AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
                                       OF
 
                              OVERHILL FARMS, INC.
 
     On the _____ day of _______ 2002, by written consent, the Board of
Directors of the Corporation approved the amendment and restatement of the
Corporation's Articles of Incorporation. The number of shares of the Corporation
outstanding and entitled to vote on an amendment to the Articles of
Incorporation was 782.75. That said change, amendment, and restatement have been
consented to and approved by 782.75, which is the stockholders holding at least
a majority of each class of stock outstanding and entitled to vote thereon.
 
                                   ARTICLE ONE
                                      NAME
 
     The name of the Corporation is: Overhill Farms, Inc. (the "Corporation").
 
                                   ARTICLE TWO
                        RESIDENT AGENT; REGISTERED OFFICE
 
     The resident agent for the Corporation shall be: Corporate Service Center.
The address of said agent, and the principal or statutory address of the
Corporation in the state of Nevada, shall be 1280 Terminal Way, Suite 3, Reno,
Nevada 89502, located in Washoe County, state of Nevada. The Corporation may
maintain an office, or offices, in such other place or places within or without
the state of Nevada as may be from time to time designated by the board of
directors of the Corporation (the "Board of Directors"), or by the by-laws of
the Corporation (the "By-Laws"), and that the Corporation may conduct all
corporate business of every kind and nature, including the holding of all
meetings of directors and stockholders, outside the state of Nevada as well as
within the state of Nevada.
 
                                  ARTICLE THREE
                                     PURPOSE
 
     The purpose for which the Corporation is organized is the transaction of
any and all lawful business or activity for which Corporations may be
incorporated under Chapter 78 of the Nevada Revised Statutes.
 
                                  ARTICLE FOUR
                                    DURATION
 
     The period of duration is perpetual.
 
                                  ARTICLE FIVE
                                  CAPITAL STOCK
 
     A. The total number of shares of all classes of stock, which the
Corporation shall have authority to issue, is 150,000,000, consisting of (i)
50,000,000 shares of preferred stock, $.01 par value per share ("Preferred
Stock"), and (ii) 100,000,000 shares of common stock, $.01 par value per share
("Common Stock"). No other class of stock shall be authorized. Said shares of
Common Stock, and Preferred Stock may be issued in one or more series by the
Corporation from time to time, without action by the stockholders, and for such
consideration as may be fixed from time to time by the Board of Directors.
 
     B. Blank Check Preferred Stock. Subject to the rights of the holders of
Series A Convertible Preferred Stock, the Board of Directors is hereby expressly
authorized, by resolution or resolutions from time to time adopted, to provide,
out of the unissued shares of Preferred Stock, for the issuance of serial
Preferred Stock. Before any shares of any such series are issued, the Board of
Directors shall fix and state, and hereby is expressly empowered to fix, by
resolution or resolutions, the classes, series and the number of each class or
series of Preferred Stock and if more than one class or series of Preferred
Stock is authorized, the Board of Directors shall fix the voting powers,
designations, preferences, limitations, restrictions, relative rights and
distinguishing designation of each class or series of Preferred Stock.
 
     The voting powers, designations, preferences, limitations, restrictions,
relative rights and distinguishing designation of each class or series of
Preferred Stock, if any, may differ from those of any and all other series at
any time outstanding. All shares of any one series of Preferred Stock shall be
identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative. The Board of Directors may
increase the number of shares of the Preferred Stock designated for any existing
series by a resolution adding to such series authorized and unissued shares of
the Preferred Stock not designated for any other series. The Board of Directors
may decrease the number of shares of Preferred Stock designated for any existing
series by a resolution, subtracting from such series unissued shares of the
Preferred Stock designated for such series, but not issued, and the shares so
subtracted shall become authorized, unissued and undesignated shares of the
Preferred Stock.
 
     The voting powers, designations, preferences, limitations, restrictions,
relative rights and distinguishing designation of the shares of Series A
Convertible Preferred Stock are as follows:
 
     1.   Designation.
          -----------
          There is hereby created out of the authorized and unissued shares of
     preferred stock of the Corporation a series of preferred stock designated
     as the "Series A Convertible Preferred Stock." The par value per share of
     Series A Preferred Stock shall be $.01. The number of shares constituting
     such series of Series A Preferred Stock shall be Twenty-Eight (28).
     References herein to any share or shares of Series A Preferred Stock shall
     include both whole and fractional shares of Series A Preferred Stock.
 
     2.   Rank.
          ----
          The Series A Preferred Stock shall rank (i) senior to all classes of
     Common Stock, par value $.01 per share, of the Corporation ("Common Stock")
     and all other classes or series of capital stock of the Corporation ranking
     junior to the Series A Preferred Stock with respect to the right to
     participate in any distributions upon the liquidation, winding up or
     dissolution of the Corporation (the Common Stock and all such other classes
     or series of capital stock being referred to hereinafter as "Junior
     Stock"), and (ii) junior to all classes and series of capital stock of the
     Corporation now or hereafter authorized, issued or outstanding that, by the
     terms of the Articles of Incorporation or of the instrument by which the
     Board of Directors shall fix the relative rights, preferences and
     limitations thereof, shall be senior to the Series A Preferred Stock in
     respect of the right to receive dividends or to participate in any
     distributions upon the liquidation, winding up or dissolution of the
     Corporation (such other classes and series of capital stock being referred
     to herein as "Senior Stock").
 
