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STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 10/11/2000001514800  2354206
 STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
 
    
    First:That at a meeting of the Board of Directors of Espiel, Inc., dba Applied Financial
Technology on October 4, 2000 resolutions were duly adopted setting forth a proposed 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 proposed amendment is as follows:Resolved,that the Certificate of Incorporation of this corporation be amended by changing the
Article thereof numbered Fourth so that, as amended, said Article shall be and read as
follows:The total number of shares of capital stock which the Corporation shall have authority to
issue is six million (6.000,000) shares of common stock, par value $.0001 per share
    
    Second:That thereafter, pursuant to resolution of its Board of Directors, a special
meeting of the stockholders of said corporation was duly called and held, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the amendment.
    
    Third:That said amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
    
    Fourth:That the capital of said corporation shall not be reduced under or by reason of
said amendment.
 Signed: October 4, 2000
    BY:
    /s/ Michael BykhovskyNAME:
    Michael Bykhovsky, President




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STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 03/21/2000001142066  2354206
 STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
 
    
    First:That at a meeting of the Board of Directors of Espiel, Inc., dba Applied Financial
Technology on March 16, 2000 resolutions were duly adopted setting forth a proposed 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 proposed amendment is as follows:Resolved,that the Certificate of Incorporation of this corporation be amended by changing the
Article thereof numbered Fourth so that, as amended, said Article shall be and read as
follows:The total number of shares of capital stock which the Corporation shall have
authority to issue is five million (5,000,000) shares of common stock, par value $.01 per
share
    
    Second:That thereafter, pursuant to resolution of its Board of Directors, a special
meeting of the stockholders of said corporation was duly called and held, upon notice in accordance
with Section 222 of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the amendment.
    
    Third:That said amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
    
    Fourth:That the capital of said corporation shall not be reduced under or by reason of
said amendment.
 Signed: March 16, 2000
    BY:
    /s/ Michael BykhovskyNAME:
    Michael Bykhovsky, President




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Name
    
    Mailing AddressScott Horton
    
    Patterson, Belknap, Webb & Tyler
30 Rockefeller Plaza
New York, New York 10112




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4      /s/ Scott HortonScott Horton