SECRETARYOFSTATE.BIZ FILED
JAN 02 2004
CERTIFICATE OF ACCOMPANY
RESTATED ARTICLES DEAN HELLER
(PURSUANT TO NRS) SECRETARY OF STATE
IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.
ABOVE SPACE IS FOR OFFICE USE ONLY
THIS FORM IS TO ACCOMPANY RESTATED ARTICLES OF INCORPORATION
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(PURSUANT TO NRS 78.403, 82.371, 88.355 OR 88A.250)
(THIS FORM IS ALSO TO BE USED TO ACCOMPANY RESTATED ARTICLES FOR
LIMITED-LIABILITY COMPANIES, CERTIFICATES OF LIMITED PARTNERSHIP,
LIMITED-LIABILITY LIMITED PARTNERSHIPS AND BUSINESS TRUSTS.)
1. NAME OF NEVADA ENTITY AS LAST RECORDED IN THIS OFFICE:
CDEX INC.
2. THE ARTICLES ARE BEING ^ RESTATED OR ^^ AMENDED AND RESTATED (CHECK ONLY
ONE). PLEASE ENTITLE YOUR ATTACHED ARTICLES "RESTATED" OR "AMENDED AND
RESTATED," ACCORDINGLY.
3. INDICATE WHAT CHANGES HAVE BEEN MADE BY CHECKING THE APPROPRIATE BOX.*
^ NO APARTMENT; ARTICLES ARE RESTATED ONLY AND ARE SIGNED BY AN OFFICER
OF THE CORPORATION WHO HAS BEEN AUTHORIZED IN EXECUTE THE CERTIFICATE
BY RESOLUTION OF THE BOARD OF DIRECTORS ADOPTED ON BLANK LINE THE
CERTIFICATE CORRECTLY SETS FORTH THE TEXT OF THE ARTICLES OR
CERTIFICATE AS AMENDED TO THE DATE OF THE CERTIFICATE.
^ THE ENTITY NAME HAS BEEN AMENDED.
^ THE RESIDENT AGENT HAS BEEN CHANGE. (ATTACH CERTIFICATE OF ACCEPTANCE
FROM NEW RESIDENT AGENT)
^ THE PURPOSE OF THE ENTITY HAS BEEN AMENDED.
^^ THE AUTHORIZED SHARES HAVE BEEN AMENDED.
^ THE DIRECTORS, MANAGERS OR GENERAL PARTNERS HAVE BEEN AMENDED.
^ IRS TAX LANGUAGE HAS BEEN ADDED.
^ ARTICLES HAVE BEEN ADDED.
^ ARTICLES HAVE BEEN DELETED.
^ OTHER. THE ARTICLES OR CERTIFICATE HAVE BEEN AMENDED AS FOLLOWS:
(PROVIDE ARTICLE NUMBERS, IF AVAILABLE)
* This form is to accompany Restated Articles which contain newly altered or
amended articles. The Restated Articles must contain all of the requirements set
forth in the statues for amending or altering the articles or certificates
IMPORTANT: FAILURE TO INCLUDE ANY OF THE ABOVE INFORMATION AND SUBMIT THE PROPER
FEES MAY CAUSE THIS FILING TO BE REJECTED.
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. SEE ATTACHED FEE SCHEDULE.
Nevada Secretary of State AM RESTATED 2003
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CDEX INC.
The following Amended and Restated Certificate of Incorporation amends
and restates the Certificate of Incorporation of CDEX INC. (originally
incorporated on July 6, 2001) (the "CORPORATION"), as heretofore in effect. In
accordance with SECTION 78.403 of the Nevada Revised Statutes, as amended (the
"NEVADA REVISED STATUTES"), this Amended and Restated Certificate of
Incorporation was adopted by the Board of Directors of the Corporation and
approved by the stockholders of the Corporation.
ARTICLE I - NAME
The name of the Corporation is CDEX INC.
