**EXHIBIT 3(1)**

 

[LOGO OF NEW YORK STATE]

 

The University of the State of New York

 
| STATE OF NEW  YORK | :    |   |
|--------------------|------|--------|
|               | : SS |   |
| COUNTY OF  ALBANY  | :    |   |

 

Pursuant tothe provisions of Section 402 of the Business Corporation Law, consent ishereby given to the filing of the annexed certificate of incorporation of

 

SCHOOL FOR COMPUTER STUDIES, INC.

 

as a business corporation underthe provisions of said section.

 

This consent,however, shall in no way be construed as an approval by the Board of Regents,Commissioner of Education or Education Department of the purposes and objectsof this corporation, nor shall it be construed as giving the officers or agentsof this corporation the right to use the name of the Board of Regents,Commissioner of Education, University of the State of New York or EducationDepartment in its publications and advertising matter, nor shall it be deemedto be a waiver of the approval of the Board of Regents for the conduct of acorrespondence school by such corporation, as provided in Section 5002 of the EducationLaw, nor shall it be deemed to be, or take the place of, a license granted bythe Board of Regents pursuant to the provisions of Section 5001 of theEducation Law.

 

IN WITNESSWHEREOF, I, James E. Allen, Jr., Commissioner of Education of the State of NewYork, for and on behalf of the State Education Department, do hereunto set myhand and affix the seal of the State Education Department, at the City ofAlbany, this 24th day of April 1968.

 
| [SEAL]                     |
|----------------------------|
|                       |
| /s/ James E.  Allen, Jr.   |   |
| Commissioner  of Education |

 

CERTIFICATE OF INCORPORATION

 

-of-

 

SCHOOL FOR COMPUTER STUDIES, INC.

 

Under Section 402 of the Business Corporation Law

 

Theundersigned, a natural person over the age of twenty-one, desiring to form acorporation pursuant to the provisions of the Business Corporation Law of theState of New York, hereby certifies as follows:

 

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FIRST: Thename of the corporation is SCHOOL FOR COMPUTER STUDIES, INC. hereinaftersometimes called “the Corporation”.

 

SECOND: Thepurposes for which it was formed are as follows:

 

The businessof training people in computer programming and the operation of computer andrelated equipment.

 

To purchase,manufacture, produce, assemble, receive, lease or in any manner acquire, hold,own, use, operate, install, maintain, service, repair, process, alter, improve,import, export, sell, lease, assign, transfer and generally to trade and dealin and with, raw materials, natural or manufactured articles or products,machinery, equipment, devices, systems, parts, supplies, apparatus and personalproperty of every kind, nature or description, tangible or intangible, used orcapable of being used for any purpose whatsoever and to engage and participatein any mercantile, manufacturing or trading business of any kind or character.

 

To purchase,receive, lease or otherwise acquire and to manage, hold, own, use, improve,convey, sell, mortgage, or otherwise deal in and with lands, buildings and realproperty of every description, or any interest therein.

 

To adopt,apply for, obtain, register, purchase, lease or otherwise acquire and tomaintain, protect, hold, use, own, exercise, develop, manufacture under,operate and introduce, and to sell and grant licenses or other rights inrespect of, assign or otherwise dispose of, turn to account, or in any mannerdeal with and contract with reference to, any trademarks, tradenames, patents,patent rights, concessions, franchises, designs, copyrights and distinctivemarks and rights analogous thereto, and inventions, devices, improvements,processes, recipes, formulae, royalties and royalty rights and the like,including such thereof as may be covered by, used in connection with, orsecured or received under, Letters Patent of the United States of America orelsewhere or otherwise, and any licenses in respect thereof and any and allrights connected therewith or appertaining thereto.

