CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
NORRIS COMMUNICATIONS, INC.
(Pursuant to Sections 222 and 242 of the General Corporation Law of the State of Delaware)
NORRIS COMMUNICATIONS, INC., a corporation organized and existing under the General Corporation
Law of the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State
of Delaware on February 29, 1996, and was amended and restated on May 31, 1996 and further amended on
January 14, 1998.
SECOND: That the Board of Directors of the Corporation has duly adopted resolutions setting forth a proposed
amendments to the Certificate of Incorporation of the Corporation, declaring such amendments to be advisable
and directing that such amendments be submitted to the stockholders of the Corporation for approval. The
resolutions setting forth the proposed amendments are as follows:
"RESOLVED, that the Certificate of Incorporation of the Corporation be amended by amending Article FIRST
to read in full as follows:
`FIRST: The name of this corporation is e.Digital Corporation.' "
" FURTHER RESOLVED, that the Certificate of Incorporation of the Corporation be amended by amending
Article FOURTH to read in full as follows:
`FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is Two Hundred
Five Million (205,000,000), divided into Two Hundred Million (200,000,000) shares of common stock of the
par value of $.001 per share, and Five Million (5,000,000) shares of preferred stock of the par value of $.001
per share.' "
THIRD: That thereafter, pursuant to resolution of the Board of Directors, the annual meeting of stockholders of
said 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 fav