CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALYA INTERNATIONAL, INC.
I, Milan Carnogursky, being the president of ALYA International, Inc.
(the "Corporation"), a corporation duly organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Certificate of Incorporation for the above-named
Corporation be amended in its entirety to read and is
incorporated by reference herein as Exhibit A.
SECOND: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 26th day of March,
1997.
/s/ Milan Carnogursky
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Milan Carnogursky, President
Exhibit A
AMENDED CERTIFICATE OF INCORPORATION
OF
ALYA INTERNATIONAL, INC.
The undersigned, desiring to amend the Certificate of Incorporation of ALYA
International, Inc. (the "Corporation"), and the Corporation having received
payment for 100 shares of its Common Stock, hereby adopts the following Amended
Certificate of Incorporation:
ARTICLE I
NAME
The name of the Corporation is ALYA International, Inc.
ARTICLE II
PURPOSE
The Corporation shall be organized to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
AUTHORIZED CAPITAL
The amount of total authorized capital stock which the Corporation shall
have authority to issue is 60,000,000 shares, 50,000,000 shares of which shall
be Common Stock, each with $0.0001 par value, and 10,000,000 shares of which
shall be Preferred Stock, each with $0.0001 par value. To the fullest extent
permitted by the General Corporation Law of Delaware, as the same now exists or
may hereafter be amended or supplemented, the Board of Directors may fix and
determine the designations, rights, preferences or other variations of each
class or series within each class of capital stock of the Corporation.
ARTICLE V
REGISTERED OFFICE
The address of the registered office of the Corporation is 686 North Dupont
Boulevard #302, Milford, Kent County, Delaware 19963, and the name of the
registered agent at that address is Corporate Creations Enterprises, Inc.
ARTICLE VI
DIRECTORS
The number of the directors of the Corporation shall be fixed by, or in the
manner provided in, the Bylaws.
The name and address of the sole director is Milan Carnogursky, #111-17
Fawcett Road, Coquitlam, British Columbia, V3K 6V2 Canada.
The directors of the Corporation shall be authorized to make, alter, or
repeal the Bylaws of the Corporation.
ARTICLE VII
LIMITATION OF LIABILITY
To the fullest extent from time to time permitted by law, no director or
officer of the Corporation shall be personally liable to the Corporation or its
stockholders for damages for breach of any duty owed to the Corporation or its
stockholders. Neither the amendment nor repeal of this Article, nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article, shall eliminate or reduce the protection afforded by this Article
to a director or officer of the Corporation with respect to any matter which
occurred, or any cause of action, suit, or claim which, but for this Article,
would have accrued or arisen, prior to such amendment, repeal, or adoption.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that he is or was a
director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary, or agent,
and that person's estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the stockholders or directors,
contract, or otherwise, so long as such provision is legally permissible.
In witness whereof, the undersigned incorporator has executed this
Certificate of Incorporation this 26th day of March, 1997.
/s/ Milan Carnogursky
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Milan Carnogursky