ARTICLE II - REGISTERED OFFICE AND RESIDENT AGENT
The registered office of the Corporation shall be located at
the law offices of Hutchison & Steffen, Ltd., the Lakes Business Park, 8831 West
Sahara Avenue, Las Vegas, Nevada 89117. The resident agent of the Corporation at
such address shall be Hutchison & Steffen, Ltd.
ARTICLE III - PURPOSE AND POWERS
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Nevada Revised
Statutes. The Corporation shall have all power necessary or helpful to engage in
such acts and activities.
ARTICLE IV - CAPITAL STOCK
4.1 RECAPITALIZATION.
Prior to the filing and effectiveness of this Amended and
Restated Certificate of Incorporation pursuant to the Nevada Revised Statutes
(the "EFFECTIVE TIME"), there was one (1) class of Common Stock, par value
$0.001 per share, of the Corporation ("OLD COMMON STOCK"). Upon the Effective
Time: (i) without any action by the holders thereof, each five (5) shares of Old
Common Stock that were outstanding immediately prior to the Effective Time were,
upon the Effective Time, exchanged for and reclassified into one (1) validly
issued, fully paid and non-assessable share (the "NEW STOCK") of a new class of
the Corporation's Common Stock designated the "Class A Common Stock," having a
par value of $0.005 per share and the rights and
privileges set forth in this Amended and Restated Certificate of Incorporation
("CLASS A COMMON STOCK"); (ii) the Corporation created a new class of its Common
Stock designated the "Class B Common Stock," having a par value of $0.005 per
share and the rights and privileges set forth in this Amended and Restated
Certificate of Incorporation ("CLASS B COMMON STOCK"); and (iii) following the
Effective Time, the shares of Old Common Stock were cancelled and retired and
ceased to exist (such exchange, reclassification, creation, cancellation and
retirement being referred to herein as the "STOCK RECAPITALIZATION"). The
Corporation did not issue fractions of shares of New Common Stock in connection
with the Stock Recapitalization. Stockholders who, immediately prior to the
Effective Time, owned a number of shares of Old Common Stock which was not
evenly divisible by five (5), are to round up and receive one (1) full share of
Class A Common Stock in lieu of such fractional interest. Following the
Effective Time, each holder of a certificate that, immediately prior to the
Effective Time, represented outstanding shares of Old Common Stock (each, an
"OLD CERTIFICATE") was and is entitled to receive, as soon as reasonably
practicable following the surrender by such holder of such Old Certificate, a
new certificate representing that number of shares of New Stock for which the
shares of Old Common Stock so surrendered were exchanged and reclassified into
pursuant to the Stock Recapitalization and, until any such Old Certificates are
surrendered, such Old Certificates shall be deemed, for all corporate purposes,
to evidence ownership of that number of shares of New Stock for which the shares
of Old Common Stock were exchanged and reclassified into pursuant to the Stock
Recapitalization. The Board of Directors is further empowered to take further
necessary action not inconsistent with the foregoing to fully effectuate the
Stock Recapitalization.
4.2 AUTHORIZED SHARES
Giving effect to the Stock Recapitalization: (i) the total
number of shares of all classes of stock that the Corporation shall have the
authority to issue is forty million (40,000,000) shares; (ii) six million
(6,000,000) of such shares shall be Preferred Stock, having a par value of
$0.005 per share ("PREFERRED STOCK"); (iii) thirty-four million (34,000,000) of
such shares shall be Common Stock, having a par value of $0.005 per share
("COMMON STOCK"); (iv) thirty-three million five hundred thousand (33,500,000)
of the shares of Common Stock shall be Class A Common Stock (as defined in
SECTION 4.1); and (v) five hundred thousand (500,000) of the shares of Common
Stock shall be Class B Common Stock (as defined in SECTION 4.1).
4.3 COMMON STOCK
4.3.1 RELATIVE RIGHTS
Common Stock shall be subject to all of the rights,
privileges, preferences and priorities of the Preferred Stock as set forth in
the certificate(s) of designations filed to establish the respective series of
Preferred Stock. Except as set forth in this SECTION 4.3, shares of Class A
Common Stock and Class B Common Stock shall have the same relative rights and
privileges and shall rank equally, share ratably and be identical in all
respects as to all matters, including rights in liquidation.