 

In furtheranceof its corporate business and subject to the limitations prescribed by statute,to acquire by purchase, exchange or otherwise, all or any part of, or anyinterest in, the properties, assets, business and goodwill of any one or morecorporations, associations, partnerships, firms, syndicates or individuals andto pay for the same in cash, property of its own or other securities; to hold,operate, reorganize, liquidate, mortgage, pledge, sell, exchange, or in anymanner dispose of the whole or any part thereof; and, in connection therewith,to assume or guarantee performance of any liabilities, obligations or contractsof corporations, associations, partnerships, firms, syndicates or individuals,and to conduct in any lawful manner the whole or any part of any business thusacquired.

 

To acquire orbecome interested in, whether by subscription, purchase, underwriting, loan,participation in syndicates or otherwise, to own, hold, to sell, assign orotherwise dispose of, or in any manner to deal in or with, stocks, bonds,debentures, warrants, rights, scrip, notes, evidences of indebtedness, or othersecurities or obligations of

 

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any kind bywhomsoever issued; to exercise in respect thereof all powers and privileges ofindividual ownership or interest therein, including the right to vote thereonfor any and all purposes; to consent, or otherwise act with respect thereto,without limitations; and to issue in exchange therefore the corporation’sstock, bonds, debentures, warrants, rights, scrip, notes, evidence ofindebtedness or other securities or obligations of any kind.

 

To borrowmoney for its corporate purposes, and to make, accept, endorse, execute andissue promissory notes, bills of exchange, bonds, debentures or otherobligations from time to time, for the purchase of property, or for any purposerelating to the business of the company, and if deemed proper, to accrue thepayment of any such obligations by mortgage, pledge, guarantee, deed of trustor otherwise.

 

To lend itsuninvested funds from time to time to such extent, on such terms and on suchsecurity, if any, as the Board of Directors of the corporation may determine.

 

In furtheranceof its corporate business and subject to the limitations prescribed by statute,to be a promoter, partner, member, associate or manager of other businessenterprises or ventures, or to the extent permitted in any other jurisdictionto be an incorporator of other corporations of any type or kind and toorganize, or in any way participate in the organization, reorganization, mergeror liquidations of any corporation, association or venture and the managementthereof.

 

Subject to thelimitations prescribed by statute and in furtherance of its corporate business,to pay pensions, establish and carry out pension, profit sharing, share bonus,share purchase, share option, savings, thrift and other retirement, incentiveand benefit plans, trusts and provisions for any or all of its directors,officers and employees.

 

To conduct itsbusiness in all or any of its branches, so far as permitted by law, in theState of New York, and in all other states of the United States of America, inthe territories and the District of Columbia and in any or all dependencies orpossessions of the United States of America, and in foreign countries, and tohold, possess, purchase, lease, mortgage and convey real and personal propertyand to maintain offices and agencies either within or outside the State of NewYork.

 

To carry outall or any part of the foregoing purposes as principal, factor, agent, broker,contractor or otherwise, either alone or in conjunction with any persons,firms, associations, corporations or others in any part of the world; and incarrying on its business and for the purpose of attaining or furthering any ofits purposes, to make and perform contracts of any kind and description, and todo anything and everything necessary, suitable, convenient or proper for theaccomplishment of any of the purposes herein enumerated.

 

For theaccomplishment of the aforesaid purposes, and in furtherance thereof, thecorporation shall have and may exercise all of the powers conferred by theBusiness Corporation Law upon corporations formed thereunder, subject to anylimitations contained in Article 2 of

 

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said law or in accordance with the provisions of any other statute ofthe State of New York.

 

THIRD: Theoffice of Corporation in the State of New York is to be located in City, Countyand State of New York.

 

FOURTH: theaggregate number of shares which the Corporation shall have authority to issue is1,000,000 shares of the par value of $.10 each.

 

FIFTH: TheSecretary of State is designated as the agent of the Corporation upon whomprocess against the Corporation may be served, and the address to which theSecretary of State shall mail a copy of any process against the Corporationserved upon him is Room 2201, 60 East 42nd Street, New York, New York 10017.

