CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
LEVEL 8 SYSTEMS, INC.
* * * * *
Level 8 Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law
of the State of Delaware (the "Corporation"),
FIRST: That the Board of Directors of the Corporation, at a meeting of its members, filed with the minutes of the
board, duly adopted resolutions setting forth a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, The text of Article Six of the Corporation's Amended and Restated Certificate of Incorporation
prior to the start of subsection
6.A. PREFERRED STOCK will be deleted and replaced in its entirety with the following:
"6. The total number of shares of capital stock which the Corporation is authorized to issue is ninety five million
(95,000,000) shares, consisting of:
(i) eighty five million (85,000,000) shares of common stock, par value $.001 per share ("Common Stock"); and
(ii) ten million (10,000,000) shares of preferred stock, par value $.001 per share ("Preferred Stock").
The following is a statement of the designations and the powers, privileges and rights, and the qualifications,
limitations or restrictions thereof in respect of each class of capital stock of the Corporation."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders
of the Corporation was duly called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of