<PAGE> 1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
*****
PRT Group Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of PRT Group Inc.
resolutions were duly adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, That the Restated Certificate of Incorporation of this
corporation be amended by changing the First Article thereof so that, as amended
said Article shall be and read as follows:
"the name of the Corporation is Enherent Corp. (the "Corporation").
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the 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 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 Section 242 of the General Corporation Law
of the State of Delaware.
ACCORDINGLY, the Restated Certificate of Incorporation of this
corporation is hereby amended so as to change the First Article thereof to read
as follows in its entirety:
"the name of the Corporation is Enherent Corp. (the "Corporation")."
IN WITNESS WHEREOF, the Corporation as caused this Certificate of
Amendment to be signed by Dan S. Woodward, its Chief Executive Officer and
President this 12th day of July, 2000.
PRT Group Inc.
By: /s/ DAN S. WOODWARD
----------------------
Name: Dan S. Woodward
Title: CEO & President