 

SIXTH: Thefollowing provisions are inserted for the regulation and conduct of thebusiness and affairs of the Corporation and are in furtherance of and not inlimitation or exclusion of any powers conferred upon it by statue:

 

(A) No holdersof shares of the corporation of any class, now or hereafter authorized, shallhave any preferential or preemptive right to subscribe for, purchase or receiveany shares of the corporation of any class, now or hereafter authorized, or anyoptions or warrants for such shares, or any rights to subscribe to or purchasesuch shares, or any securities convertible into or exchangeable for suchshares, which may at any time be issued, sold or offered for sale by thecorporation.

 

(B) Thebusiness and affairs of the corporation shall be managed by the shareholders,except that the Board of Directors shall adopt and cause to be certified allresolutions required by the banks in which corporate accounts are maintained.

 

(C) Allofficers of the corporation shall be elected by the shareholders.

 

IN WITNESSWHEREOF, the undersigned has signed and acknowledge this Certificate this 29thday of March, 1968.

 
| **Name**              |   | **Address**          |
|-----------------------|--------|----------------------|
|                  |   |                 |
| /s/ Robert  I. Matson |   |                 | 5 Harmony  Lane |
| Robert I. Matson      |   | Hartsdale,  New York |
|                       |        |                      |  |

 

 
| STATE OF NEW  YORK  | )                             |
|---------------------|-------------------------------|
|                | :    ss.: |
| COUNTY OF  NEW YORK | )                             |

 

On this 29thday of March, 1968, before me personally came ROBERT I. MATSON, to me known andknown to me to be the individual described in and who executed the foregoingCertificate, and he duly acknowledged to me that he executed the same.

 

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|   | /s/ Dorothy Cohen                 |
|--------|-----------------------------------|
|   | [SEAL]                            |
|   | DOROTHY COHEN                     |
|   | NOTARY PUBLIC, State of New York  |
|   | No. [ILLEGIBLE]                   |
|   | Qualified in New York County      |
|   | Commission Expires March 30, 1969 |

 

CERTIFICATE

 

OF

 

INCORPORATION

 

OF

 

SCHOOL FOR COMPUTER STUDIES, INC.

 

STATE OF NEW YORK

 

DEPARTMENT OF STATE

 

FILED APR 25 1968

 

TAX $50

 

FILING FEE $50

 
| /s/  [ILLEGIBLE]    |                  |
|---------------------|-----------------------|
|                |                  |
| Secretary of  State |                  |
|                |                  |
| By                  |  /s/ [ILLEGIBLE] |   |
|                |                  |
| P-31 NY             |                  |
|                     |                       |  |  |

 

MATSON, KASS, GOODKIND & WECHSLER60 EAST 42ND STREET, NEW YORK, N.Y. 10017

 

CERTIFICATE OF AMENDMENTOF THECERTIFICATE OF INCORPORATIONOFSCHOOL FOR COMPUTER STUDIES, INC.UNDER SECTION 805 OF THEBUSINESS-CORPORATION LAW.

 

We, theundersigned, Herbert Lindo, the President, and Michael DeBartolo, theSecretary, of SCHOOL FOR COMPUTER STUDIES, INC. (the “Corporation”) herebycertify:

 

1) The name ofthe Corporation is SCHOOL FOR COMPUTER STUDIES, INC.

 

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2) TheCertification of Incorporation was filed by the Department of State on April25, 1968.

 

3) TheCertificate of Incorporation is amended as authorized by Sections 801(b)(1) and801(b)(11) of the Business Corporation Law to increase the presently authorized1,000,000 Common Shares, each at a par value of $.01 into 3,000,000 CommonShares, each at a par value of $.01, and to change the name of the Corporationto KENILWORTH RESEARCH & DEVELOPMENT CORPORATION.

 

4) ParagraphFIRST of the Certificate of Incorporation is amended to read as follows:

 

“The name ofthe corporation is KENILWORTH RESEARCH & DEVELOPMENT CORPORATION,hereinafter sometimes called “the corporation”.”