     3.   Dividends.
          ---------
          The holders of shares of Series A Preferred Stock shall be entitled to
     receive, when, as and if declared by the Board of Directors or a duly
     authorized committee thereof out of funds of the Corporation legally
     available therefor, noncumulative dividends in an amount equal to dividends
     payable to holders of Common Stock, based on the largest number of full
     shares of Common Stock into which such holders' shares of Series A
     Preferred Stock could be converted pursuant to this Certificate of
     Designation on the record date for the payment of each such dividend. No
     dividends may be declared or paid (or set apart for payment) on any shares
     of Common Stock for any period unless full dividends of an equal amount
     (determined in accordance with immediately preceding sentence) are
     contemporaneously declared and paid (or declared and a sum sufficient for
     payment thereof set apart for such full payment) on the shares of Series A
     Preferred Stock for such period.
 
     4.   Liquidation Preference.
          ----------------------
 
          a.   In the event of any liquidation, dissolution or winding up of the
               Corporation, either voluntary or involuntary, the holders of the
               then outstanding shares of Series A Preferred Stock shall be
               entitled to receive, after and subject to the payment in full of
               all amounts required to be distributed to the holders of any
               Senior Stock upon such liquidation, dissolution or winding up,
               but prior and in preference to any distribution of any of the
               assets or surplus funds of the Corporation to the holders of any
               Junior Stock by reason of their ownership thereof, a preference
               amount per share (or portion thereof) of Series A Preferred Stock
               consisting of (A) $31,820.11 (the "Original Issue Price"), plus
                                                                          ----
               (B) an amount equal to declared but unpaid dividends on each
               share, if any. If, upon the occurrence of such event, the assets
               and funds of the Corporation available for distribution among the
               holders of shares of Series A Preferred Stock shall be
               insufficient to permit the payment to such holders of the full
               amount to which they shall be entitled, the entire assets and
               funds of the Corporation legally available for distribution shall
               be distributed among such holders in proportion to the full amount
               each such holder is entitled to receive.
 
          b.   For purposes of this Section 4, a liquidation, dissolution or
                                    ---------
               winding up of the Corporation shall be deemed to include (i) any
               merger (but excluding any merger effected exclusively for the
               purpose of changing the domicile of the Corporation), exchange,
               consolidation, reorganization or similar transaction pursuant to
               which the Corporation's stockholders of record as constituted
               immediately prior to such transaction will, immediately after
               such transaction, not hold a majority of the voting power of the
               surviving entity (provided, however, that a liquidation,
                                 --------  -------
               dissolution or winding up of the Corporation shall not be deemed
               to include the distribution by Overhill Corporation to its
               stockholders on a pro rata basis of shares of Common Stock in the
                                 --- ----
               form of a stock dividend pursuant to a plan approved by the Board
               of Directors of Overhill Corporation), or (ii) a sale of all or
               substantially all of the assets of the Corporation. In any of
               such events, if the consideration received by the Corporation is
               other than cash, its value will be deemed its fair market value.
               The fair market value of such consideration shall be determined
               in good faith by the Board of Directors.
 
          c.   For purposes of this Section 4, in the event that the holders of
               Series A Preferred Stock have not exercised their Conversion
               Rights (as defined below) in full and the Corporation either (i)
               subdivides (by stock split, reclassification or otherwise) the
               outstanding shares of Series A Preferred Stock into a greater
               number of shares of Series A Preferred Stock or (ii) combines or
               consolidates (by reverse stock split) the outstanding shares of
               Series A Preferred Stock into a smaller number of shares of
               Series A Preferred Stock, then the Original Issue Price shall be
               proportionately decreased or increased, as appropriate,
               simultaneously with the occurrence of such event.
 
     5.   Voting Rights.
          -------------
 
          Except as otherwise expressly provided herein or as required by
     applicable law, the holder of each share of the Series A Preferred Stock
     shall be entitled to the number of votes equal to the number of shares of
     Common Stock into which such share of Series A Preferred Stock could then
     be converted and shall have voting rights and powers equal to the voting
     rights and powers of the Common Stock, voting together with the Common
     Stock as a single class (and not as a separate class), and shall be
     entitled to notice of any stockholders' meeting in accordance with the
     Bylaws of the Corporation. Fractional votes shall be permitted.
 
          In addition to any other rights provided by applicable law, so long as
     at least twenty percent (20%) of the total number of shares of Series A
     Preferred Stock issued remains outstanding, the Corporation shall not,
     without first obtaining the approval (by affirmative vote or written
     consent, as provided by applicable law) of the holders holding at least a
     majority of the shares of Series A Preferred Stock then outstanding (voting
     as a separate class):
 
          a.   Alter or change the rights, preferences, privileges or powers of
               the Series A Preferred Stock;
 
          b.   Increase or decrease the authorized number of shares of Series A
               Preferred Stock; or
 
          c.   Create, authorize or designate any new class or series of capital
               stock of the Corporation having rights, preferences or privileges
               ranking senior to, or on a parity with, the Series A Preferred
               Stock, or increase the rights, preferences or privileges, or the
               authorized number of shares, of any class or series of capital
               stock of the Corporation having rights, preferences or privileges
               ranking senior to, or on a parity with, the Series A Preferred
               Stock.
 
