Prepared by MERRILL CORPORATION




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[SEAL
OF THE STATE OF MINNESOTA] 


 
 

MINNESOTA SECRETARY OF STATE
  AMENDMENT OF ARTICLES OF INCORPORATION    
  



READ INSTRUCTIONS LISTED BELOW, BEFORE COMPLETING THIS FORM.  


	1.
	Type or print in black ink.



	2.
	There is a $35.00 fee payable to the Secretary of State for filing this "Amendment of Articles of Incorporation".



	3.
	Return
Completed Amendment Form and Fee to the address listed on the bottom of the form. 



CORPORATE NAME: (List the name of the company prior to any desired name change) 



    Damark
International, Inc. 


This
amendment is effective on the day it is filed with the Secretary of State, unless you indicate another date, no later than 30 days after filing
with the Secretary of State. 


April 24,
2001 


The
following amendment(s) to articles regulating the above corporation were adopted: (Insert full text of newly amended article(s) indicating which article(s) is (are) being amended or added.) If the
full text of the amendment will not fit in the space provided, attach additional numbered pages. (Total number of pages including this form 1.) 


 
 

ARTICLE I.    
  


 
 

ARTICLE I.
  
    NAME
  
    The name of the corporation is PROVELL, INC.    



This
amendment has been approved pursuant to Minnesota Statutes chapter 302A or 317A. I certify that I am authorized to execute this amendment and I
further certify that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in section 609.48 as if I had signed this amendment under oath. 



	

 	

/s/ GEORGE S. RICHARDS   
 (Signature of Authorized Person)
 Chairman, President and Chief Executive Officer
	

 	

 





	Name and telephone number of contact person:	 	George S. Richards

Please print legibly	 	(952)258-2001





All
of the information on this form is public and required in order to process this filing. Failure to provide the requested information will prevent the Office from approving or further processing
this filing. 







If you have any questions please contact the Secretary of State's office at (651)296-2803. 



	RETURN TO:	 	Secretary of State

180 State Office Bldg., 100 Constitution Ave.

St. Paul, MN 55155-1299, (651)296-2803











[SEAL OF THE STATE OF MINNESOTA] 


 
 

MINNESOTA SECRETARY OF STATE
  AMENDMENT OF ARTICLES OF INCORPORATION    
  



READ INSTRUCTIONS LISTED BELOW, BEFORE COMPLETING THIS FORM.  


	1.
	Type or print in black ink.



	2.
	There is a $35.00 fee payable to the Secretary of State for filing this "Amendment of Articles of Incorporation".



	3.
	Return
Completed Amendment Form and Fee to the address listed on the bottom of the form. 



CORPORATE NAME: (List the name of the company prior to any desired name change) 



    Provell,
Inc. 


This
amendment is effective on the day it is filed with the Secretary of State, unless you indicate another date, no later than 30 days after filing
with the Secretary of State. 


May
31, 2001 


The
following amendment(s) to articles regulating the above corporation were adopted: (Insert full text of newly amended article(s) indicating which article(s) is (are) being amended or added.) If the
full text of the amendment will not fit in the space provided, attach additional numbered pages. (Total number of pages including this form 2.) 


 
 

ARTICLE III.    
  


 
 

See attached Exhibit A.    



This
amendment has been approved pursuant to Minnesota Statutes chapter 302A or 317A. I certify that I am authorized to execute this amendment and I
further certify that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in section 609.48 as if I had signed this amendment under oath. 



	

 	

/s/ GEORGE S. RICHARDS   
 (Signature of Authorized Person)
 Chairman, President and Chief Executive Officer
	

 	

 





	Name and telephone number of contact person:	 	George S. Richards

Please print legibly	 	(952)258-2001





All
of the information on this form is public and required in order to process this filing. Failure to provide the requested information will prevent the Office from approving or further processing
this filing. 


If
you have any questions please contact the Secretary of State's office at (651)296-2803. 



	RETURN TO:	 	Secretary of State

180 State Office Bldg., 100 Constitution Ave.

St. Paul, MN 55155-1299, (651)296-2803









Exhibit A  


  
 

    ARTICLE III
  
    CAPITAL STOCK    
  




    The aggregate number of shares of all classes of stock which the corporation shall have authority to issue is 87,000,000 shares. The authorized stock shall
consist of 10,000,000 shares of preferred stock, par value $.01, and 77,000,000 shares of common stock, par value $.01. Of the authorized preferred stock, 2,400,000 shares shall be designated
Series A Convertible Preferred Stock, par value $.01 (the "Series A Preferred Stock"), 1,165,000 shares shall be designated Series B Convertible Non-Voting Preferred Stock, par
value $.01 (the "Series B Preferred Stock"), 400,000 shares shall be designated Series C Junior Preferred Stock ("Series C Preferred Stock"), 200,000 shares shall be designated
Series D Convertible Preferred Stock ("Series D Preferred Stock"), and 210,000 shares shall be designated Series E Convertible Preferred Stock ("Series E Preferred Stock"). The
Series A Preferred Stock and the Series B Preferred Stock shall have the rights and preferences described in Article IV hereof. The Series C Preferred Stock, the
Series D Preferred Stock and the Series E Preferred Stock shall have the rights and preferences as set forth in the Certificate of Designations for such respective series heretofore
filed with the Minnesota Secretary of State. In addition, the Board of Directors of the corporation shall have the authority to authorize the issuance of preferred stock in accordance with applicable
law and Article IV. Of the authorized common stock, 75,000,000 shares of common stock shall be designated as Class A Common Stock (the "Class A Common Stock") and 2,000,000 shares
of common stock shall be designated as Class B Common Stock (the "Class B Common Stock"). The Class A Common Stock and the Class B Common Stock shall collectively be
referred to as the Common Stock and shall have the rights and preferences described in Article V hereof.











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MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF INCORPORATION

ARTICLE I.

ARTICLE I. NAME The name of the corporation is PROVELL, INC.

MINNESOTA SECRETARY OF STATE AMENDMENT OF ARTICLES OF INCORPORATION

ARTICLE III.

See attached Exhibit A.

ARTICLE III CAPITAL STOCK