RESTATED CERTIFICATE OF INCORPORATION
(Changed herein to "Dix Hills Equities Group, Inc.")
(Under Section 242 of the Delaware General Corporation Law)
This Restated Certificate of Incorporation was proposed to the stockholders of TeraCom, Inc., a corporation
organized under the laws of the State of Delaware (the "Corporation") by the Board of Directors on December
14, 1988, and duly adopted by the requisite number of stockholders entitled to vote, in accordance with the
provisions of the Delaware General Corporation Law, as amended. The Certificate of Incorporation as
previously and herewith amended is hereby restated to read in its entirety as follows:
FIRST: The name of the corporation is Dix Hills Equities Group, Inc. (the "Corporation").
SECOND: The address of the registered office of the Corporation in the State of Delaware shall be at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.
The name and address of the Corporation's registered agent in the State of Delaware is the Corporation Trust
Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may
now or hereafter be organized under the General Corporation Law of the State of Delaware.
FOURTH: 1. The total. number of shares of stock which the Corporation shall have authority to issue is Two
Hundred Ten Million (210,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of
Common Stock, par value $0.001 per share (the "Common Stock"), and Ten Million (10,000,000) shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock").
2. Shares of Preferred Stock may be issued from time to time in one or more series as may be established from
time to time by resolution of the Board of Directors of the Corporation (the "Board of Directors"), each of which
series shall consist of such numb