6.   Conversion.
     ----------
 
     The holders of the Series A Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):
 
     a.   Right to Convert.  Each share of Series A Preferred  Stock shall be
          convertible, at the option of the holder thereof, at any time after
          the date of issuance of such share, at the office of the Corporation
          or any transfer agent for such stock, into such number of fully paid
          and nonassessable shares of Common Stock as is determined by dividing
          the Original Issue Price by the then effective Conversion Price,
          determined as hereinafter provided, in effect on the date the
          certificate evidencing such share is surrendered for conversion. The
          price at which shares of Common Stock shall be deliverable upon
          conversion (the "Conversion Price") of the Series A Preferred Stock
          shall initially be the Original Issue Price. Such initial Conversion
          Price shall be subject to adjustment as hereinafter provided.
 
     b.   Automatic Conversion. Each share of Series Preferred Stock shall
          automatically be converted into shares of Common Stock at the then
          effective Conversion Price of the Series A Preferred Stock as provided
          in Section 6(a) above at the election of the holders holding at least
          a majority of the then outstanding shares of Series A Preferred Stock.
 
     c.   Mechanics of  Conversion.  Before any holder of Series A Preferred
          Stock shall be entitled to convert the same into shares of Common
          Stock, such holder shall surrender the certificate or certificates
          thereof, duly endorsed, at the office of the Corporation or of any
          transfer agent for such stock, and shall give written notice to the
          Corporation at such office that it elects to convert the same and
          shall state therein the number of shares to be converted and the name
          or names in which it wishes the certificate or certificates for shares
          of Common Stock to be issued. The Corporation shall, as soon as
          practicable thereafter, issue and deliver at such office to such
          holder a certificate or certificates for the number of shares of
          Common Stock to which such holder shall be entitled. Such conversion
          shall be deemed to have been made immediately prior to the close of
          business on the date of surrender of the shares of Series A Preferred
          Stock to be converted, and the person or persons entitled to receive
          the shares of Common Stock issuable upon such conversion shall be
          treated for all purposes as the record holder or holders of such
          shares of Common Stock on such date.
 
     d.   Adjustment Upon Common Stock Event. In the event that a Common Stock
          Event (as hereinafter defined) occurs at any time or from time to time
          after the Original Issue Date (as hereinafter defined), the Conversion
          Price in effect immediately prior to such event shall, simultaneously
          with the occurrence of such Common Stock Event, be proportionately
          decreased or increased, as appropriate. The Conversion Price for the
          Series A Preferred Stock shall be readjusted in the same manner upon
          the happening of each subsequent Common Stock Event. As used herein,
          the term "Common Stock Event" shall mean (i) the declaration or
          payment of any dividend or other distribution on the Common Stock,
          without consideration, payable to one or more stockholders in
          additional shares of Common Stock or other securities or rights
          convertible into, or entitling the holder thereof to receive, directly
          or indirectly, additional shares of Common Stock, (ii) a subdivision
          (by stock split, reclassification or otherwise) of the outstanding
          shares of Common Stock into a greater number of shares of Common Stock
          or (iii) a combination or consolidation (by reverse stock split) of
          the outstanding shares of Common Stock into a smaller number of shares
          of Common Stock.
 
     e.   Adjustment for Reclassification, Exchange, and Substitution. If at any
          time or from time to time after the date upon which the first share of
          Series A Preferred Stock was issued by the Corporation (the "Original
          Issue Date"), the Common Stock issuable upon the conversion of the
          Series A Preferred Stock is changed into the same or a different
          number of shares of any class or classes of stock, whether by
          recapitalization, reclassification, reorganization, merger, exchange,
          consolidation, sale of assets or otherwise (other than by a Common
          Stock Event or a stock dividend or distribution provided for elsewhere
          in this Section 6), then, in any such event, each holder of Series A
          Preferred Stock shall have the right thereafter to convert such stock
          into the kind and amount of stock and other securities and property
          receivable upon such recapitalization, reclassification,
          reorganization, merger, exchange, consolidation, sale of assets or
          other change by a holder of the number of shares of Common Stock into
          which such shares of Series A Preferred Stock could have been
          converted immediately prior to such recapitalization,
          reclassification, reorganization, merger, exchange, consolidation,
          sale of assets or other change, all subject to further adjustment as
          provided herein or with respect to such other securities or property
          by the terms thereof.
 
     f.   Adjustments of Conversion Price for Certain Diluting Issues.
 
          i) Special Definitions. For purposes of this Section 6(f), the
          following definitions apply:
 
               (1) "Additional Shares of Common Stock" shall mean all
               shares of Common Stock issued (or, pursuant to Section 6(f)(iii)
               deemed to be issued) by the Corporation after the Original Issue
               Date, other than:
 
                         (a) shares of Common Stock (or Options (as defined
                    below) or Convertible Securities (as defined below)) issued
                    or issuable to officers, directors, employees or advisors
                    of, or consultants or independent contractors to, the
                    Corporation, pursuant to options granted in accordance with
                    plans or other arrangements approved by the Board of
                    Directors and, if required by applicable law, the
                    Corporation's stockholders; provided that the number of
                    shares of Common Stock (or Options or Convertible
                    Securities) subject to this clause (a) shall not exceed ten
                    percent (10.0%) of the shares of capital stock of the
                    Corporation then outstanding;
 
                         (b) shares of Common Stock for which adjustment of the
                    Conversion Price for Series A Preferred Stock is made
                    pursuant to Section 6(d) or 6(e) above; or
 
                         (c) shares of Common Stock issued to the public in a
                    public offering registered under the Securities Act of 1933,
                    as amended.
 
                    (2) "Convertible Securities" shall mean any evidences
                    of indebtedness, shares (other than Common Stock or Series A
                    Preferred Stock), or other securities convertible into or
                    exchangeable for Common Stock.
 
