CERTIFICATE OF INCORPORATION
@TRACK COMMUNICATIONS, INC.
This Restated Certificate of Incorporation restates in its entirety the Certificate of Incorporation, as amended to
date, of @Track Communications, Inc., a corporation originally incorporated in Delaware as "HM Holding
Corporation" on January 28, 1994. This Restated Certificate of Incorporation has been duly adopted pursuant to
Section 245 of the Delaware General Corporation Law. This Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of Incorporation as heretofore amended to
date, and there is no discrepancy between those provisions and the provisions in this Restated Certificate of
The name of the corporation is @Track Communications, Inc.
The corporation is to have perpetual existence.
The purpose for which the corporation is organized is the transaction of any or all lawful business for which
corporations may be incorporated under the General Corporation Law of the State of Delaware.
The aggregate number of shares of capital stock which the corporation shall have authority to issue is
100,020,000 shares consisting of 100,000,000 shares of common stock, par value $0.01 per share (the
"Common Stock"), and 20,000 shares of preferred stock, par value $0.01 per share. Each holder of a share of
Common Stock shall be entitled to one vote for each share held in any stockholder vote in which any of such
holders is entitled to participate.
Simultaneously with the effective date of the filing of this Amendment to the Certificate of Incorporation (the
"Effective Date"), each five (5) shares of Common Stock (and each option, warrant and all other securities
convertible into shares of Common Stock, that represent the right to acquire five (5) shares of Common Stock)
of the corporation issued and outstanding or held as treasury shares immediately prior to the Effective