Amendment and restatement of certificate of incorporation with exhibit

AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION Pursuant to ____________________ law, a corporation, whenever desired, may integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of filings made with the Secretary of State and, at the same time, it may also, with the requisite shareholder approval, further amend in any respect its certificate of incorporation. Based upon this statutory authority, the Board of Directors has approved a resolution recommending that the Company's shareholders amend and restate the Company's Amended Certificate of Incorporation to, among other things, (i) authorize the issuance of 45,000,000 shares of Class A Common Stock, $0. 10 par value per share, which Class A Common Stock will be identical to the Company's outstanding Common Stock, except for certain restrictions on its transferability, and (ii) effect a one-for-two, thousand reverse split of the Company's Common Stock. A copy of the proposed Certificate of Incorporation of the Company, as amended and restated, is attached hereto as Exhibit ""B"".