1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION CAPTION INDUSTRIES, INC. Pursuant to the provisions of the Utah Business Corporation Act, the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is: Caption Industries, Inc. SECOND: The following amendment to the Articles of Incorporation was duly adopted by the shareholders of the Corporation: Article I of the Articles of Incorporation is hereby Amended as follows: The name of the Corporation is Madonna Mining Co., Ltd. Article IV of the Articles of Incorporation is hereby amended as follows: The aggregate number of shares which the corporation shall have authority to issue is 100,000,000 shares of capital stock with par value of $0.00001 per share, each of which shall have equal voting rights. THIRD: The foregoing Amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on the 18th day of January, 1984 in the manner prescribed by the laws of Utah. FOURTH: The number of shares outstanding on said date was 5,000,000 and the number of shares entitled to vote was 5,000,000. FIFTH: The number of shares voted for said Amendment was 3,940,000 and number of shares voted against such amendment. SIXTH: No class of shares was entitled the vote thereon as a class. SEVENTH: The manner in which any exchange reclassification or cancellation of issued and outstanding shares provided for here shall be effected as follows: 2 No change /s/ Ted Saylor President /s/ Thomas M. Phillips Secretary STATE OF NEW YORK COUNTY OF NEW YORK On the 18th day of January, 1984, personally appeared before me the above signed persons, known to me to the President and Secretary, respectively, of Caption Industries, Inc., and upon being duly sworn did state that the foregoing instrument was voluntarily signed by them for the purpose above stated. /s/ Benjamin Gedal Sprecher Notary Public, State of New York No. 41-4690211 Qualified in Queens County Commission Expires March 30, 1985