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4.3.2 DIVIDENDS
Unless otherwise provided in a certificate of designation
filed to establish one or more series of Preferred Stock, whenever there shall
have been paid, or declared and set aside for payment, to the holders of shares
of any class of stock having preference over the Common Stock as to the payment
of dividends, the full amount of dividends and of sinking fund or retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock and on any
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends thereon, but only
when and as declared by the Board of Directors of the Corporation; PROVIDED,
HOWEVER, that if a dividend or distribution is declared that is payable in
shares of, or in subscriptions or other rights to acquire shares of, Class A
Common Stock or Class B Common Stock, such dividends or distributions shall be
payable only with respect to the class of Common Stock to which such dividend or
distributions were declared.
4.3.3 DISSOLUTION, LIQUIDATION, WINDING UP
Unless otherwise provided in a certificate of designation
filed to establish one or more series of Preferred Stock, in the event of any
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Common Stock shall become entitled to
participate in the distribution of any assets of the Corporation remaining after
the Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation or winding up the full preferential amounts (if any) to
which they are entitled.
4.3.4 VOTING RIGHTS
For the first four (4) years following adoption and filing
with the Nevada Secretary of State of this Amended and Restated Certificate of
Incorporation (the "Initial Period"), the holders of shares of Class B Common
Stock shall, as a class, be entitled to vote to elect a majority of the members
of the Corporation's Board of Directors and holders of shares of Class A Common
Stock shall, as a class, be entitled to vote to elect the remainder of the
members of the Corporation's Board of Directors. Following the Initial Period,
holders of Class A Common Stock and Class B Common Stock shall be entitled to
one (1) vote per share on matters relating to the election of the Corporation's
Board of Directors. Except as otherwise set forth in this SECTION 4.3.4, holders
of Class A Common Stock and Class B Common Stock shall be entitled to one (1)
vote per share on all matters to be voted upon by the stockholders of the
Corporation.
4.3.5 NO CUMULATIVE VOTING FOR DIRECTORS; NO PREEMPTIVE RIGHTS
No stockholder of the Corporation shall be entitled to
cumulative voting of such stockholder's shares for the election of directors of
the Corporation. No stockholder of the Corporation shall have any preemptive
rights.
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4.4 PREFERRED STOCK
The Board of Directors of the Corporation is expressly
authorized, subject to limitations prescribed by the Nevada Revised Statutes and
the provisions of this Amended and Restated Certificate of Incorporation, to
provide, by resolution or resolutions from time to time and by filing a
certificate of designation pursuant to the Nevada Revised Statutes, for the
issuance of the shares of Preferred Stock in series, and to fix for each series
such voting powers, full or limited, or no voting powers, and such distinctive
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors of the Corporation and certificate of designation providing for the
issuance of such series and as may be permitted by the Nevada Revised Statutes.
4.5 CONSIDERATION FOR SHARES; ASSESSMENT OF STOCK
The shares of Common Stock and Preferred Stock authorized by
this ARTICLE IV shall be issued for such consideration as shall be fixed, from
time to time, by the Board of Directors of the Corporation. The capital stock of
the Corporation, after the amount of the subscription price has been fully paid
in, shall not be assessable for any purpose, and no stock issued as fully paid
shall ever be assessable or assessed. No stockholder of the Corporation shall be
individually liable for the debts or liabilities of the Corporation.
