CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION OF
A DELAWARE CORPORATION
The undersigned, Eli Harari and Cindy L. Burgdorf, hereby certify that:
ONE: They are the duly elected and acting President and Secretary, respectively, of said corporation.
TWO: The Amended and Restated Certificate of Incorporation of said corporation, filed on November 13,
1995, as amended by the Certificate of Designations of said corporation, filed on April 24, 1997, shall be
amended as set forth in this Certificate of Amendment.
THREE: Section A of ARTICLE IV of the Amended and Restated Certificate of Incorporation is amended to
read in its entirety as follows:
"A. CLASSES OF STOCK. This corporation is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The total number of shares that the corporation is
authorized to issue is One Hundred Twenty Nine Million (129,000,000) shares, par value $0.001 per share. One
Hundred Twenty Five Million (125,000,000) shares shall be Common Stock and Four Million (4,000,000)
shares shall be Preferred Stock.
* * *
FOUR: The foregoing Certificate of Amendment has been duly approved by the Board of Directors of the
FIVE: The foregoing Certificate of Amendment has been duly approved by the requisite number of shares of the
Corporation in accordance with Sections 902 and 903 of the California Corporation Code. The total number of
shares entitled to vote with respect to the foregoing amendment was 27,620,160 shares of Common Stock. The
number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such
required vote being a majority of the outstanding shares of Common Stock. No shares of Preferred Stock are
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment on December 9,
The undersigned certify under penalty of perjury that they have read the foregoing Certi