                    (3) "Options" shall mean rights, options or warrants to
                    subscribe for, purchase or otherwise acquire either Common
                    Stock or Convertible Securities.
 
          ii) No Adjustment of Conversion Price. No adjustment to the Conversion
          Price of a particular share of Series A Preferred Stock shall be made
          in respect of the issuance of Additional Shares of Common Stock unless
          the consideration per share for an Additional Share of Common Stock
          issue or deemed to be issued by the Corporation is less than the
          Conversion Price in effect on the date of, and immediately prior to
          such issue, for such share of Series A Preferred Stock.
 
          iii) Deemed Issue of Additional Shares of Common Stock. In the event
          the Corporation at any time or from time to time after the
          Original Issue Date shall issue any Options or Convertible Securities or shall
          fix a record date for the determination of holders of any class of
          securities then entitled to receive any such Options or Convertible
          Securities, then the maximum number of shares (as set forth in the
          instrument relating thereto without regard to any provisions contained
          therein designed to protect against dilution) of Common Stock issuable
          upon the exercise of such Options or, in the case of Convertible
          Securities and Options therefor, the conversion or exchange of such
          Convertible Securities, shall be deemed to be Additional Shares of
          Common Stock issued as of the time of such issuance of Options or
          Convertible Securities or, in case such a record date shall have been
          fixed, as of the close of business on such record date; provided that
          Additional Shares of Common Stock shall not be deemed to have been
          issued unless the consideration per share (determined pursuant to
          Section 6(f)(v) hereof) of such Additional Shares of Common Stock
          would be less than the Conversion Price in effect on the date of and
          immediately prior to such issuance of Options or Convertible
          Securities, or such record date, as the case may be; and provided
          further that in any such case in which Additional Shares of Common
          Stock are deemed to be issued:
 
               (1) no further adjustments in the Conversion Price shall be made
               upon the subsequent issue of Convertible Securities or shares of
               Common Stock upon the exercise of such Options or conversion or
               exchange of such Convertible Securities;
 
               (2) if such Options or Convertible Securities by their terms
               provided, with the passage of time or otherwise, for any increase
               in the consideration payable to the Corporation, or decrease in
               the number of shares of Common Stock issuable, upon the exercise,
               conversion or exchange thereof, the Conversion Price computed
               upon the original issue thereof (or upon the occurrence of a
               record date with respect thereto), and any subsequent adjustments
               based thereon, shall, upon any such increase or decrease becoming
               effective, be recomputed to reflect such increase or decrease
               insofar as it affects such Options or the rights of conversion or
               exchange under such Convertible Securities; provided, however,
               that no such adjustment of the Conversion Price shall affect
               Common Stock previously issued upon conversion of Series A
               Preferred Stock;
 
               (3) Upon the expiration of any such Options or any rights of
               conversion or exchange under such Convertible Securities which
               shall not have been exercised, the Conversion Price computed upon
               the original issue thereof (or upon the occurrence of a record
               date with respect thereto), and any subsequent adjustments based
               thereon, shall, upon such expiration, be recomputed as if:
 
                         (a) in the case of Convertible Securities or Options
                    for Common Stock, the only Additional Shares of Common Stock
                    issued were the shares of Common Stock, 
                    if any, actually issued upon the exercise of such Options or
                    the conversion or exchange of such Convertible Securities
                    and the consideration received therefor was the
                    consideration actually received by the Corporation for the
                    issue of all such Options, whether or not exercised, plus
                    the consideration actually received by the Corporation upon
                    such exercise, or for the issue of all such Convertible
                    Securities which were actually converted or exchanged, plus
                    additional consideration, if any, actually received by the
                    Corporation upon such conversion or exchange, and
 
                         (b) in the case of Options for Convertible Securities,
                    on the Convertible Securities, if any, actually issued upon
                    the exercise thereof were issued at the time of issue of
                    such Options and the consideration received by the
                    Corporation for Additional Shares of Common Stock deemed to
                    have been then issued was the consideration actually
                    received by the Corporation for the issue of all such
                    Options, whether or not exercised, plus the consideration
                    deemed to have been received by the Corporation (determined
                    pursuant to Section 6(f)(v)) upon the issue of the
                    Convertible Securities with respect to which such Options
                    were actually exercised;
 
               (4) no readjustment pursuant to Sections 6(f)(iii)(2) or (3)
               above shall have the effect of increasing the Conversion Price to
               an amount which exceeds the lower of (1) the Conversion Price on
               the original adjustment date, or (2) the Conversion Price that
               would have resulted from any issuance of Additional Shares of
               Common Stock between the original adjustment date and such
               readjustment date;
 
               (5) in the case of any Options which expire by their terms not
               more than 60 days after the date of issue thereof, no adjustment
               of the Conversion Price shall be made, except as to shares of
               Series A Preferred Stock converted in such period, until the
               expiration or exercise of all such Options, whereupon such
               adjustment shall be made in the same manner provided in Section
               6(f)(iii)(3) above; and
 
               (6) if any such record date shall have been fixed and such
               Options or Convertible Securities are not issued on the date
               fixed therefor, the Adjustment previously made in the Conversion
               Price which became effective on such record date shall be
               canceled as of the close of business on such record date, and
               shall instead be made on the actual date of issuance, if any, of
               such Options or Convertible Securities.
 
