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AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
NETRIX CORPORATION
Pursuant to
Sec. 242 of the Delaware General Corporation Law
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The undersigned, Jay R. Schifferli, being the Vice President and
Secretary of Netrix Corporation (the "Corporation"), hereby certifies that:
1. The name of the Corporation is Netrix Corporation.
2. The Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on March 9, 1987.
3. Article First of the Corporation's Certificate of
Incorporation shall be deleted and the following substituted therefor:
"FIRST: The name of the Corporation is Nx Networks, Inc.
(the "Corporation")."
4. This Certificate shall become effective at 12:01 a. m. on
September 19, 2000.
5. This Amendment to the Certificate of Incorporation of the
Corporation was duly authorized in accordance with Section 242 of the Delaware
General Corporation Code by the unanimous written consent of the Board of
Directors of the Corporation and the consent of a majority of the outstanding
shares of the Corporation entitled to vote on the proposal to adopt this
Amendment at a duly noticed and conducted annual meeting of stockholders held on
June 23, 2000.
IN WITNESS WHEREOF, the undersigned has subscribed this document on the
13th day of September, 2000, and does hereby affirm, under the penalty of
perjury, that the statements contained herein are true and correct.
/s/ Jay R. Schifferli
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Jay R. Schifferli
Vice President and Secretary
