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DOCUMENT TITLE: Certificate of Amendment of Articles of Incorporation [CST]
SUBJECT: Recording an amendment to the Articles of Incorporation for the corporation known as "Church of Spiritual Technology" (CST)
PARTIES: Meade Emory and Sherman Lenske, drafters of the Amendment; Lyman D. Spurlock, President of CST; Leo Johnson, Secretary of CST; Sherman Lenske, Stephen Lenske, and Lawrence E. Heller as Special Directors of CST

BACKGROUND AND NOTES

Among other things, this 9 April 1986 amendment to the Articles of Incorporation for CST removes from the original statement of Article Seven (VII) the following language: "In keeping with the religious purposes to which the corporation's property is irrevocably dedicated."

This amemdment also changes the distribution of the assets upon winding up and dissolution of the corporation, which can be compared to the original Articles, filed on 28 May 1982.

Although executed on 9 April 1986, the date where we have chosen to place it in the chronology, it was not filed until 13 May 1986, and stamped 14 May 1986.


State of California
Office of the Secretary of State

I, MARCH FONG EU, Secretary of State of the State
of California, hereby certify:

That the annexed transcript has been compared with
the record on file in this office, of which it purports to be
a copy, and that the same is full, true and correct.

IN WITNESS HEREOF, I execute
this certificate and affix the Great
Seal of the State of California this

{STAMP}    MAY 14 1986
{SEAL}
{SIGNED}   {MARCH FONG EU}
Secretary of State

{STAMPED}
{ENDORSED}
{FILED}
{In the office of the Secretary of State}
{of the State of California}
{May 13 1986}
{March Fong Eu Secretary of State}


             CERTIFICATE OF AMENDMENT
                        OF
             ARTICLES OF INCORPORATION
          CHURCH OF SPIRITUAL TECHNOLOGY

Rev. Lyman D. Spurlock and Rev. Leo Johnson certify that:

   1.  They are the President and Secretary respectively, of
CHURCH OF SPIRITUAL TECHNOLOGY, a California nonprofit religious
corporation.

   2.  The Articles of Incorpoation [sic] shall be amended in
respect to Article VII as follows:

                           ARTICLE VII

              DISPOSITION OF THE CORPORATION'S ASSETS
                         UPON DISSOLUTION

   Upon the winding up and dissolution of the corporation
   and after payment or adequate provision is made for its
   debts and obligations, the corporation's remaining assets
   shall be distributed among one or more organizations
   which are described in section 501(c)(3) of the
   Internal Revenue Code and which are organized exclusively
   for purposes of the religion of Scientology as founded
   by L. Ron Hubbard.

   3.  The corporation has no members and the Bylaws provide
that the right to amend the articles resides in the corporation's
Directors and Trustees.  The Directors and Trustees have
unanimously adopted the foregoing amendment to the Articles of
Incorporation.


                              {SIGNED} {Lyman D. Spurlock}
                              ----------------------------
                              Rev. Lyman D. Spurlock, President

                              {SIGNED} {Leo Johnson}
                              ----------------------------
                              Rev. Leo Johnson, Secretary

   The undersigned declare under penalty of perjury that the
matters set forth in the foregoing certificate are true of their
own knowledge.

   Executed at Los Angeles, California on {April 9, 1986}


                              {SIGNED} {Lyman D. Spurlock}
                              ----------------------------
                              Rev. Lyman D. Spurlock, President

                              {SIGNED} {Leo Johnson}
                              ----------------------------
                              Rev. Leo Johnson, Secretary

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