          iv) Adjustment of Conversion Price Upon Issuance of Additional Shares
          of Common Stock. In the event the Corporation shall issue
               Additional Shares of Common Stock (or shall be deemed to have
               issued Additional Shares of Common Stock pursuant to Section
               6(f)(iii)) without consideration or for a consideration per share
               that is less than the Conversion Price in effect on the date of
               and immediately prior to such issue, then and in such event, the
               Conversion Price shall be reduced, concurrently with such issue,
               to a price (calculated to the nearest cent) determined by
               multiplying the Conversion Price then in effect by a fraction,
               the numerator of which shall be the number of shares of Common
               Stock outstanding (determined on a fully diluted basis, as
               described below) immediately prior to such issuance plus the
               number of shares of Common Stock which the aggregate
               consideration received by the Corporation for the total number of
               Additional Shares of Common Stock so issued would purchase at the
               Conversion Price then in effect, and the denominator of which
               shall be the number of shares of Common Stock outstanding
               (determined on a fully diluted basis, as described below)
               immediately prior to such issuance plus the number of such
               Additional Shares of Common Stock so issued. For the purposes of
               the above calculation, the number of shares of Common Stock
               outstanding immediately prior to such issuance shall be
               calculated on a fully diluted basis, as if all shares of Series A
               Preferred Stock and all Convertible Securities had been fully
               converted into shares of Common Stock immediately prior to such
               issuance and any outstanding Options had been fully exercised
               immediately prior to such issuance (and the resulting securities
               fully converted into shares of Common Stock, if so convertible)
               as of such date but not including in such calculation any
               additional shares of Common Stock issuable with respect to shares
               of Series A Preferred Stock, Convertible Securities or
               outstanding Options solely as a result of the adjustment of the
               respective Conversion Prices (or other conversion ratios)
               resulting from the issuance of Additional Shares of Common Stock
               causing such adjustment. For the purposes of the foregoing,
               outstanding Options shall be deemed to include (without
               duplication) any Options issued or issuable to directors,
               officers, employees or advisors of, or consultants to, the
               Corporation in accordance with plans or other arrangements
               approved by the Board of Directors.
 
               v) Determination of Consideration. For purposes of this Section
               6(f), the consideration received by the Corporation for the
               issuance of any Additional Shares of Common Stock shall be
               computed as follows:
 
                    (1) Cash and Property. Such consideration shall:
 
                                   (a) insofar as it consists of cash, be
                              computed at the aggregate amount of cash received
                              by the Corporation, excluding amounts paid or
                              payable for accrued interest or accrued dividends;
 
                                   (b) insofar as it consists of services,
                              goods or other property other than cash, be
                              computed at the fair value thereof at the time of
                              such issue, as determined in good faith by the
                              Board of Directors; and
 
                                   (c) in the event Additional Shares of
                              Common Stock are issued together with other shares
                              or securities or other assets of the Corporation
                              for consideration which covers both cash and
                              services, goods or other property other than cash,
                              be in the proportion of such consideration so
                              received, computed as provided in clauses (a) and
                              (b) above, as determined in good faith by the
                              Board of Directors.
 
                    (2) Options and Convertible Securities. The consideration
                        ----------------------------------
                    per share received by the Corporation for Additional Shares
                    of Common Stock deemed to have been issued pursuant to
                    Section 6(f)(iii) relating to Options and Convertible
                    Securities, shall be determined by dividing:
 
                                   (a) the total amount, if any, received
                              or receivable by the Corporation as consideration
                              for the issue of such Options or Convertible
                              Securities, plus the maximum aggregate amount of
                              additional consideration (as set forth in the
                              instruments relating thereto, without regard to
                              any provision contained therein designed to
                              protect against dilution) payable to the
                              Corporation upon the exercise of such Options or
                              the conversion or exchange of such Convertible
                              Securities, or in the case of Options for
                              Convertible Securities, the exercise of such
                              Options for Convertible Securities and the
                              conversion or exchange of such Convertible
                              Securities, by
 
                                   (b) the maximum number of shares of
                              Common Stock (as set forth in the instruments
                              relating thereto, without regard to any provision
                              contained therein designed to protect against
                              dilution) issuable upon the exercise of such
                              Options or the conversion or exchange of such
                              Convertible Securities.
 
     g.   Certificate of Adjustment. In each case of an adjustment or
          readjustment of the Conversion Price for the shares of Series A
          Preferred Stock, the Corporation, at its expense, shall promptly
          compute such adjustment or readjustment in accordance with the
          provisions hereof and prepare a certificate showing such adjustment or
          readjustment, and shall mail such certificate, by first class mail,
          postage prepaid, to each registered holder of the Series A Preferred
          Stock at the holder's address as shown in the Corporation's books.
 
     h.   Fractional Shares. No fractional shares of Common Stock or other
          securities shall be issued upon conversion of any shares of Series A
          Preferred Stock. In determining the number of fractional shares of
          Common Stock or other securities that would otherwise have been
          issuable upon such conversion of Series A Preferred Stock, all shares
          of Common Stock or other securities issuable upon all shares of Series
          A Preferred Stock being converted by a single holder of such Series A
          Preferred Stock (whether by optional or automatic conversion) shall be
          aggregated. In lieu of any fractional share of Common Stock or other
          securities to which the holder would otherwise be entitled, the
          Corporation shall pay the holder cash equal to the product of such
          fraction multiplied by the Common Stock's (or other security's) fair
          market value as determined in good faith by the Board of Directors as
          of the date of conversion.
 
     i.   Reservation of Common Stock Issuable Upon Conversion. To the extent
          the Corporation readily can ascertain such number, it shall at all
          times reserve and keep available out of its authorized but unissued
          shares of Common Stock, solely for the purpose of effecting the
          conversion of the shares of the Series A Preferred Stock, such number
          of shares of Common Stock as shall from time to time be sufficient to
          effect the conversion of all outstanding shares of the Series A
          Preferred Stock; and if at any time the number of authorized but
          unissued shares of Common Stock shall not be sufficient to effect the
          conversion of all then outstanding shares of the Series A Preferred
          Stock, the Corporation will take such corporate action as may, in the
          opinion of its counsel, be necessary to increase its authorized but
          unissued shares of Common Stock to such number of shares as shall be
          sufficient for such purpose.
 
