CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Global Telecommunication Solutions, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Global Telecommunication
Solutions, Inc. by the unanimous written consent of its members dated April 1,
2000, filed with the minutes of the board, duly adopted resolutions setting
forth a proposed amendment to the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendment is as follows:
RESOLVED, That the Restated Certificate of Incorporation of this
corporation be amended by changing the First Article thereof so that, as amended
said Article shall be and read as follows:
"The name of the corporation is Global iTechnology, Inc."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
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.
FOURTH: That this Certificate of Amendment of the Restated Certificate
of Incorporation shall be effective on July 10, 2000.
IN WITNESS WHEREOF, said Global Telecommunication Solutions, Inc. has
caused this certificate to be signed by Lee R. Montellaro, its Chief Financial
Officer, this 5th day of July, 2000.
GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
By: /s/ Lee R. Montellaro
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Lee R. Montellaro, Chief Financial Officer