 

5) ParagraphFOURTH of the Certificate of Incorporation which refers to the number ofauthorized shares is amended to read as follows:

 

“The aggregatenumber of shares which the Corporation shall have authority to issue is3,000,000 shares of the par value of $.01 each.”

 

6) Theamendment of the Certificate of Incorporation was authorized by vote of theholders of a majority of all outstanding shares entitled to vote hereon at anAnnual Meeting of the shareholders of the Corporation on July 13, 1972.

 

IN WITNESSWHEREOF, the undersigned have signed this Certificate under the penalty ofperjury.

 
| **Name**               |         | **Address**         |
|------------------------|--------------|---------------------|
|                   |         |                |
| /s/ Herbert  Lindo     | President    | 54  Kenilworth Road |
| Herbert  Lindo         |         | Mineola, New  York  |
|                   |         |                |
| /s/ Michael  DeBartolo | Secretary    | 71 Chestnut  Street |
| Michael  DeBartolo     |         | Hicksville,  N.Y.   |
|                   |         |                |
| STATE OF NEW  YORK     | )            |                |   |   |
|                   | :  ss : |                |   |   |
| COUNTY OF  NEW YORK    | )            |                |   |   |
|                        |              |                     |  |  |  |

 

HERBERT LINDO, being dulysworn, deposes and says that he is one of the persons who signed the foregoingCertificate; that he signed the Certificate of Amendment in the capacity setopposite his signature thereon; that he has read the foregoing Certificate andknows the content thereof; and that the statements contained therein are trueto his own knowledge.

 

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|                                             | /s/ Herbert  Lindo, |   | President |
|--------------------------------------------------|---------------------|--------|-----------|
|                                             | Herbert  Lindo      |
|                                             |                |
| Sworn to  before me  this 13th day of July, 1972 |
|                                             |
| /s/  [ILLEGIBLE]                                 |                |   |
|                                             |
| Notary  Public                                   |
|                                             |
| [ILLEGIBLE]                                      |
| Notary  Public State of New York                 |
| No.  41-7055890 [ILLEGIBLE]                      |
| Comm Expires  [ILLEGIBLE]                        |
|                                                  |                     |        |           |  |  |

 

 
| CERTIFICATE OF RESERVATION             |
|----------------------------------------|
|                                   |
| 3760                                   |
| STATE OF NEW YORK                      | DEPARTMENT OF STATE |
| I DO HEREBY CERTIFY TO THE             |
|                                   |   |
| RESERVATION OF NAME                    |
| (corporation  name)                    | (date filed) |
|                                   |   |
| OF                                     | ON |
| KENILWORTH  RESEARCH &             |   |
| DEVELOPMENT  CORPORATION               | June 21, 1972 |
|                                   |   |
| TO BE FILMED AS MICROFILM FRAME NUMBER |
| 997214-1                               |

 

THE ABOVE CORPORATE NAME HAS BEEN RESERVED FOR A PERIOD OFSIXTY DAYS FROM THE ABOVE DATE FOR THE USE OF

 

SCHOOL FOR COMPUTER STUDIES, INC.

 

FOR change of name - SCHOOL FOR COMPUTER STUDIES, INC.

 
|   |   | /s/  [ILLEGIBLE]   |   |
|--------|--------|--------------------|--------|
|   |   | Secretary of State |   |

 
| NAME               | Stuart  Wechsler, Esq.                 |         |   |
|--------------------|----------------------------------------|--------------|--------|
| AND                | Kass,  Goodkind, Wexler & Gerstein |         |   |
| ADDRESS            | 122 East  42nd Street                  |         |   |
| OF                 | New York, NY                           |         |   |
| FILER              |                                   |         |   |
|               |                                   |         |   |
| ý CHK.        | o M.O.                                 | o CASH       | $10.00 |
|               |                                   |         |   |
| $10.00 CERTIFICATE |                                   | TOTAL $10.00 |   |
|                    |                                        |              |        |  |  |  |

