CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COVER-ALL TECHNOLOGIES INC.
(Pursuant to Section 242 of the General Corporation Law
of the State of Delaware)
COVER-ALL TECHNOLOGIES INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly adopted
by unanimous written consent certain resolutions setting forth the proposed
amendment to the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and calling for the submission of said amendment to
the stockholders of the Corporation pursuant to Section 242(b)(2) of the General
Corporation Law of the State of Delaware, and stating that such amendment will
be effective only after approval thereof by the holders of a majority of the
outstanding shares of common stock, par value $.01 per share, of the Corporation
entitled to vote thereon.
SECOND: That thereafter, pursuant to resolutions of the Board of
Directors of the Corporation, said amendment was submitted to the holders of all
of the common stock of the Corporation, and a majority of such holders at the
2000 Annual Meeting of Stockholders adopted the following resolution to amend
the Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation be, and it
hereby is, amended by deleting in its entirety the present Article
FOURTH and substituting in lieu thereof the following new Article
FOURTH:
"FOURTH: Capital Stock. The aggregate number of shares which
the Corporation shall have authority to issue shall be seventy-five
million (75,000,000) shares of common stock, par value $.01 per
share ("Common Stock")."
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.
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IN WITNESS WHEREOF, said COVER-ALL TECHNOLOGIES INC. has caused this
certificate to be signed by John Roblin, as its President and Chief Executive
Officer, and attested by Ann Massey, its Secretary, as of the 22nd day of June,
2000.
COVER-ALL TECHNOLOGIES INC.
By:_____________________________________
Name: John Roblin
Title: President and Chief Executive
Officer
ATTEST:
By:________________________________
Name: Ann Massey
Title: Secretary
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