Clearlogic Inc – ‘8-K’ for 11/13/99 – EX-3.(I)

On:  Monday, 11/29/99   ·   For:  11/13/99   ·   Accession #:  1002334-99-238   ·   File #:  0-24376

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Acquisition of Clearlogic                             17     55K 
 2: EX-2        Agreement and Plan of Reorganization                  10     47K 
 3: EX-3.(I)    Certificate of Amendment                               2     10K 

EX-3.(I)   —   Certificate of Amendment

EX-3.(I)
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                                CERTIFICATE OF AMENDMENT

                                OF

                                CERTIFICATE OF INCORPORATION

                                OF

                                 ST. JAMES GROUP, INC.

                                 (Pursuant to Section 242 of
                                 the Delaware General Corporation Law)

The undersigned Sina Khelil, being the President of St. James   
Group, Inc., a Delaware corporation (the "Corporation"), does                   
hereby certify as follows:                                                      

                 1. The  Certificate  of  Incorporation  of the  Corporation  is
hereby amended pursuant to Section  242(a)(1) of the General  Corporation Law of
the State of Delaware,  in Article First and Article Fourth thereof,  to read in
their entirety as follows:                                                      

FIRST:           The name of the corporation is ClearLogic, Inc.                

FOURTH:  The total  number of shares of all  classes  which the  Corporation  is
authorized  to have  outstanding  is Twenty One Million  (21,000,000)  shares of
which stock Twenty Million  (20,000,000)  shares in the par value of $.001 each,
amounting in the aggregate of Twenty Thousand Dollars  ($20,000) shall be common
stock  and of which  One  Million  (1,000,000)  shares in the par value of $.001
each,  amounting  in the  aggregate to One Thousand  Dollars  ($1,000)  shall be
preferred  stock.  Effective  upon filing of this  amendment  with the  Delaware
Secretary of State, the common stock shall be  reconstituted  such that four new
shares of common  stock  shall be issued in  exchange  for each one  outstanding
share. Any fractional shares otherwise required to be issued shall be rounded to
the nearest  whole  share.  The board of  directors  is  authorized,  subject to
limitations  prescribed  by law, to provide for the  issuance of the  authorized
shares of preferred stock in series, and by filing a certificate pursuant to the
applicable  law of the State of  Delaware,  to  establish  from time to time the
number of shares to be  included  in each such  series  and the  qualifications,
limitations or restrictions  thereof. The authority of the board with respect to
each  series  shall  include,  but  not  be  limited  to,  determination  of the
following:                                                                      

(a)      The number of shares constituting that series and the  
distinctive designation of that series;       

        (b)      The  dividend  rate  on the  shares  of  that  series,  whether
                 dividends  shall be cumulative,  and, if so, from which date or
                 dates, and the relative rights of priority,  if any, of payment
of dividends on shares of that series;        

                                 1

EX-3.(I)
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        (c)      Whether  that series shall have voting  rights,  in addition to
                 the voting  rights  provided  by law,  and, if so, the terms of
such voting rights;                           

        (d)      Whether that series shall have conversion  privileges,  and, if
                 so,  the terms and  conditions  of such  conversion,  including
                 provision for adjustment of the conversion  rate in such events
as the Board of Directors shall determine;    

        (e)      Whether or not the shares of that series  shall be  redeemable,
                 and,  if so,  the  terms  and  conditions  of such  redemption,
                 including  the date or date upon or after  which  they shall be
                 redeemable,  and  the  amount  per  share  payable  in  case of
                 redemption,  which amount may vary under different  conditions,
and at different redemption rates;            

        (f)      Whether   that  series  shall  have  a  sinking  fund  for  the
                 redemption  or purchase of shares of that  series,  and, if so,
the terms and amount of such sinking fund;    

        (g)      The  rights  of the  shares  of that  series  in the  event  of
                 voluntary or involuntary liquidation, dissolution or winding up
                 of the  corporation,  and the relative  rights of priority,  if
any, of payment of shares of that series;     

        (h)      Any other relative rights,  preferences and limitations of that
                 series,   unless  otherwise  provided  by  the  certificate  of
determination.                                

                 2. The foregoing  Amendment to the Certificate of Incorporation
was first authorized by the Board of Directors and subsequently  duly adopted by
consent  action  duly  adopted  by the  holders  of  all  of  the  Corporation's
outstanding stock entitled to vote thereon in accordance with Section 228 of the
General Corporation Law of the State of Delaware.                               

        IN WITNESS  WHEREOF,  the undersigned  has executed this  Certificate of
Amendment as of November 23, 1999 and DOES HEREBY CERTIFY, that the facts stated
in this Certificate of Amendment are true and correct.                          

Sina Khelil                                                                     
President                                                                       
                                 2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/30/99							8-K
Filed on:		11/29/99
		11/23/99		2
For Period End:		11/13/99							8-K
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