 

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| REFUND OF $TO FOLLOW                                                                                                           |
|--------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                           |
| CERTIFICATE OF RESERVATION MUST ACCOMPANY CERTIFICATE OF  INCORPORATION OR APPLICATION OF AUTHORITY WHEN PRESENTED FOR FILING. |
|                                                                                                                           |
| USC                                                                                                                            |
| USC                                                                                                                            |
|                                                                                                                           |
| CERTIFICATE OF AMENDMENT                                                                                                       |
|                                                                                                                           |
| OF THE                                                                                                                         |
|                                                                                                                           |
| CERTIFICATE OF INCORPORATION                                                                                                   |
|                                                                                                                           |
| OF                                                                                                                             |
|                                                                                                                           |
| SCHOOL FOR COMPUTER STUDIES, INC.                                                                                              |
|                                                                                                                           |
| (Under section 805 of the Business Corporation Law)                                                                            |
|                                                                                                                           |
|                                                                                                                           |
| STATE OF NEW YORK                                                                                                              |
| DEPARTMENT OF [ILLEGIBLE]                                                                                                      |
| FILED JUL 20 1972                                                                                                              |
|                                                                                                                           |
|                                                                                                                           | TAX $10 |   |
|                                                                                                                           |
|                                                                                                                           | FILING FEE $30 |   |

 

 
|   |   | /s/[ILLEGIBLE]                 |   |   |
|--------|--------|--------------------------------|--------|--------|
|   |   | Secretary of State             |   |   |
|   |
|   |   | By  /s/  [ILLEGIBLE] |   |
|   |   |                           |   |
|   |   |                           |   |
|        |        |                                |        |        |  |  |  |

 

 

KASS, GOODKIND, WECHSLER & GERSTEIN

122 EAST 42ND STREET, NEW YORK, N.Y. 10017

 

USC

USC

 

CERTIFICATE OF AMENDMENTOF THE

CERTIFICATE OF INCORPORATIONOF

8

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SCHOOL FOR COMPUTER STUDIES, INC.

 

UNDER SECTION 805 OF THE

BUSINESS CORPORATION LAW

 

We, theundersigned, Stephen Kampf, the President, and Stuart D. Wechsler, theSecretary, of SCHOOL FOR COMPUTER STUDIES, INC., hereby certify:

 

1) The name ofthe corporation is SCHOOL FOR COMPUTER STUDIES, INC.

 

2) TheCertificate of Incorporation was filed by the Department of State on April 25,1968.

 

3) TheCertificate of Incorporation is amended as authorized by Sections 801(10) and801(11) of the Business Corporation Law to change the presently authorized1,000,000 Common Shares, each at a par value of $.10, into 1,000,000 CommonShares, each at a par value of $.01, and to change each of the 1,090 of suchauthorized Common Shares which have been issued into 220 Common Shares, each ata par value of $.01, whereby 239,800 Common Shares, each at a par value

of $.01, shall be issued.

 

4) ParagraphFOURTH of the Certificate of Incorporation which refers to the number ofauthorized shares is amended to read as follows:

 

CERTIFICATE OF AMENDMENT OFCERTIFICATE OF INCORPORATION OFKENILWORTH RESEARCH & DEVELOPMENT CORPORATIONUNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

 

WE, THEUNDERSIGNED, President and Secretary respectively, of Kenilworth Research &Development Corporation hereby certify:

 

1.   The name of the Corporation is Kenilworth Research& Development Corporation.

 

2.   It was formed under the name “School forComputer Studies, Inc.”. The Certificate of Incorporation was filed by theDepartment of State on April 25, 1968.

 

3.   The Certificate of Incorporation is amendedto increase the number of authorized shares from 3 million shares par value ofone cent per share, to 7 million shares, par value of one cent per share.

