Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PC411, INC.
(Pursuant to Chapter 1, Title 8 of the General Corporation Law of the State of Delaware)
It is hereby certified that:
FIRST: The name of the corporation is PC411, Inc.
SECOND: The Certificate of Incorporation was filed with the Office of the Secretary of State on December 29,
1993.
THIRD: The Amendment of the Certificate of Incorporation of the corporation effected by this Certificate of
Amendment is (a) to increase the aggregate number of shares which the corporation shall have authority to issue
by authorizing 24,990,000 additional shares of Common Stock with a par value of $.01 per share and 4,990,000
additional shares of Preferred Stock with a par value of $.01 per share so that the aggregate number of shares
which the corporation shall have authority to issue shall be 30,000,000, 25,000,000 of which shall be shares of
Common Stock and 5,000,000 of which shall be shares of Preferred Stock, (b) to provide more detailed
provisions regarding the powers of the corporation and of its directors and of its stockholders, (c) to specify the
duration of the corporation, and (d) to add a provision regarding the rights of creditors and stockholders of the
corporation.
FOURTH: To accomplish the foregoing amendment, Article FOURTH relating to the number, class and par
value of the shares the Corporation is authorized to issue and Article SIXTH relating to the powers of the board
of directors are amended to read as follows, Article FIFTH regarding the rights of holders of Preferred Stock is
deleted and the following new Article FIFTH is substituted in lieu thereof and the following Article TENTH is
added:
"FOURTH: (a) AUTHORIZED SHARES. The aggregate number of shares which the Corporation shall have
authority to issue is 30,000,000, of which 25,000,000 shall be shares of Common Stock, par value $.01 per
share (the "Common Stock") and 5,000,000 shall be shares of Preferred Stock, par value $.01 per share