CERTIFICATE OF INCREASE
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
U.S. ENERGY SYSTEMS, INC.
(Pursuant to Section 151 of the Delaware General Corporation Law)
-----------------------------
U.S. Energy Systems, Inc., a Delaware corporation acting pursuant to
Section 151 of the General Corporation Law of Delaware, does hereby submit the
following Certificate of Increase of additional shares of its Series A
Convertible Preferred Stock.
FIRST: The name of the corporation is U.S. Energy Systems, Inc. (the
"Corporation").
SECOND: The certificate of designation of the Corporation with
respect to its Series A Convertible Preferred Stock was filed with the Secretary
of State of Delaware on March 23, 1998.
THIRD: The Board of Directors of the Corporation duly adopted the
following resolution as of July 28, 2000:
RESOLVED, that the Corporation hereby designates an additional
538,888 shares of the Corporation's Preferred Stock which is authorized to be
issued as Series A Convertible Preferred Stock, such that the number of shares
of the Corporation's Preferred Stock which is designated as Series A Convertible
Preferred Stock shall be a total of 1,138,888 shares and the officers of the
Corporation are authorized and directed to file with the Secretary of State of
Delaware a Certificate of Increase to that effect.
IN WITNESS WHEREOF, this certificate has been subscribed on the date
set forth below by the undersigned, who affirms that the statements made herein
are true under the penalties of perjury.
Executed on this 31st day of July, 2000.
/s/Goran Mornhed
------------------------
Goran Mornhed, President
