STATE OF NORTH CAROLINA DEPARTMENT OF THE SECRETARY OF STATE ARTICLES OF AMENDMENT OF SOUTH STREET VENTURES VII, INC. Pursuant to 55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. 1. The name of the corporation is South Street Ventures VII, Inc. 2. The text of each amendment adopted is as follows: a. Increase of Authorized Capital. The corporation is currently --------------------------------- authorized to issue 1,000,000 shares, all of one class designated as common stock. The corporation hereby increases its authorized capital to 100,000,000 shares of common stock. The par value of each share shall remain $0.001; b. Opt Out of Shareholder Protection Act and Control Share Acquisition Act. ---------------------------------------------------------------------- The corporation hereby opts out of the provisions of the North Carolina Shareholder Protection Act, N. C. G. S. 55-9-01 et. seq. ------- immediately upon becoming public and opts out of the North Carolina Control Share Acquisition act, N. C. G. S. 55-9A-01 et. seq. pursuant ------- to N. C. G. S. 55-9A-09. The provisions of these Acts shall not be applicable to the corporation. c. Except as expressly changed, the remainder of the corporations Articles of Incorporation as originally filed with the North Carolina Secretary of State shall remain in full force and effect. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: NOT APPLICABLE. CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2000) (Form B-02) ARTICLES OF AMENDMENT Page 2 4. The date of adoption of each amendment was as follows: JULY 15, 2003. 5. (Check either a, b, c, or d, whichever is applicable) a._____The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. b._____The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. c._____The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required.) _________________________________________________ d.___X_The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. 6. These articles will be effective upon filing, unless a delayed time and date is specified: This date: January 23, 2004 South Street Ventures VII, Inc. ----------------------------------- Name of Corporation ________________________ Signature Charles Barkley, President --------------------------- Type or Print Name and Title CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2000) (Form B-02) NOTES: 1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State. INSTRUCTIONS FOR FILING BUSINESS CORPORATION ARTICLES OF AMENDMENT (Form B-02) ITEM 1 Enter the complete corporation name exactly as it appears in the records of the Secretary of State. ITEM 2 See form. ITEM 3 If provisions for implementing the amendment are contained in the amendment or not required, enter N/A or NONE in the space provided. ITEM 4 Enter the date(s) the amendment(s) was (were) adopted. ITEM 5 Select the appropriate method of adoption for the amendment(s) from those listed and complete. ITEM 6 The document will be effective on the date and time of filing, unless a delayed date or an effective time (on the day of filing) is specified. If a delayed effective date is specified without a time, it will be effective at 11:59:59 p.m. Raleigh, North Carolina time on the day specified. If a delayed effective date is specified with a time, the document will be effective on the day and at the time specified. A delayed effective date may be specified up to and including the 90th day after the filing. DATE AND EXECUTION Enter the date the document was executed. In the blanks provided enter: - The name of the corporation as it appears in Item 1. - The signature of the representative of the corporation executing the document (may be the chairman of the board of directors or any officer of the corporation). - The name and title of the above-signed representative. CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2000) (Form B-02)