EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                           DISTINCTIVE DEVICES, INC.

       (Pursuant to Section 805 of the New York Business Corporation Law)

    Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned hereby certifies as follows:

    1. The name of the corporation is Distinctive Devices, Inc., a corporation
organized and existing under the laws of the State of New York (the
?Corporation?). The Corporation was formed under the name of Leasatronic Machine
Corp.

    2.   The Certificate of Incorporation of the Corporation was filed by the
Department of state on May 5, 1961.

    3. The Certificate of Incorporation of the Corporation, now in full force
and effect, is hereby amended by the amended by the addition to Article THIRD of
a provision stating the number, designation, relative rights, preferences and
limitations of a Series D Preferred Stock of the par value of $1.00 each, as
fixed by the Board of Directors before the issuance of such Series, under
authority vested in the Board of Directors in the Certificate of Incorporation,
and as permitted by Section 502 of the Business Corporation Law, as follows:

       (g) Series D Preferred Stock

      There is hereby created a series of preferred shares of the corporation
designated 'Series D Preferred Stock? consisting of 250,000 shares (hereinafter
called the 'Series D Preferred Stock'). Such number of shares constituting the
Series D Preferred Stock may be increased or decreased from time to time by the
Board of Directors, in accordance with the authority contained in the
Certificate of Incorporation, in respect of any unissued shares of such series,
provided that the aggregate number of shares constituting such series, together
with all other series of preferred shares, shall in no event exceed the
aggregate number of shares of Preferred Stock authorized in this Certificate of
Incorporation.

      The relative rights, preferences and limitations of the Series D Preferred
Stock are as set forth in the Certificate of Incorporation as heretofore
amended, and, in addition, are as follows:

         (I) General. All shares of Series D Preferred Stock shall be identical
with each other in all respects. All shares of Series D Preferred Stock shall be
of such rank as to any other outstanding series of Preferred Stock, if any, of
the Corporation as to dividends and as to distributions upon liquidation,
dissolution or winding up, as shall be provided herein and in the resolutions of
the Board of Directors of the Corporation creating such other series of
Preferred Stock.

         (2) Conversion

            2.1 Conversion. Following the approval by the Corporation's
shareholders of an amendment to the Certificate of Incorporation increasing the
number of authorized shares of Common Stock to a number sufficient for
conversion of all of outstanding shares of Series D Preferred Stock into
authorized but unissued shares of Common Stock and reducing the par value of the
Common Stock to $.01 per share (the "Charter Amendment?), and effective on the
date that the Charter Amendment is filed with the New York Secretary of State,
each outstanding share of Series D Preferred Stock shall automatically be
converted into shares of Common Stock at the rate (the "Conversion Rate?) of one
hundred and twenty five (125) shares of Common Stock for each one (1) share of
Series D Preferred Stock, subject to an adjustment in subparagraph 2.2 below.
The date of such conversion is referred to herein as the "Conversion Date?

            2.2        Adjustment. In the event of a stock split (forward or
reverse), stock dividend, reorganization, recapitalization or other event
affecting the Common Stock or the Series D Preferred Stock, the Board of
Directors of the Corporation shall make an equitable adjustment in the
Conversion Rate, if necessary to reflect such event in order to preserve the
foregoing Conversion Rate. In the case of any capital reorganization of the
Corporation, or any consolidation or merger of the Corporation with or into
another corporation, or any sale or conveyance to another corporation of all or
substantially all of the property of the Corporation, the holder of each share
of Series D Preferred Stock then outstanding shall have the right thereafter to
convert such share into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
of the Corporation into which such share of Series D Preferred Stock might have
been converted immediately prior to such reorganization, consolidation, merger,
sale or conveyance, and shall have no further conversion rights under these
provisions; and any such resulting or surviving corporation shall expressly
assume the obligation to deliver, upon the exercise of the conversion privilege,
such shares, securities or property as the holders of the Series D Preferred
Stock shall be entitled to receive pursuant to the provisions hereof. In the
case securities or property other than Common Stock shall be issuable or
deliverable upon conversion as aforesaid, then all references in this
subparagraph 2.2 Common Stock shall be deemed to apply, so far as appropriate
and as nearly as may be, to such other securities or property. The provisions of
this subparagraph shall apply to successive stock, splits, stock dividends,
reorganizations, recapitalizations or other events affecting the Common Stock or
the Series D Preferred Stock. Whenever the Conversion Rate and/or the securities
issuable upon conversion is adjusted as herein provided, the Corporation shall
give notice to the holders of the Series D Preferred Stock of such adjustment
setting forth the new Conversion Rate and the number of shares of Common Stock
(or other securities) issuable upon conversion and a brief statement of the
facts requiring such adjustment and the computation by which such adjustment was
made.

