CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
U.S. ENERGY SYSTEMS, INC.
U.S. Energy Systems, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), does hereby certify as follows:
FIRST: The name of the Corporation is U.S. Energy Systems, Inc.
SECOND: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of Delaware on May 6, 1981, under the name
of "Cogenic Energy Systems, Inc."
THIRD: Article Fourth of the Amended and Restated Certificate of
Incorporation is hereby amended to increase the authorized shares of Common
Stock and Preferred Stock of the corporation.
FOURTH: To accomplish the forgoing amendment, Article Fourth of the
Amended and Restated Certificate of Incorporation relating to the capital of the
corporation is hereby amended by striking out paragraph I of said Article Fourth
thereof and substituting in lieu thereof, the following new paragraph:
"The total number of shares of stock which the Corporation
shall have authority to issue is Fifty Million (50,000,000)
shares of Common Stock and the par value of each such share is
One Cent ($0.01); and Ten Million (10,000,000) shares of
Preferred Stock and the par value of each such share is One
Cent ($0.01). The Board of Directors shall determine, at its
discretion, all rights and privileges to be attached to such
Preferred Stock."
FIFTH: The amendment of the Amended and Restated Certificate of
Incorporation herein certified has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, I have subscribed this document as of this
10th day of July, 2000 and do hereby affirm, under the penalties of perjury,
that the statements contained herein have been examined by me and are true and
correct.
U.S. ENERGY SYSTEMS INC.
By: /s/ Seymour J. Beder
--------------------
Name: Seymour J. Beder
Title Secretary
1155796
