CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TAM RESTAURANTS, INC.
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Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
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The undersigned, being the President of TAM RESTAURANTS, INC.
(the "Corporation"), a corporation existing under the laws of the State of
Delaware, does hereby certify as follows:
FIRST: That the Certificate of Incorporation of the
Corporation has been amended as follows by striking out the whole of Article
FOURTH thereof as it now exists and inserting in lieu and instead thereof a new
Article FOURTH, reading as follows:
"FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Twenty Million
(20,000,000) shares, of which Nineteen Million (19,000,000) shares
shall be Common Stock, par value $.0001 per share, and One Million
(1,000,000) shares shall be Preferred Stock, par value $.0001 per
share.
The presently issued and outstanding shares
of Common Stock, $.001 par value, shall be combined in the ratio of 1
new share of Common Stock, $.0001 par value, for each 1.8135268 shares
Common Stock, $.0001 par value, presently issued and outstanding.
The Preferred Stock may be issued from time
to time in one or more series. The Board of Directors of the
Corporation is hereby expressly authorized to provide, by resolution or
resolutions duly adopted by it prior to
issuance, for the creation of each such series and to fix the
designation and the powers, preferences, rights, qualifications,
limitations and restrictions relating to the shares of each such
series. The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determining the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value if different from the par
value thereof;
(b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if so,
the terms of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, and
the preference or relation which such dividends shall bear to the
dividends payable on any shares of stock of any other class or any
other series of Preferred Stock;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to
the purchase or redemption of the shares of such series for retirement
or other corporate purposes and the terms and provisions relating to
the operation thereof;
(g) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or any
other series of Preferred Stock or any other securities and, if so, the
price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and
conditions of conversion or exchange;
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(h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the
purchase, redemption or other acquisition by the Corporation of, the
Common Stock or shares of stock of any other class or any other series
of Preferred Stock;
(i) the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issue of any additional
stock, including additional shares of such series or of any other
series of Preferred Stock or of any other class; and
(j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations
and restrictions, thereof.
The powers, preferences and relative,
participating, optional and other special rights of each series of
Preferred Stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series at
any time outstanding. All shares of any one series of Preferred Stock
shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereof shall be
cumulative."
SECOND: That such amendment has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware. Prompt written notice of the adoption
of the amendment has been given to those stockholders who have not consented in
writing thereto.
IN WITNESS WHEREOF, I have signed this Certificate this 16th
day of January 1998.
TAM RESTAURANTS, INC.
By: /s/ Frank Cretella
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Name: Frank Cretella
Title: President
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