Certificate of Amendment to
Certificate of Incorporation
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
ELECTRONIC CONTROL SECURITY INC.
UNDER SECTION 14A:7-2(4) OF THE
BUSINESS CORPORATION ACT
Pursuant to the provisions of Section 14A:7-2(4) of the Business Corporation Act of the State of New Jersey,
Electronic Control Security Inc. does hereby execute this certificate of amendment to its certificate of
FIRST: The name of the corporation is Electronic Control Security Inc.
SECOND: Attached hereto as Exhibit A is a true and correct copy of resolutions duly adopted by the Board of
Directors of the corporation on January 28, 2002 as required by Section 14A:7-2(3) of the New Jersey Business
Corporation Act, pursuant to which the corporation designates 1,100,000 shares of the class of preferred stock
authorized in the certificate of incorporation as "Series A Convertible Preferred Stock" and sets forth the relative
rights, preferences and limitations of said Series A Convertible Preferred Stock.
THIRD: The certificate of incorporation is amended so that the designation and number of shares of the Series A
Convertible Preferred Stock as acted upon in the attached resolutions and the relative rights, preferences and
limitations thereof are as stated in the resolutions.
Electronic Control Security Inc.
By: /s/ Arthur Barchenko
Arthur Barchenko, President
DETERMINATION AND DESIGNATION OF
SERIES A CONVERTIBLE PREFERRED STOCK
Rights, Preferences and Restrictions of Series A Convertible Preferred Stock. There are hereby designated from
the 5,000,000 shares of the class of preferred stock, par value $.01 per share, 1,100,000 shares of stock titled
"Series A Convertible Preferred Stock" (referred to herein as "Series A Preferred Stock"). The Series A
Preferred Stock shall have the designations, relative rights, preference, and limitations set forth below. For
purposes of this Certificat