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CERTIFICATE OF AMENDMENT
TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VIEW TECH, INC.
View Tech, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware ("DGCL"), DOES HEREBY CERTIFY:
FIRST: That the name of the Corporation is View Tech, Inc.
SECOND: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on November 4,
1996. The original Certificate of Incorporation was amended by the Agreement and
Plan of Merger dated as of November 27, 1996. The Certificate of Amendment to
the Certificate of Incorporation was filed with the Secretary of State on May
18, 2000. The Amended and Restated Certificate of Incorporation was subsequently
filed on May 18, 2000 (such certificate, as amended and restated, the
"Certificate of Incorporation").
THIRD: FIRST ARTICLE of the Certificate of Incorporation is hereby
deleted in its entirety and added in its place is the following:
"FIRST: The name of the Corporation is Wire One Technologies,
Inc."
FOURTH: The amendment to the Certificate of Incorporation set forth
herein was duly adopted by the Board of Directors and a majority of stockholders
of the Corporation entitled to vote thereon in accordance with Section 242 of
the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Richard Reiss, its President and Chief Executive Officer, this 18th
day of May, 2000.
/s/ Richard Reiss
----------------------------
Richard Reiss, President and
Chief Executive Officer