     j.   Notices. In the event that the Corporation shall propose at any time
          to (i) declare or pay any dividend or other distribution on the Common
          Stock, whether in cash, property, stock or other securities, whether
          or not a regular cash dividend and whether or not out of earnings or
          earned surplus; (ii) offer for subscription pro rata to the holders of
          any class or series of its stock any additional shares of stock of any
          class or series or other rights; (iii) effect any reclassification or
          recapitalization of its Common Stock outstanding involving a change in
          the Common Stock; or (iv) merge, consolidate, or enter into an
          exchange with or into any other Corporation, or reorganize, or sell,
          lease or convey all or substantially all of its property or business,
          or to liquidate, dissolve or wind up, then, in connection with each
          such event, the Corporation shall send to the holders of the Series A
          Preferred Stock:
 
                    (A) at least thirty (30) days' prior written notice of the
               date on which a record shall be taken for such dividend,
               distribution or subscription rights (and specifying the date on
               which the holders of Common Stock shall be entitled thereto) or
               for determining rights to vote in respect of the matters referred
               to in (iii) and (iv) above; and
 
                    (B) in the case of the matters referred to in (iii) and (iv)
               above, at least thirty (30) days' prior written notice of the
               date when the same shall take place (and specifying, if
               practicable, or estimating the date on which the holders of
               Common Stock shall be entitled to exchange their Common Stock for
               securities or other property deliverable upon the occurrence of
               such event).
 
          Any such written notice shall be given by first class mail, postage
          prepaid, addressed to the holders of Series A Preferred Stock at the
          address for each such holder as shown on the books of the Corporation.
 
     k.   Taxes. The Corporation shall pay any and all issue and other taxes
          that may be payable in respect of any issue or delivery of Common
          Stock on conversion of Series A Preferred Stock pursuant hereto. The
          Corporation shall not, however, be required to pay any tax payable in
          respect of any transfer involved in the issue and delivery of Common
          Stock in a name other than that in which the Series A Preferred Stock
          so converted was registered, and no such issue or delivery shall be
          made unless and until the person requesting that issue has paid to the
          Corporation the amount of any such tax, or has established to the
          satisfaction of the Corporation that the tax has been paid.
 
     l.   No Impairment. The Corporation shall not avoid or seek to avoid the
          -------------
          observance or performance of any of the terms to be observed or
          performed hereunder by the Corporation, but shall at all times in good
          faith assist in carrying out all such action as may reasonably be
          necessary or appropriate in order to protect the conversion rights of
          the holders of the Series A Preferred Stock against impairment.
 
7.   Challenge to Certain Board Determinations.
 
     Whenever the Board of Directors is required under this Certificate of
Designation to make a determination of the fair market value or fair value of
any consideration received or to be received by the Corporation other than cash,
such determination may be challenged or disputed by the holders holding a least
a majority of the shares of Series A Preferred Stock then outstanding. If such
holders wish to challenge or dispute any such determination, they shall do so by
furnishing written notice to the Corporation of their intention to challenge the
same on or before the twentieth (20th) day following such holders' receipt of
written notice from the Corporation advising the holders of such determination.
If the Corporation and such holders cannot resolve the dispute between or among
themselves within thirty (30) days after the written notice from such holders of
such challenge or dispute is delivered to the Corporation, then such challenge
or dispute may be submitted by the Corporation or such holders to an investment
banking or accounting firm of recognized national standing for a final
independent valuation. If the Corporation, on the one hand, and such holders, on
the other, are unable to mutually agree on any such investment banking or
accounting firm within ten (10) days after the date upon which the right or
obligation to select an investment banking or accounting firm arises, each of
the Corporation and such holders shall, within three (3) business days
thereafter, select one investment banking or accounting firm, and the two (2)
selected firms shall, within three (3) business days of their selection, select
a third investment banking or accounting firm which shall make the relevant
determination (which determination shall be final and binding) within ten (10)
business days of the submission of this matter to such third firm. The
Corporation shall bear all fees, costs and expenses incurred by the Corporation
and such holders in connection with the foregoing procedures, and any challenge
or dispute thereof, including all fees and expenses of any investment banking,
valuation or accounting firm(s) engaged by the Corporation or the holders and of
attorneys in connection with such calculation; provided, however, that the
     Corporation and such holders shall share equally all such fees, costs and
     expenses if, after such holders challenge or dispute such fair market value
     or fair value, the difference between (a) the fair market value or fair
     value of such consideration as determined in accordance with the foregoing
     procedures and (b) the fair market value or fair value of such
     consideration as determined by the Board of Directors is less than five
     percent (5.0%) of the fair market value or fair value determined by the
     Board.
 
     8.   Right to Call a Meeting of Stockholders.
 
          The holders holding at least a majority of the shares of Series A
     Preferred Stock then outstanding shall have the right to call a special
     meeting of the stockholders of the Corporation for any purpose; provided,
     however, such holders of Series A Preferred Stock may not call a special
     meeting hereunder more than one time during any calendar year.
 
     9.   Amendment; Waiver.
 
          Any term relating to the Series A Preferred Stock may be amended and
     the observance of any term relating to the Series A Preferred Stock may be
     waived (either generally or in a particular instance) only with the
     affirmative vote or written consent of holders of a majority of the
     outstanding shares of the Series A Preferred Stock. Any amendment or waiver
     so effected shall be binding upon the Corporation and any holder of the
     Series A Preferred Stock.
 
     10.  No Reissuance of Series A Preferred Stock.
          -----------------------------------------
 
          No share or shares of Series A Preferred Stock acquired by the
     Corporation by reason of redemption, purchase, conversion or otherwise
     shall be reissued, and all such shares shall be returned to the status of
     undesignated shares of preferred stock.
 