ARTICLE V - BOARD OF DIRECTORS
5.1 NUMBER; ELECTION
The number of directors constituting the Board of Directors of
the Corporation is three (3). The names and addresses of the persons who are to
serve as director until their successors are elected and qualified, are:
NAME ADDRESS
---- -------
Malcolm H. Phillips 1700 Rockville Pike
Suite 400
Rockville, MD 20852
George Dials 1700 Rockville Pike
Suite 400
Rockville, MD 20852
Dr. Boen Dar Liaw 1700 Rockville Pike
Suite 400
Rockville, MD 20852
Each director of the Corporation shall have one (1) vote each on any matter
voted or acted upon by the Board of Directors of the Corporation. Unless and
except to the extent that the Bylaws of the
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Corporation shall otherwise require, the election of directors of the
Corporation need not be by written ballot.
5.2 LIMITATION OF LIABILITY
No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, PROVIDED that this provision shall not eliminate or limit
the liability of a director: (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (b) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; (c) for the
payment of distributions in violation of SECTION 78.300 of the Nevada Revised
Statutes; or (d) for any transaction from which the director derived an improper
personal benefit. If the Nevada Revised Statutes are amended, at any time, to
authorize corporation action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Nevada
Revised Statutes, as so amended. Any repeal or modification of this SECTION 5.2
shall be prospective only and shall not adversely affect any right or protection
of, or any limitation on the liability of, a director of the Corporation
existing at, or arising out of facts or incidents occurring prior to, the
effective date of such repeal or modification.
ARTICLE VI - BYLAWS
Except as otherwise provided in this Amended and Restated
Certificate of Incorporation, in furtherance and not in limitation of the powers
conferred by the Nevada Revised Statutes, the Board of Directors of the
Corporation is expressly authorized and empowered to adopt, amend and repeal the
Bylaws of the Corporation.
ARTICLE VII - AMENDMENT
The Board of Directors is expressly authorized and empowered
to amend, alter, change or repeal any provision contained in this Amended and
Restated Certificate of Incorporation, in the manner now or hereafter prescribed
by statute. This Amended and Restated Certificate of Incorporation, and any
provision hereof, may hereafter be amended, altered, changed or repealed only by
a vote of seventy-five percent (75%) of the stockholders of the Corporation.
ARTICLE VIII - INDEMNIFICATION
To the fullest extent permitted by applicable law, the
Corporation is authorized to provide indemnification of (and advancement of
expenses to) agents of the Corporation (and any other persons to which Nevada
Revised Statutes permits the Corporation to provide indemnification) (each, an
"INDEMNIFIED PARTY") through bylaw provisions, agreements with such agents or
other persons, vote of stockholders or disinterested directors or otherwise, in
excess of the indemnification and advancement otherwise permitted by CHAPTER 78
of the Nevada Revised Statutes, subject only to limits created by applicable
provisions of the Nevada Revised Statutes (statutory or non-statutory), with
respect to actions for breach of duty to the Corporation, its stockholders, and
others. The Corporation shall have the power to purchase and maintain insurance
on behalf any Indemnified Party against any liability asserted against such
Indemnified
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Party in such capacity or arising out of his or her status as such, whether or
not the Corporation would have the power to indemnify him or her against such
liability under application provisions of the Nevada Revised Statutes. Any
amendment, repeal or modification of the foregoing provisions of this ARTICLE
VIII shall not adversely affect any right or protection of any Indemnified Party
existing at the time of, or increase the liability of any Indemnified Party with
respect to any acts or omissions of such Indemnified Party occurring prior to,
such amendment, repeal or modification.
IN WITNESS WHEREOF, the undersigned, being the President of
the Corporation, hereby certifies that the facts herein above stated are truly
set forth, and accordingly executes this Amended and Restated Certificate of
Incorporation on this 26 day of December, 2003.
/s/ MALCOLM H. PHILIPS, JR.
---------------------------
By: Malcolm H. Philips, Jr.
Its: President
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CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT AS RESIDENT AGENT
In the matter of CDEX INC., a Nevada Corporation, HUTCHISON & STEFFEN,
LTD., with the address at the Lakes Business Park, 8831 West Sahara Avenue, Las
Vegas, Nevada 89117, County of Clark, State of Nevada, hereby accepts the
appointment as Resident Agent of the above-entitled Corporation in accordance
with the NRS. Furthermore, that the registered office in Nevada is located at
the same address.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
December, 2003 for the above-named business entity.
