CERTIFICATE OF MERGER
U.S. PAWN, INC.
(A Colorado Corporation)
with and into
U.S. HOME SYSTEMS, INC.
(A Delaware Corporation)
Pursuant to Title 8, Section 252(c) of the General Corporation Law of the State of Delaware, U.S. Home
Systems, Inc., a Delaware corporation certifies that:
FIRST: The name and state or jurisdiction of incorporation of each of the constituent corporations to the Merger
(as hereinafter defined) is as follows:
SECOND: Resolutions of the Agreement and Plan of Merger have been approved and duly adopted by the
written consent of the Board of Directors of U.S. Home Systems, Inc. pursuant to Section 141(f) of the
Delaware General Corporation Law authorizing the merger of U.S. Pawn, Inc. with and into U.S. Home
Systems, Inc., with U.S. Home Systems, Inc. being the surviving corporation (the "Merger"), in accordance with
Section 252 of the General Corporation Law of Delaware. A copy of such resolutions dated as of January 5,
2001 is attached as Exhibit A hereto.
THIRD: The name of the surviving corporation is U.S. Home Systems, Inc., a Delaware corporation.
FOURTH: The Certificate of Incorporation of U.S. Home Systems, Inc., a Delaware corporation, shall be the
Certificate of Incorporation and Bylaws of the surviving corporation.
FIFTH: The merger shall be effective upon the filing of this Certificate of Merger.
SIXTH: A copy of the executed Agreement and Plan of Merger is on file at 750 State Highway 121, Suite 170,
Lewisville, Texas 75067, the place of business of the surviving corporation.
SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation on
request and without cost, to any stockholder of the constituent corporation.
EIGHTH: The authorized capital stock of U.S. Pawn, Inc. consists of 30,000,000 shares of common stock, no
par value, and 1,000,000 shares of preferred stock, $10.00 par value.
IN WITNESS WHEREOF, the surviving corporation has caused this certificate to be executed by an aut