 

4.   The manner in which the amendment is to beeffected is by amending paragraph fourth of the Certificate of Incorporation toread as follows:

 

“The totalnumber of shares which the corporation is to be authorized to issue is 7million shares having a par value of one cent each.”

 

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5.   The above amendment to the Certificate ofIncorporation was authorized by a vote of the holders of a majority of alloutstanding shares entitled to vote thereon at a meeting of shareholders dulyheld.

 

IN WITNESSWHEREOF, the undersigned have hereunto set their signatures under penalty ofperjury this 29th day of April, 1977.

 
|   | /s/ Herbert  Lindo            |   |
|--------|-------------------------------|--------|
|   | Herbert  Lindo, President     |
|   |                          |
|   | /s/ William  Flynn, Secretary |   |
|   | William  Flynn, Secretary     |

 

CERTIFICATE OF AMENDMENT OFCERTIFICATE OF INCORPORATION OFKENILWORTH RESEARCH & DEVELOPMENT CORPORATIONUNDER SECTION 805 OF THE BUSINESS CORPORATION LAWSTATE OF NEW YORKDEPARTMENT OF [ILLEGIBLE]TAX $ 20

FILING FEE $ 30

FILED MAY 26, 1977

 
|                                       | /s/                | [ILLEGIBLE] |   |
|--------------------------------------------|--------------------|-------------|--------|
|                                       | Secretary of State |        |
|                                       |               |        |
|                                       |               | By:         |   |   |
|                                       |
| KASS, GOODKIND, WECHSLER & GERSTEIN    |
| 122 EAST 42ND STREET, NEW YORK, N.Y. 10017 |
|                                       |
| STATE OF NEW  YORK                         | )                  |        |
|                                       | )                  | ss :        |   |
| COUNTY OF  NEW YORK                        | )                  |        |
|                                            |                    |             |        |  |  |  |  |  |

 

STEPHEN KAMPF,being duly sworn, deposes and says that he is one of the persons who signed theforegoing Certificate; that he signed said Certificate of Amendment in the capacityset opposite his signature thereon; that he has read the foregoing Certificateand knows the contents thereof; and that the statements contained therein aretrue to his own knowledge.

 

 
|   |   | /s/   Stephen Kampf, President |
|--------|--------|------------------------------------------|
|   |   | Stephen Kampf                            |

 

Sworn to before me this 29thday of January, 1969.

 
| /s/ Robert  I. Matson |   |
|-----------------------|--------|
| Notary  Public        |

 

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ROBERT I. MATSON

Notary Public State of New York

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

 

 

CERTIFICATE OF AMENDMENTOF THECERTIFICATE OF INCORPORATIONOFSCHOOL FOR COMPUTER STUDIES, INC.

UNDER SECTION 805 OF THEBUSINESS CORPORATION LAW

 

STATE OF NEW YORKDEPARTMENT OF STATE

 

FILED JAN 30 1969

 
|   | TAX $10        |   |
|--------|----------------|--------|
|   |           |   |
|   | FILING FEE $30 |   |

 

 
|   | /s/ [ILLEGIBLE] |   |
|--------|-----------------|--------|

 

Secretary of State

 
|   | By /s/ M.H. |   |
|--------|-------------|--------|

31 N.Y.

 

MATSON, KASS GOODKIND & WECHSLER60 EAST 42ND STREET NEW YORK, N.Y. 10017

 

RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

KENILWORTH RESEARCH & DEVELOPMENT CORPORATION

 

Under Section 807of theBusiness Corporation Law

 

Pursuant tothe provisions of Section 807 of the Business Corporation Law, the undersigned,Herbert Lindo, President, and William Flynn, Secretary, of Kenilworth Research& Development Corporation, hereby certify:

 

1. That thename of the corporation is Kenilworth Research & Development Corporation.The name under which the Corporation was formed was School for ComputerStudies, Inc.

 

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2. That theCertificate of Incorporation of the corporation was filed by the Department ofState, Albany, New York, on April 25, 1968.