            2.3 Procedure for Conversion. Immediately following the Conversion
Date, the Corporation shall send notice to each holder of Series D Preferred
Stock advising the holder of the conversion and requesting that the holder
surrender at the principal office of the Corporation (or at such other place as
the Board of Directors of the Corporation shall have designated for such
purpose) the certificate or certificates for the holder?s shares of Series D
Preferred Stock properly endorsed in blank for transfer or accompanied by a
proper instrument of assignment or transfer in blank and bearing any necessary
transfer tax stamps thereto affixed and cancelled, together with a written
request stating the name or names in which the holder wishes the certificate or
certificates for shares of Common Stock to be issued. Promptly after receiving
the documents specified in the immediately preceding sentence, the Corporation
shall cause the transfer agent to deliver to such holder of Series D Preferred
Stock or to the holder's nominee or nominees, a certificate or certificates for
the number of full shares of Common Stock to which the holder shall be entitled
as aforesaid.

            2.4 No fractional Shares. No fractional shares of Common Stock shall
be issued upon conversion of series D Preferred Stock. In lieu of fractional
shares, the number of shares of Common Stock issuable upon conversion shall be
rounded up or down to the nearest whole share of Common Stock.

            2.5 Effect of Conversion. All shares of Series D Preferred Stock
which shall have been converted as provided in this paragraph (2) shall no
longer be deemed to be outstanding as of the Conversion Date and all rights with
respect to such shares shall forthwith cease and terminate except for the right
of the holders thereof to receive full shares of Common Stock, and such shares
shall return to the status of authorized but unissued Preferred Stock of no
designated series and shall not be issuable by the Corporation as Series D
Preferred Stock.

      (3) Voting Rights.

           3.1 Generally. Except as set forth in Subparagraph 3.2 below, (x) the
holder of each issued and outstanding share of Series D Preferred stock shall
have the right to cast one hundred and twenty five (125) votes (or such other
votes per share equal to the Conversion Rate on the record date for voting) on
every matter duly brought before the holders of Common Stock at all meetings of
shareholders of the Corporation to be held prior to the Conversion Date; and (y)
the holders of Series D Preferred Stock and the holders of Common Stock shall
vote together as one class on all matters submitted to a vote of the
shareholders of the Corporation provided, however, that with respect to a
shareholder vote on the Charter Amendment, each record holder of the Series D
Preferred Stock shall vote all of his shares of series D Preferred Stock in the
same proportion to the proportion that the holders of the Common Stock voted
their shares of Common Stock in favor of, against or abstained with respect to
the shares of Common Stock actually voted on the Charter Amendment.

           3.2 Separate Vote. The holders of a majority of the outstanding
Series D Preferred Stock, voting as a separate class and having one vote per
share, shall be required to approve:

              (a) the amendment of the terms and conditions of the Series D
Preferred Stock;

              (b) the issuance of any securities with rights, preferences and
privileges (the "Preferences") superior to the Preferences of the Series D
Preferred Stock; or

              (c) the redemption of any Common Stock of the Corporation.

     (4) Dividends. The holder of each issued and outstanding share of Series D
Preferred stock shall have the right to participate in all dividends declared
with respect to the Common stock, on an as converted to Common Stock basis, as
determined on the date on which any such dividends are declared.

     (5) Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation (a
?Liquidation?), the Series D Preferred Stock shall be senior to all other equity
securities of the Corporation and shall be entitled to receive, prior and in
preference to any payments to any of the holders of any other equity securities,
for each share of Series D Preferred stock then held by them an amount equal to
$3.75 per share (adjusted for share combinations or subdivisions, stock
dividends, stock splits or other restructuring or recapitalization of the
corporation). If the assests of the Corporation shall be insufficient to permit
the payment to the holders of the Series D Preferred Stock their full
preferential amount, then the entire assests of the corporation shall be
distributed pro-rata among the holders of the Series D Preferred Stock
inproportion to the preferential amount each such holder is otherwise entitled
to receive. Neither the consolidation or merger of the Corporation into or with
another corporation or corporations, nor the sale of all or substantially all of
the Corporation?s assests, nor the distribution to the shareholders of the
Corporation of all or substantially all of the consideration for such sale,
unless such consideration (apart from assumption of liabilities) or the net
proceeds thereof consists substantially in cash, shall be deemed a Liquidation.

     (6) Redemption. The holders of the Series D Preferred Stock shall have no
right to require the Corporation to redeem all or any part of their shares of
Series D Preferred Stock.

   4. This amendment was authorized by the Board of Directors at a duly hold
meeting of the board.

   IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment
to be executed by a duly authorized officer on the 29th day of July, 2002.



                                                s/s/ Sanjay Mody
                                                ----------------
                                                Name: Sanjay Mody
                                                Title: President