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Secretary of Deleware Secretary of State Division of Corporations Filed 09:00 Am 09/26/1991 912705028 - 2271209 Certificate of Amendment of Certificate of Incorporation Sims Communications 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 at a Meeting of the Board of Directors of Sims Communications Inc., Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the - 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 Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered " Fourth" So That, as Amended Said Article Shall Be and Read as Follows: "The Amount of Total Authorized Capital of This Corporation Is 5,000,000 Shares of .0001 Par Value. " Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special 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 of the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. Third: That Said Amendment as Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Sims Communications Inc. Has Caused Its Corporate Seal to Be Hereunto Affixed and This Certificate to Be Signed by Donald M. Marks Its President and James J. Caprio - Its Secretary, This 19 Day of September, 1991. -- /S/ James J. Caprio /S/ Donald M. Marks - Secretary President <page>