     C.   Common Stock. Each holder of Common Stock shall be entitled to one
vote for each share of Common Stock held of record on all matters on which
stockholders generally are entitled to vote. Subject to the provisions of
applicable law and the rights of the Preferred Stock and any other class or
series of stock having a preference as to dividends over the Common Stock then
outstanding, dividends may be paid on the Common Stock out of assets legally
available for dividends, but only at such times and in such amounts as the Board
of Directors shall determine and declare. Upon the dissolution, liquidation or
winding up of the Corporation, after any preferential amounts to be distributed
to the holders of the Preferred Stock and any other class or series of stock
having a preference over the Common Stock then outstanding have been paid or
declared and set apart for payment, the holders of the Common Stock shall be
entitled to receive all the remaining assets of the Corporation available for
distribution to its stockholders ratably in proportion to the number of shares
held by them, respectively.
 
     D.   Miscellaneous Provisions.
          ------------------------
 
          1.   Preemptive Rights. No stockholder of the Corporation shall by
     reason of his holding shares of any class have any preemptive or
     preferential right to purchase or subscribe to any shares of any class of
     the Corporation, now or hereafter to be authorized, or any notes,
     debentures, bonds or other securities convertible into or carrying options
     or warrants to purchase shares of any class, now or hereafter to be
     authorized, whether or not the issuance of any shares or such notes,
     debentures, bonds or other securities, would adversely affect the dividend
     or voting rights of such stockholder other than such rights, if any, as the
     Board of Directors in its discretion from time to time may grant, and at
     such price as the Board of Directors in its discretion may fix.
 
          2.   Cumulative Voting. Cumulative voting by any stockholder is hereby
     expressly denied.
 
 
                                   ARTICLE SIX
                                   GOVERNANCE
 
     The governing board of the Corporation shall be styled directors and known
as the Board of Directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the By-Laws of the
Corporation, providing that the number of directors shall not be reduced to less
than three (3), and further providing that no director's term shall be shortened
by reason of a resolution reducing the number of directors.
 
                                  ARTICLE SEVEN
                               BOARD OF DIRECTORS
 
     A. The Board of Directors is expressly authorized to make, alter or amend
the By-Laws of the Corporation by approval of a majority of a quorum of the
members of the Board of Directors.
 
     B. Authority is hereby expressly granted to and vested in the Board of
Directors to issue notes, bonds, debentures, warrants and other obligations of
the Corporation convertible into stock of such class or bearing such warrants or
other evidence of optional rights to purchase and/or subscribe to stock of such
class and issued and convertible upon such terms and conditions and in such
manner as may be fixed and stated by the resolution or resolutions from time to
time adopted providing for the issuance thereof.
 
     C. The Board of Directors shall be authorized to exercise all such powers
and do all such things and acts as may be exercised or done by the Corporation,
subject to the provisions of the laws of the State of Nevada, of these Articles
of Incorporation and of the By-Laws of the Corporation.
 
     D. The Board of Directors, a committee appointed by the Board of Directors,
or any stockholder entitled to vote in the election of directors generally may
make nominations for the election of directors. However, a stockholder entitled
to vote in the election of directors generally may nominate one or more persons
for election as directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been delivered
to or mailed and received by the Secretary of the Corporation at the principal
executive offices of the Corporation not later than (A) with respect to an
election to be held at an annual meeting of stockholders, ninety (90) days prior
to the date one year after the immediately preceding annual meeting of
stockholders, or (B) with respect to an election to be held at a special meeting
of stockholders, the close of business on the tenth (10th) day following the
date on which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (i) the name and address of the stockholder who intends
to make the nomination and of the person or persons to
be nominated; (ii) a representation that the stockholder is a holder of record
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (iii) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (iv) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (v) the consent of each nominee to serve as a director
of the Corporation if so elected. The presiding officer at the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
 
                                  ARTICLE EIGHT
                         LIABILITIES AND INDEMNIFICATION
 
     A.   Without limiting the limitation of liability of directors and officers
provided by, and subject to the exceptions enumerated in, NRS 78.138(7), a
director or officer of the Corporation shall not be individually liable to the
Corporation or its stockholders for any damages as a result of any act or
failure to act in the person's capacity as a director or officer unless it is
proven that: (i) the act or failure to act constituted a breach of the person's
fiduciary duties as a director or officer; and (ii) the breach of those duties
involved intentional misconduct, fraud or knowing violation of law. Neither the
amendment nor repeal of this Article Eight, nor the adoption of any provision of
the Articles of Incorporation inconsistent with this Article Eight shall
eliminate or reduce the effect of this Article Eight with respect to any matter
occurring, or any cause of action, suit or claim that, but for this Article
Eight would accrue or arise, prior to such amendment, repeal or adoption of any
inconsistent provision.
 
     B.   Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right that may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any By-law,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article Eight.
 
     Without limiting the application of the foregoing, the Board of Directors
may adopt By-laws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprises against any liability asserted against such person
and incurred in any such capacity or arising out of such status, whether or not
the Corporation would have the power to indemnify such person.
 
     The indemnification and advancement of expenses provided in this Article
Eight shall continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the heirs, executors and
administrators of such person.
 
                                  ARTICLE NINE
                        SPECIAL MEETINGS OF STOCKHOLDERS
 
     The right of stockholders to act by written consent pursuant to Section
78.320(2) of the Nevada Revised Statutes, or any successor statute, is hereby
expressly denied. The holders of the Series A Convertible Preferred Stock,
however, are permitted to act by written consent in accordance with the terms of
the Series A Convertible Preferred Stock of Overhill Farms, Inc.
 