HUTCHISON & STEFFEN, LTD.
----------------------------------
Troy A. Wallin
FOR THE FIRM
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[SEAL] DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 98701-4701 C18104-01
(775) 684-5708
WEBSITE: SECRETARYOFSTATE.BIZ FILED
JAN 02 2004
CERTIFICATE OF DESIGNATION DEAN HELLER
(PURSUANT TO NRS 78 1955) SECRETARY OF STATE
IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF DESIGNATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 73.1955)
1. NAME OF CORPORATION
CDEX INC.
2. BY RESOLUTION OF THE BOARD OF DIRECTORS PURSUANT TO A PROVISION IN THE
ARTICLES OF INCORPORATION, THIS CERTIFICATE ESTABLISHES THE FOLLOWING REGARDING
THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND
RELATIVE RIGHTS OF THE FOLLOWING CLASS OR SERIES OF STOCK:
PLEASE REFER TO THE ATTACHED "CERTIFICATE OF DESIGNATION OF THE RIGHTS,
PREFERENCES AND PRIVILEGES OF THIS CAPITAL STOCK OF CDEX, INC."
3. EFFECTIVE DATE OF FILING (OPTIONAL) 12/31/03
4. OFFICER SIGNATURE [SIGNATURE ILLEGIBLE]
------------------------------
FILING FEE: $175.00
IMPORTANT: FAILURE TO INCLUDE ANY OF THE ABOVE INFORMATION AND SUBMIT THE
PROPER FEES MAY CAUSE THIS FILING TO BE REJECTED.
SUBMIT IN DUPLICATE
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. SEE ATTACHED FEE SCHEDULE.
Nevada Secretary of State AM RESTATED 2003
CERTIFICATE OF DESIGNATION OF THE
OF THE
RIGHTS, PREFERENCES AND PRIVILEGES
OF THE
CAPITAL STOCK
OF
CDEX, INC.
The undersigned, Malcolm Phillips, does hereby certify:
1. That he is the duly elected and acting President of CDEX, Inc., a
Nevada corporation (the "Corporation").
2. That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the said Corporation, the said Board of
Directors on December 23, 2003 adopted the following resolutions, which were to
become retroactively effective on December 11, 2002, creating two (2) classes of
the Corporation's Common Stock and one (1) class of the Corporation's Preferred
Stock:
"RESOLVED, that pursuant to the authority vested in the Board of
Directors of the corporation by the Amended and Restated Certificate of
Incorporation, the Board of Directors does hereby provide for the issue of two
(2) classes of Common Stock and one (1) class of Preferred Stock of the
Corporation and does hereby fix and herein state and express the designations,
powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions of such classes of Common Stock and
Preferred Stock as follows:
Section 1. DESIGNATION AND AMOUNT. The shares of such classes of Common
Stock shall be designated as "Class A Common Stock" and "Class B Common Stock"
(collectively, "Common Stock"). The shares of such class of Preferred Stock
shall be designated as "Preferred Stock." The total number of shares of all
classes of stock that the Corporation shall have the authority to issue shall be
Forty Million (40,000,000), all of which, when issued, shall be fully paid and
non-assessable. The Class A Common Stock shall have a par value of $0.005 per
share, and the number of authorized shares constituting such class shall be
Thirty-Three Million Five Hundred Thousand (33,500,000). The Class B Common
Stock shall have a par value of $0.005 per share, and the number of authorized
shares constituting such class shall be Five Hundred Thousand (500,000). The
Preferred Stock shall have a par value of $0.005 per share, and the number of
authorized shares constituting such class shall be Six Million (6,000,000).
