Article “SECOND” (relating to the purposes of the Corporation) of the Certificate of Incorporation will be replaced in its entirety and a new Article “SECOND” is substituted in lieu thereof to modify the purpose of the Corporation pursuant to authority of the Business Corporation Law;

Article “THIRD” (relating to the amount of stated capital) of the Certificate of Incorporation will be replaced in its entirety and a new Article “THIRD” is substituted in lieu thereof to reflect the reduction of the stated capital of the Corporation from $12,500,000 to $10 arising from (A) the decrease in the Corporation’s previously authorized 120,000,000 shares of common stock having a par value $.10 per share, to 1,000 shares of common stock having no par value (of which 1,000 shares are issued for which the entire consideration received therefor was $10) and (B) the decrease in the Corporation’s previously authorized 500,000 shares of Preferred Stock having a par value of $1.00 per share.

Article “FOURTH” (relating to the aggregate number of shares which the Corporation is authorized to issue, the par value thereof, the classes into which the shares are divided, and the dividend rights of such classes; the authority of the board of directors to issue the preferred shares in series and provide for the relative voting, dividend, liquidation and other rights, preferences and limitations of such series) of the Certificate of Incorporation will be replaced in their entirety and a new Article “FOURTH” is substituted in lieu thereof, which (A) decreases the Corporation’s previously authorized 120,000,000 shares of common stock having a par value of $.10 per share (of which 1,000 shares were issued) to 1,000 shares of common stock having no par value (of which 1,000 shares are issued), with the decrease resulting in all previously authorized (including issued and unissued) shares of common stock above 1,000 being cancelled and (B) cancels the previously authorized 500,000 shares of preferred stock having par value $1.00 share (of which no shares were issued).

Article “FIFTH” (relating to preemptive rights of the shareholders) of the Certificate of Incorporation is deleted in its entirety;

Article “SIXTH” (relating to the office of the Corporation) of the Certificate of Incorporation will be replaced in its entirety and a new Article “FIFTH” is substituted in lieu thereof to re-number the paragraphs;

Article “SEVENTH” (relating to the address for service of process on the Corporation and the registered agent of the Corporation) of the Certificate of Incorporation will be replaced in their entirety and a new Article “SIXTH” is substitute in lieu thereof to change (A) the post-office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon it and (B) name and address of the registered agent of the Corporation.

Articles “EIGHTH” (relating to the regulation and conduct of the affairs of the Corporation), “NINTH” (relating to the numbers and classes of the board of directors of the Corporation and “TENTH” (relating to liability of directors) of the Certificate of Incorporation are deleted in their entirety;