     Special meetings of stockholders, for any purpose or purposes, unless
otherwise prescribed by Title 7, Chapter 78 of the NRS, may be called by the
Chairman of the Board of Directors, or the President, and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. In addition, the holders holding at least a majority of the
shares of Series A Convertible Preferred Stock then outstanding shall have the
right to call a special meeting of the stockholders of the Corporation for any
purpose; provided, however, such holders of Series A Convertible Preferred Stock
may not call a special meeting more than one time during any calendar year.
 
                                   ARTICLE TEN
                         ANNUAL MEETING OF STOCKHOLDERS
 
     At an annual meeting of stockholders, only such business shall be conducted
as shall have been brought before the meeting (A) by or at the direction of the
Board of Directors or (B) by any stockholder of the Corporation who complies
with the notice procedures set forth in this Article Ten. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than twenty (20)
days nor more than fifty (50) days prior to the meeting; provided, however, that
in the event that less than thirty (30) days' notice or prior public disclosure
of the date of the meeting is given or made to the stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting the
following information: (i) a brief description of the business proposed to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting; (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business; (iii) the
number of shares of the Corporation which are beneficially owned by the
stockholder; and (iv) any material interest of the stockholder in such business.
The presiding officer at an annual meeting shall, if he determines the facts so
warrant, determine and declare to the participants at the meeting that the
business was not properly brought before the meeting and in accordance with the
provisions of this Article Ten. Upon such determination and declaration, the
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Article Ten, a stockholder
seeking to have a proposal included in the Corporation's proxy statement shall
comply with the requirements of Regulation 14A under the Securities Exchange Act
of 1934, as amended.
 
                                 ARTICLE ELEVEN
                                    ELECTIONS
 
     A.   The provisions of NRS 78.378 to 78.3793, inclusive, as amended from
time to time, or any successor statute, relating to acquisition of a controlling
interest in the Corporation, shall not apply to the Corporation or to the
acquisition of a controlling interest in the Corporation by any existing or
future stockholder.
 
     B.   At such time as the Corporation becomes a "resident domestic
corporation" as defined in NRS 78.427, the Corporation shall not be subject to
the provisions of NRS 78.411 to 78.444, inclusive, as amended from time to time,
or any successor statute, relating to combinations with interested stockholders.
 
     IN WITNESS WHEREOF, the undersigned has set forth his hand this ____ day of
_____ 2002.
 
                                            OVERHILL FARMS, INC.
 
 
 
                                            ------------------------------------
                                            By:    James Rudis
                                            Its:   President
 

 

 

 

 

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

              -----------------------------------------------------

                         FOR NEVADA PROFIT CORPORATIONS

                         ------------------------------

          (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)

                             - REMIT IN DUPLICATE -

 

1. NAME OF CORPORATION: OVERHILL FARMS, INC.

                        ________________________________________________________

________________________________________________________________________________

 

 

2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (PROVIDE ARTICLES NUMBERS, IF

AVAILABLE):

 

                          SEE THE ATTACHED EXHIBIT "A"

________________________________________________________________________________

 

________________________________________________________________________________

 

________________________________________________________________________________

 

________________________________________________________________________________

 

3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION

ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH

GREATER PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE

BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF

INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS: 60% .*

 

4. OFFICER SIGNATURE (REQUIRED):

 

         /S/ JOHN L. STEINBRUN        JOHN L. STEINBRUN, CHIEF FINANCIAL OFFICER

         ---------------------        ------------------------------------------

 

 

                           TO CERTIFICATE OF AMENDMENT

 

                                       TO

 

                            ARTICLES OF INCORPORATION

 

                                       OF

 

                              OVERHILL FARMS, INC.

 

 

 

 

 

         THE FIRST PARAGRAPH OF ARTICLE NINE OF THE CORPORATION'S AMENDED AND

RESTATED ARTICLES OF INCORPORATION IS AMENDED AND RESTATED TO READ IN ITS

ENTIRETY AS FOLLOWS:

 

                  ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT A MEETING OF

         HOLDERS OF COMMON STOCK OF THE CORPORATION MAY BE TAKEN WITHOUT A

         MEETING IF, BEFORE THE ACTION IS TAKEN, THE BOARD OF DIRECTORS APPROVES

         THE ACTION AND A WRITTEN CONSENT THERETO IS SIGNED BY STOCKHOLDERS

         HOLDING AT LEAST A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING

         COMMON STOCK, EXCEPT THAT IF A DIFFERENT PROPORTION OF VOTING POWER IS

         REQUIRED FOR SUCH AN ACTION AT A MEETING, THEN THAT PROPORTION OF

         WRITTEN CONSENTS IS REQUIRED. ANY ACTION REQUIRED OR PERMITTED TO BE

         TAKEN AT A MEETING OF HOLDERS OF SERIES A CONVERTIBLE PREFERRED STOCK

         OF THE CORPORATION MAY BE TAKEN WITHOUT A MEETING IF, BEFORE OR AFTER

         THE ACTION, A WRITTEN CONSENT THERETO IS SIGNED BY STOCKHOLDERS HOLDING

         AT LEAST A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING SERIES A

         CONVERTIBLE PREFERRED STOCK, EXCEPT THAT IF A DIFFERENT PROPORTION OF

         VOTING POWER IS REQUIRED FOR SUCH AN ACTION AT A MEETING, THEN THAT

         PROPORTION OF WRITTEN CONSENTS IS REQUIRED.

[As Filed: 09/28/2003]