Thinkengine Networks, Inc. Watch

from 8-K ~20 pages Amended and Restated Bylaws

from 8-K ~20 pages Articles of Incorporation or Bylaws

from 8-K ~5 pages Certificate of Incorporation

from 10-K 1 page Certificate of Change of Cognitronics Corporation Under Section 805-A of the Business Corporation Law 1. the Name of the Corporation Is Cognitronics Corporation. if Applicable, the Original Name Under Which It Was Formed Is 2. the Certificate of Incorporation of Said Corporation Was Filed by the Department of State on 1/2/62. 3. the Address of C T Corporation System as the Registered Agent of Said Corporation Is Hereby Changed From C/O C T Corporation System, 1633 Broadway, New York, Ny 10019 to C/O C T Corporation System, 111 Eighth Avenue, New York, New York 10011. 4. Notice of the Above Changes Was Mailed to the Corporation by C T Corporation System Not Less Than 30 Days Prior to the Date of Delivery to the Department of State and Such Corporation Has Not Objected Thereto. 5. Notice of the Above Changes Was Mailed to the Corporation by C T Corporation System Not Less Than 30 Days Prior to the Date of Delivery to the Department of State and Such Corporation Has Not Objected Thereto. 6. C T Corporation System Is Both the Agent of Such Corporation to Whose Address the Secretary of State of Required to Mail Copies of Process and the Registered Agent of Such Corporation. in Witness Whereof, I Have Signed This Certificate on September 1, 1999 and Affirm the Statements Contained Herein as True Under Penalties of Perjury. C T Corporation System By: /S/ Kenneth J. Uva Kenneth J. Uva Vice President

from 10-Q 1 page <page> 1 Certificate of Amendment of the Certificate of Incorporation of Cognitronics Corporation Under Section 805 of the Business Corporation Law We, the Undersigned, Brian J. Kelley and Harold F. Mayer, Being Respectively the President and Secretary of Cognitronics Corporation, Hereby Certify: 1. the Name of the Corporation Is Cognitronics Corporation. 2. the Certificate of Incorporation of the Corporation Was Filed by the Department on the 2nd Day of January 1962.. 3. the Certificate of Incorporation Is Amended to Increase the Number of Authorized Shares of Common Stock, Par Value $0.20 Per Share, of the Corporation From 10,000,000 Shares to 20,000,000 Shares. 4. to Effect the Foregoing, Article Third Relating to the Authorized Capitalization of the Corporation Is Amended in Its Entirety to Read as Follows: Third: The Aggregate Number of Shares Which the Corporation Shall Have Authority to Issue Is 20,000,000. All Such Shares Are of One Class, Having a Par Value of Twenty Cents ($0.20) Each, and Are Designated Common Stock. 5. the Above Amendment to the Certificate of Incorporation Was Authorized by the Unanimous Written Consent of the Board of Directors of the Corporation on the 6th Day of April 2000 Followed by the Vote of the Holders of a Majority of All Outstanding Shares Entitled to Vote Thereon at a Meeting of the Stockholders Duly Convened and Held on the 11th Day of May 2000. in Witness Whereof, We Have Signed This Certificate on the 25th Day of July 2000 and We Affirm the Statements Contained Herein as True Under the Penalties of Perjury. /S/ Brian J. Kelley Brian J. Kelley President /S/Harold F. Mayer Harold F. Mayer Secretary