**CERTIFICATE OF AMENDMENTof theCERTIFICATE OF INCORPORATIONofTERAGLOBAL COMMUNICATIONS CORP.**

             TeraGlobalCommunications Corp., a corporation organized and existing under and by virtueof the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

             FIRST:  That at a meeting of the Board of Directorsof TeraGlobal Communications Corp., resolutions were duly adopted setting forthproposed 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 proposedamendment is as follows:

RESOLVED,that the Certificate of Incorporation of this corporation be amended bychanging the Article thereof numbered “4” so that, as amended said Articleshall be and read as follows:

“4.        The totalnumber of shares of stock which the corporation shall have authority to issueis (i) a total of 200,000,000 shares of Common Stock, par value $0.001 pershare and (ii) 13,000,000 shares of Preferred Stock, par value $0.001 pershare. The number of authorized shares of any class or classes of capital stockof the corporation may be increased or decreased (but not below the number ofshares thereof then outstanding) by the affirmative vote of the holders of amajority of the voting power of the stock of the corporation entitled to votegenerally in the election of directors, irrespective of the provisions ofSection 242(b)(2) of the Delaware Law or any corresponding provisionhereinafter enacted.   The Board ofDirectors is hereby empowered to authorize by resolution or resolutions, fromtime to time, the issuance of one or more classes or series of Preferred Stock andto fix the voting powers, full or limited, or no voting powers and thedesignations, preferences and relative, participating, optional or otherspecial rights, if any, and the qualifications or restrictions thereof, if any,with respect to each such class or series of Preferred Stock and the number ofshares constituting each such class or series, and to increase or decrease thenumber of shares of any such class or series to the extent permitted byDelaware Law.”

             SECOND:  That thereafter, pursuant to resolution ofits Board of Directors, a special meeting of the stockholders of saidcorporation was duly called and held, upon notice in accordance with Section222 of the General Coporation law of the state of Delaware at which meeting thenecessary number of shares as required by statute were voted in favor of theamendment.

             THIRD:  That said amendment was duly adopted inaccordance with the provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

             INWITNESS WHEREOF, said TeraGlobal Communications Corp. has caused thiscertificate to be signed by James A. Mercer III, its authorized officer, this28th day of June, 2001.

 

|   |   |   |   |   |   | BY:    | /s/  JAMES A. MERCER |
|--------|--------|--------|--------|--------|--------|--------|----------------------|
|   |   |   |   |   |   |   |                      |
|   |   |   |   |   |   |   | James  A. Mercer III |
|   |   |   |   |   |   |   | Secretary            |