 

3. That theamendments to the Certificate of Incorporation effected by this Certificate areas follows:

 

(a) To changethe name of the corporation to Kenilworth Systems Corporation;

 

(b) Toconsolidate and revise the statement of purposes for which the corporation wasformed;

 

(c) To changethe location of the principal office of the corporation to Plainview, New York

 

(d) Toincrease the authorized number of shares of common stock, $.O1 par value, ofthe corporation from 7,000,000 shares, to 15,000,000 shares;

 

(e) To changethe address of the corporation to which the Secretary of State shall mail acopy of any process against the corporation served upon him;

 

(f) Toeliminate various provisions for the regulation and conduct of the affairs ofthe corporation;

 

(g) To insertprovision for removal of directors, without cause, by vote of the shareholders;

 

(h) To insertprovision for filling newly created directorships and vacancies on the board ofdirectors;

 

(i) To insertprovision for the adoption, amendment, and repeal of by-laws by the board ofdirectors, subject to amendment or repeal by shareholders; and

 

(j) To insertprovision for the indemnification of directors and officers.

 

4. That thetext of the Certificate of Incorporation of the corporation as amendedtheretofore, is hereby restated, as further amended by this Certificate, toread in full as follows:

 

 

RESTATED CERTIFICATE OF INCORPORATIONOFKENILWORTH SYSTEMS CORPORATION

 

FIRST: Thename of the corporation is Kenilworth Systems Corporation.

 

SECOND: Thepurposes of the corporation are as follows:

 

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To engage inthe research, development, design, manufacture, sale, and licensing of a systemfor encoding and decoding invisible data into plastic or paper cards, ticketsor tokens and a system for remote applications relating to casino games.

 

To engage inany commercial, mercantile, industrial, manufacturing, research, licensing,servicing, agency, securities or brokerage business not prohibited by law, andany, some or all of the foregoing.

 

To acquire,hold, create interests in, or dispose of real or personal property, tangible orintangible, of any kind in any manner.

 

THIRD: Theoffice of the corporation in the State of New York is to be located in the Townof Oyster Bay, County of Nassau.

 

FOURTH: Theaggregate number of shares of stock which the corporation shall have authorityto issue is 15,000,000 shares of common stock having a par value of $.01 pershare.

 

FIFTH: TheSecretary of State of the State of New York is hereby designated as the agentof the corporation upon whom process in any action or proceeding against it maybe served. The address to which the Secretary of State shall mail a copy ofprocess in any action or proceeding against the corporation which may be servedupon him is 151 Dupont Street, Plainview, New York 11803.

 

SIXTH: Thefollowing provisions are inserted for the regulation and conduct of the affairsof the corporation, and it is expressly provided that they are intended to bein furtherance of and not in limitation or exclusion of the powers conferred bystatute:

 

A. No holdersof shares of the corporation of any class, now or hereafter authorized, shallhave any preferential or preemptive right to subscribe for, purchase or receiveany shares of the corporation of any class, now or hereafter authorized, or anyoptions or warrants for such shares, or any rights to subscribe to or purchasesuch shares, or any securities convertible into or exchangeable for suchshares, which may at any time be issued, sold or offered for sale by thecorporation.

 

B. Any or allof the directors of the corporation may be removed without cause by vote of theshareholders.

 

C. Newlycreated directorships resulting from an increase in the number of directors andvacancies occurring in the board of directors for any reason whatsoever,including removal without cause, may be filled by vote of the board ofdirectors.

 

D. By-laws ofthe corporation may be adopted, amended or repealed by vote of a majority ofthe entire board of directors, subject to amendment or repeal by shareholders.

