AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
AMERICAN CLAIMS EVALUATION, INC.
(Under Section 807 of the Business Corporation Law of the State of New York)
1. The name of the corporation is AMERICAN CLAIMS EVALUATION, INC.
2. The Certificate of Incorporation of the corporation was originally filed by the Department of
State of the State of New York on December 11, 1981.
3. The Certificate of Incorporation as now in full force and effect is hereby amended to effect the
following changes authorized in Section 801 of the Business Corporation Law:
1. To change the purposes of the corporation.
2. To increase the total number of authorized shares of common stock, par value $.01 per
share, from ten (10) million shares to twenty (20) million shares.
3. Article SEVENTH relating to permitting the corporation’s shareholders to act without a
meeting by written consent of the holders of less than all of the outstanding shares shall be
4. Article EIGHTH relating to prescribing a majority vote of the outstanding shares for the
adoption or approval of a plan of merger or consolidation, the sale, lease, exchange or
other disposition of all or substantially all of the assets of the corporation, or a plan of
binding share exchanges shall be added.
4. The Certificate of Incorporation is being restated as amended and set forth in its entirety as
FIRST : The name of the proposed corporation is AMERICAN CLAIMS EVALUATION,
SECOND : The purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the Business Corporation Law, provided that it is not formed
to engage in any act or activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being obtained.
For the accomplishment of the aforesaid purpose, and in furtherance thereof, the corporation
shall have and may exercise all of the powers, right