<PAGE> 1
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
COGNITRONICS CORPORATION
Under Section 805 of the
Business Corporation Law
WE, THE UNDERSIGNED, Brian J. Kelley and Harold F. Mayer,
being respectively the president and secretary of Cognitronics
Corporation, hereby certify:
1. The name of the corporation is Cognitronics
Corporation.
2. The Certificate of Incorporation of the corporation was
filed by the Department on the 2nd day of January
1962..
3. The Certificate of Incorporation is amended to increase
the number of authorized shares of Common Stock, par
value $0.20 per share, of the corporation from
10,000,000 shares to 20,000,000 shares.
4. To effect the foregoing, Article THIRD relating to the
authorized capitalization of the corporation is amended
in its entirety to read as follows:
THIRD: The aggregate number of shares
which the Corporation shall have authority to
issue is 20,000,000. All such shares are of one
class, having a par value of Twenty Cents ($0.20)
each, and are designated Common Stock.
5. The above amendment to the Certificate of Incorporation
was authorized by the unanimous written consent of the
Board of Directors of the corporation on the 6th day of
April 2000 followed by the vote of the holders of a
majority of all outstanding shares entitled to vote
thereon at a meeting of the stockholders duly convened
and held on the 11th day of May 2000.
IN WITNESS WHEREOF, we have signed this certificate on
the 25th day of July 2000 and we affirm the statements contained
herein as true under the penalties of perjury.
/s/ Brian J. Kelley
Brian J. Kelley
President
/s/Harold F. Mayer
Harold F. Mayer
Secretary
