(  )  By
a majority of the incorporators, provided no directors were named in the
articles of incorporation and no directors have been elected;
 
 
 (  )  By  a
majority of the board of directors, in accordance with Section 10.10, the
corporation having issued no shares as of the time of adoption of this
amendment;
 
 
 (X)  By a majority of
the board of directors, in accordance with Section 10.15, shares having been
issued but shareholder action not being required for the adoption of the
amendment;
 
 
 (  )  By
the shareholders, in accordance with Section 10.20, a resolution of the board of
directors having been duly adopted and submitted to the shareholders. At a
meeting of shareholders, not less than the minimum number of votes required by
statute and by the articles of incorporation were voted in favor of the
amendment;
 
 
 (  )  By
the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. A consent in writing has been signed by shareholders having not
less than the minimum number of votes required by statute and by the articles of
incorporation. Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
 
 
 (  )  By
the shareholders,
inaccordance with Sections 10.20 and 7.10, a resolution of the board of
directors having been duly adopted and submitted to the shareholders. A consent
in writing has been signed by all the shareholders entitled to vote
on
 this
amendment
 
  
     3(a) List
anprovisions of
the restated articles of incorporation that amend the existing articles of
incorporation:   None
 
 3(b)          Text
of the Restated Articles of incorporation:
  Please see
attached
 
  4.Themanner, if not set forth
in Article 3b, in which any exchange, reclassification or cancellation of issued
shares, or a
reduction of the number of authorized shares of any class below the number of
issued shares of that class,provided for or effected by this amendment, is as follows: (if not
applicable, insert "No change.")
  No
change
 
 (a)  The
manner, if not set forth inArticle 3b, in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in
Surplus and is equal to the total of these accounts) is as follows: (Ifnot applicable, insert “No change")
  No
change
 
 (b)  The
amount of paid-,in capital (Paid-la Capital replaces the terms Stated Capital
and Paid-in Surplus and is equal to the total of these accounts) as changed by
this amendment is as follows: (If not applicable, insert "No change”) (Note
7)
  Before
Amendment    After Amendment
 
 Paid-in Capital $No
Change$No
Change
  
 The
undersigned corporation has caused these articles to be signed by a duly
authorized officer who affirms, under penalties of perjury, that the facts
stated herein are true:
  
 
   Brian Chaiken CFO/Secretary
to Board
 
 
 7.
              If
      amendment is authorized pursuant to Section 10.10 by the incorporators,
      the incorporators must sign  below, and type or print name and
      title.
 OR
  If
amendment is authorized by the directors pursuant to Section 10.10 and there are
no officers, then amajority of the directors or such directors as may be designatedby the board, must sign
below, and type orprint name and
title.
  
  
  RESTATEMENT
OF ARTICLES OF INCORPORATION
  RESTATED
ARTICLE 1
 CORPORATE
NAME
 (i)The
name of the corporation is: Z Trim
Holdings, Inc.
  (2)
      The corporation was incorporated in the State of Illinois on May 5, 1994
      under the name Circle Group Entertainment Ltd. On July 8, 1997, the
      corporation filed Articles of Amendment with the Secretary of State of the
      State of Illinois changing the name of the corporation to Circle Group
      Internet Inc. On January 10, 2003, the corporation filed Articles of
      Amendment with the Secretary of State of the State of Illinois changing
      the name of the corporation to Circle Group Holdings, Inc. On June 21,
      2006, the corporation filed Articles of Amendment with the Secretary of
      State of the State of Illinois changing the name of the corporation to Z
      Trim Holdings, Inc.
 
 RESTATED ARTICLE 2
 REGISTERED OFFICE AND AGENT FOR SERVICE
  The
address of its registered office in the State of Illinois is1011 Campus Drive, Mundelein, Illinois 60060, County of Lake, and the
name of its Registered Agent at said address is Alan G. Orlowsky.
  RESTATED ARTICLE
3
 CORPORATE PURPOSES
  The
purpose orpurposes
for which the corporation is organized are: Any lawful purpose allowed under the
Business Corporation Act of the State of Illinois.
   
  RESTATED ARTICLE
4
 AUTHORIZED SHARES,
ISSUED SHARES AND CONSIDERATION RECEIVED
  Capital
Stock
  A.
              The
      total number of shares of all classes of stock which the corporation shall
      have the authority to issue is Two Hundred Ten Million (210,000,000),
      consisting of Two Hundred Million (200,000,000) shares of common stock,
      $0.00005 par value per share (the "Common Stock") and Ten Million
      (10,000,000) shares of preferred stock, $0.01 par value per share (the
      "Preferred Stock"). As of the date hereof, the corporation has 2,597,879
      shares of Common Stock issued and outstanding, and no shares of Preferred
      Stock issued and outstanding. The paid-in capital of the corporation is
      $33,354,000.00.
  B.  The Board
of Directors is authorized, subject to limitations prescribed by law and the
provisions of this Paragraph 4, to provide for the issuance, from time to time,
of the shares of Preferred Stock hi one or
more series, and by filing a certificate pursuant to the applicable law of the
State of Illinois, to establish, from time to time, the number of shares to be
included in a series, and to fix the designations, powers, preferences and
rights of the shares of such series, which may be different from the
designation, powers, preferences and rights of the shares of any other series,
and the qualifications, limitations and restrictions thereof. The authority of
the Board of Directors with respect to such series shall include, but shall not
be limited to, determination of the following:
  (i)            The
number of shares constituting such series and the distinctive designation of
such series;
  (ii):            The
dividend rate on the shares of such series, whether dividends shall be
cumulative, and, if so, from which
date or dates, and the relative rights of priority, if any, of payment of
dividends on shares of such series;
  (iii)  Whether
such series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
  (iv)  Whether
such series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
  (v)            Whether
or not the shares of such series shall be redeemable; and, if so, the term and
conditions of such redemption,
including the date or date upon or after which they shall be redeemable, and the
amount per share payable incase of redemption, which amount may vary under different conditions and
at different redemption dates;
  (vi)  Whether
such series shall have a sinking fund for the redemption or purchase of shares
of such series, and, if so,
the terms and amount of such sinking fund;
  (vii)  The
rights of the shares of such series in the event of voluntary orinvoluntary liquidation,
dissolution,or winding
up of the corporation, and the relative rights Of priority, Warty, of payment of
shares of such series; and
  (viii)
Any other relative rights, preferences and limitations of such
series.