Section 2. DIVIDENDS AND DISTRIBUTIONS. Unless otherwise provided in a
certificate of designation filed to establish one or more series of Preferred
Stock, whenever there shall have been paid, or declared and set aside for
payment, to the holders of shares of any class of stock having preference over
the Common Stock as to the payment of dividends, the full amount of dividends
and of sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then dividends may be
paid on the Common Stock and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available for
the payment of dividends thereon, but only
when and as declared by the Board of Directors of the Corporation; PROVIDED,
HOWEVER, that if a dividend or distribution is declared that is payable in
shares of, or in subscriptions or other rights to acquire shares of, Class A
Common Stock or Class B Common Stock, such dividends or distributions shall be
payable only with respect to the class of Common Stock to which such dividend or
distributions were declared.
Section 3. VOTING RIGHTS. For the first four (4) years following
adoption and filing with the Nevada Secretary of State of the Amended and
Restated Certificate of Incorporation (the "Initial Period"), the holders of
shares of Class B Common Stock shall, as a class, be entitled to vote to elect a
majority of the members of the Corporation's Board of Directors and holders of
shares of Class A Common Stock shall, as a class, be entitled to vote to elect
the remainder of the members of the Corporation's Board of Directors. Following
the Initial Period, holders of Class A Common Stock and Class B Common Stock
shall be entitled to one (1) vote per share on matters relating to the election
of the Corporation's Board of Directors. Except as otherwise set forth in this
Section 3, holders of Class A Common Stock and Class B Common Stock shall be
entitled to one (1) vote per share on all matters to be voted upon by the
stockholders of the Corporation.
Section 4. REACQUIRED SHARES. Any shares of Class A Common Stock, Class
B Common Stock or Preferred Stock, which is purchased or otherwise acquired by
the Corporation in any manner whatsoever, shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
shall become authorized but unissued shares of Class A Common Stock, Class B
Common Stock or Preferred Stock, as the case may be, and may be reissued as part
of a new series of Class A Common Stock, Class B Common Stock or Preferred
Stock, as the case may be, to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance set
forth herein and, in the Amended and Restated Certificate of Incorporation, as
then amended.
Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP. Unless otherwise
provided in a certificate of designation filed to establish one or more series
of Preferred Stock, in the event of any dissolution, liquidation, or winding up
of the Corporation, whether voluntary or involuntary, the holders of the Common
Stock shall become entitled to participate in the distribution of any assets of
the Corporation remaining after the Corporation shall have paid, or set aside
for payment, to the holders of Preferred Stock, or any other class of stock
having preference over the Common Stock, in the event of dissolution,
liquidation or winding up the full preferential amounts, if any, to which they
are entitled.
Section 6. RANKING. Common Stock shall be subject to all of the rights,
privileges, preferences and priorities of the Preferred Stock as set forth in
the certificate(s) of designations filed to establish the respective series of
Preferred Stock. Except as set forth in this Section 6, shares of Class A Common
Stock and Class B Common Stock shall have the same relative rights and
privileges and shall rank equally, share ratably and be identical in all
respects as to all matters, including rights in liquidation.
Section 7. FRACTIONAL SHARES. The Corporation shall not issue any
fractional shares. Stockholders who, immediately prior to the adoption by the
Board of Directors of the
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Resolutions relating to the recapitalization of the Corporation's stock, owned a
number of shares that was not evenly divisible by the newly issued number of
related shares, shall be entitled to receive cash from the Corporation in lieu
of fractions of such shares, based on the value of such shares as determined by
the Board of Directors.
RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of the Corporation be, and they hereby are,
authorized and directed to prepare and file a Certificate of Designation of
Rights, Preferences and Privileges in accordance with the foregoing resolution
and the provisions of Nevada law and to take such actions as they may deem
necessary or appropriate to carry out the intent of the foregoing resolution."
3. That any required approval of the stockholders of the Corporation
has been duly obtained.
I further declare under penalty of perjury that the matters set forth
in the foregoing Certificate of Designation are true and correct of my own
knowledge.
DATED as of this 26 day of December, 2003.
CDEX, Inc.,
a Nevada corporation
/s/ MALCOLM H. PHILIPS, JR.
---------------------------
By: Malcolm H. Philips, Jr.
Its: President