CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AVESIS INCORPORATED
Avesis Incorporated, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify that:
1. Resolutions setting forth a proposed amendment of the Certificate of
Incorporation of the corporation, declaring such amendment to be advisable and
submitting such amendment for the consideration of the stockholders of the
corporation were duly adopted by the Board of Directors of the corporation. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the first paragraph of Article 4 of the First Amended and
Restated Certificate of Incorporation of the corporation, as amended to
date, is hereby amended to read in its entirety as follows:
"Article 4. The Corporation shall have authority to issue Thirty
Million (30,000,000) shares of common stock, par value $.01 per share, and
Twelve Million (12,000,000) shares of preferred stock, par value $.01 per
share."
2. Thereafter, pursuant to a resolution of the Board of Directors, the
stockholders of the corporation approved the amendment.
3. The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by Joel H. Alperstein, its Treasurer, this 7th day of August, 2000.
AVESIS INCORPORATED
By: /s/ Joel H. Alperstein
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Joel H. Alperstein, Treasurer
