DBS Industries Inc – ‘10KSB’ for 12/31/00 – EX-3.(I)

On:  Monday, 4/2/01, at 8:08pm ET   ·   As of:  4/3/01   ·   For:  12/31/00   ·   Accession #:  1001277-1-141   ·   File #:  0-28348

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       63    338K 
 2: EX-3.(I)    Exhibit 3.6                                            1      6K 
 3: EX-3.(I)    Exhibit 3.7                                            5     22K 
 4: EX-10       Exhibit 10.62 Registration Rights Agreement            6     24K 
 5: EX-10       Exhibit 10.63 Voting Agreement                         7     32K 
 6: EX-21       Exhibit 21.1                                           1      4K 
 7: EX-23       Exhibit 23.1                                           1      7K 

EX-3.(I)   —   Exhibit 3.6

CERTIFICATE OF AMENDMENT
TO THE
 CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND
PREFERENCES OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF
DBS INDUSTRIES, INC.

     DBS  Industries,  Inc., a  corporation  organized  and  existing  under the
General  Corporation  Law of the  State of  Delaware,  does  hereby  certify  as
follows:                                                                        

1.   The name of the corporation is DBS Industries, Inc.              

     2.   The  following  Amendment to the  Certificate  of  Designation  of the
          Relative Rights and Preferences of the Series A Convertible  Preferred
          Stock of DBS Industries,  Inc. was duly adopted in accordance with the
          provisions  of  Sections  141(f),   151(g)  and  242  of  the  General
          Corporation  Law of the State of Delaware  (the  "General  Corporation
          Law") by  resolutions  duly  adopted by the Board of Directors of this
Corporation.                                                

     3.   Section 1, titled  "Designation  and  Amount,"of  the  Certificate  of
          Designations of Series A Convertible Preferred Stock be, and it hereby
is, amended to read as follows:                             

               The  shares  of such  series  shall  be  designated  as  Series A
               Convertible  Preferred  Stock,  par value  $.0004  per share (the
               "Series A Convertible  Preferred Stock") and the number of shares
constituting the series shall be 35,897.          

     IN WITNESS WHEREOF,  DBS Industries,  Inc. has caused this Amendment to the
Certificate of Designations  of Series A Convertible  Preferred Stock to be duly
executed by its  President  and Chief  Executive  Officer and attested to by its
Secretary, this ___ day of February 2001.                                       

                                  DBS INDUSTRIES, INC.

                                           By:  ________________________
                                                 Fred W. Thompson, CEO and
                                 President

ATTEST:                                                                         

By:  ____________________________                                               
Randy Stratt, Secretary