 

E. To the fullextent authorized by law, the corporation shall indemnify any person made, orthreatened to be made, a party to an action or proceeding, whether civil orcriminal, by reason of the fact that he, his testator or interstate, is or wasa director or officer of the corporation or serves or served in any capacityany other

 

13

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corporation at the request ofthis corporation, and the corporation shall pay all expenses incurred indefending such a civil or criminal action or proceeding in advance of the finaldisposition of such action or proceeding. In connection therewith, the board ofdirectors may take such steps as it deems proper to purchase and maintaininsurance to indemnify the corporation or the persons described above, to theextent provided herein or otherwise, as permitted by law. Nothing containedherein shall affect any rights to indemnification to which corporate personnelother than directors and officers may be entitled by contract or otherwiseunder law.

 

5. That theRestated Certificate of Incorporation as set forth above was authorized by theaffirmative vote of the holders of a majority of the shares entitled to votethereon at a meeting of stockholders.

 

IN WITNESSWHEREOF, the undersigned have subscribed this Certificate and affirmed it astrue under the penalties of perjury this 27th day of November, 1979.

 
|   | /s/ Herbert  Lindo        |   |
|--------|---------------------------|--------|
|   | Herbert  Lindo, President |
|   |                      |
|   | /s/ William  Flynn        |   |
|   | Willaim  Flynn, Secretary |

 

RESTATED CERTIFICATE OF INCORPORATIONOFKENILWORTH RESEARCH & DEVELOPMENT CORPORATION

 

STATE OF NEW YORKDEPARTMENT OF STATEA TRUE COPY OF THE ORIGINALFILED IN THIS OFFICE ONDEC 14 1979

 

WITNESS MY HAND AND OFFICIALSEAL OF THE DEPARTMENT OFSTATE AND THE DATE AFOREMENTIONED

 
|   | /s/ [ILLEGIBLE] |   |
|--------|-----------------|--------|

 

Secretary of State

 

WHITMAN & RANSOM

522 FIFTH AVENUE

NEW YORK, N.Y. 10036

 

14

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[HANDWRITING AND STAMPED TEXT ILLEGIBLE]

 

CERTIFICATE OF AMENDMENTOF THECERTIFICATE OF INCORPORATIONOFKENILWORTH SYSTEMS CORPORATION

 

Under Section 805 of the Business Corporation Law

 

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is:

KENILWORTH SYSTEMS CORPORATION

 

(2) The certificate ofincorporation was filed by the Department of State on the 25th day of April,1968 under the original name of SCHOOL FOR COMPUTER STUDIES, INC.

 

(3) Thecertificate of incorporation is hereby amended to effect the followingchange(s):

 

To increasethe number of shares which the corporation shall have the authority to issue inthe fourth paragraph. The fourth paragraph shall now read as follows:

 

FOURTH: Theaggregate number of shares which the corporation shall have the authority toissue is 100,000,000 at $.O1 par value.

 

(4) The aboveamendment to the certificate of incorporation was authorized by vote of theboard of directors followed by a vote of the holders of a majority of alloutstanding shares entitled to vote thereon.

 

IN WITNESSWHEREOF, this certificate has been subscribed by the undersigned who affirm(s)that the statements made herein are true under the penalties of perjury.

 
| DATED:  December 4, 1998 |                 |
|--------------------------|----------------------|
|                     |                 |
| /s/ Herbert  Lindo       |                 | /s/ Betty  Sue Svandrlik |   |   |
| Herbert  Lindo           | Betty Sue  Svandrlik |
| President                | Secretary            |
|                          |                      |  |  |  |

 

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CERTIFICATE OF AMENDMENTOF THECERTIFICATE OF INCORPORATIONOFKENILWORTH SYSTEMS CORPORATION

 

Under Section 805 of the Business Corporation Law

 
|   | STATE OF NEW  YORK   |
|--------|----------------------|
|   | DEPARTMENT  OF STATE |
|   | FILED DEC 07  1998   |
|   | TAX $                | [ILLEGIBLE] |
|   | BY:                  | [ILLEGIBLE] |
|   | Nassau               |

 

FILER:

 

JACOBSON & GOLDBERG, LLP

585 STEWART AVENUE

GARDEN CITY, NY 11530

 

Exhibit A

 

16

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