State of Delaware
                        OFFICE of the Secretary of State

                          -----------------------------


I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "AVERY  COMMUNICATIONS,  INC.",  FILED IN THIS  OFFICE ON THE  TWELFTH DAY OF
DECEMBER,  A.D.  2001, AT 11 O'CLOCK A.M. A FILED COPY OF THIS  CERTIFICATE  HAS
BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
































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0841723 8100                                          AUTHENTICATION: 1498059
010635422

                                                      DATE: 12-12-01


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                                 CERTIFICATE OF
                                AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           AVERY COMMUNICATIONS, INC.

     AVERY COMMUNICATIONS,  INC. (the "Corporation") a corporation organized and
existing under and by virtue of the Delaware General Corporate Law ("DGCL") does
hereby certify:

     FIRST:  That the Board of Directors of the  Corporation,  by the  unanimous
                                                                       ---------
written consent of its members,  filed with the minutes of the Board,  adopted a
resolution  proposing  and declaring  advisable  the following  amendment to the
Certificate of Incorporation of the Corporation:

          RESOLVED,  that, to effectuate  the Reverse Stock Split.  Article 4 of
          the Certificate of Incorporation, as amended and in effect on the date
          hereof (the "Certificate of Incorporation"),  be amended by adding the
          following paragraphs thereto:

               Upon  this   Certificate  of  Amendment  to  the  Certificate  of
          Incorporation of the Corporation becoming effective in accordance with
          the General  Corporation  Law of the State of Delaware (the "Effective
          Time"),  each  eight (8)  shares of Common  Stock,  par value $.01 per
          share ("01d Common Stock"),  of the Corporation issued and outstanding
          immediately  prior to the Effective  Time shall be, without any action
          of the holder  thereof;  automatically  reclassified  as and converted
          into one (1) share of Common  Stock,  par value  $.01 per share  ("New
          Common Stock"), of the Corporation.

               Notwithstanding   the   immediately   preceding   paragraph,   no
          fractional  shares of New Common  Stock shall be issued to the holders
          of  record  of Old  Common  Stock in  connection  with  the  foregoing
          reclassification of shares of Old Common Stock; and no certificates or
          scrip representing any such fractional shares shall be issued. In lieu
          of such fraction of a share,  and upon surrender of the certificate or
          certificates  representing the Old Common Stock as provided below, any
          holder of Old Common Stock who would  otherwise be entitled to receive
          a  fraction  of a share of New Common  Stock,  after  aggregating  all
          fractional  shares of New Common  Stock to which any such holder would
          otherwise be entitled, shall be entitled to receive one whole share of
          New Common Stock_

               Each stock certificate  that,  immediately prior to the Effective
          Time, represented shares of Old Common Stock shall, from and after the
          Effective Time,  automatically and without the necessity of presenting
          the same for  exchange,  represent  that number of whole shares of New
          Common Stock into which the shares of Old Common Stock  represented by
          such certificate shall have been  reclassified.  Each holder of record
          of a  certificate  that  represented  shares of Old Common Stock shall
          receive,  upon  surrender  of  such  certificate,  a  new  certificate
          representing the number of whole shares of New Common Stock into



STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 12/12/2001
010635422 - 0841723



<PAGE>


          which the shares of Old Common Stock  represented by such  certificate
          shall have been reclassified.

     SECOND:  That in lieu of a  meeting  and  vote of the  stockholders  of the
Corporation,  a majority of the  stockholders  of the  Corporation  have,  given
their,  written  consent to said amendment in accordance  with the provisions of
Section 228 of the DGCL, and written notice of the adoption of the amendment has
been given as provided in Section 228 of the DGCL to every stockholder  entitled
to such notice.

     THIRD: That the foregoing amendment of the Certificate of Incorporation was
duly in accordance with the provisions of Section 242 of the DGCL.


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     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be executed on this 12th day of December, 2001.

                            AVERY COMMUMCATIONS, INC.


                          By /s/ Scot M. McCormick
                            -------------------------
                                Scot M. McCormick
                                 Vice President


                                     - 3 -
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