CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           PRISM SOFTWARE CORPORATION


                  Prism Software Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

                  FIRST, that at a meeting of the Board of Directors of the
corporation, resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation, declaring said amendment to be advisable. The
resolution setting forth the proposed amendment is as follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be
         amended by changing ARTICLE FOURTH so that, as amended, said ARTICLE
         FOURTH shall be and read as follows:

         "FOURTH. The total number of shares which the Corporation shall have
         authority to issue is three hundred and five million (305,000,000)
         shares of capital stock, of which three hundred million (300,000,000)
         shares shall be designated Common Stock, par value of $.01 per share,
         and five million (5,000,000) shares shall be designated Preferred
         Stock, par value $.01 per share.

         "Shares of Preferred Stock may be issued from time to time in one or
         more classes or series as the Board of Directors, by resolution or
         resolutions, may from time to time determine, each of said classes or
         series to be distinctively designated. The voting powers, preferences
         and relative, participating, optional and other special rights, and the
         qualification, limitations or restrictions thereof, if any, of each
         such class or series may differ from those of any and all other classes
         or series of Preferred Stock, at any time outstanding, and the Board of
         Directors is hereby expressly granted authority to fix or alter, by
         resolution or resolutions, the designation, number, voting powers,
         preferences and relative, participating, optional and other special
         rights and the qualifications, limitations and restrictions thereof, of
         each such class or series, including, but without limiting the
         generality of the foregoing, the following:

                  (i) The distinctive designation of, and the number of shares
                  of Preferred Stock that shall constitute such class or series,
                  which number (except as otherwise provided by the Board of
                  Directors in the resolution establishing such class or series)
                  may be increased or decreased (but not below the number of
                  shares of such class or series than outstanding) from time to
                  time by like action of the Board of Directors;

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                  (ii) The rights in respect of dividends, if any, of such class
                  or series or Preferred Stock, the extent of the preference or
                  relation, if any, of such dividends to the dividends payable
                  on any other class or classes or any other series of the same
                  or other class or classes of capital stock of the Corporation,
                  and whether such dividends shall be cumulative or
                  noncumulative;

                  (iii) The right, if any, of the holders of such class or
                  series of Preferred Stock to convert the same into, or
                  exchange the same for, shares of any other class or classes of
                  capital stock of the Corporation and the terms and conditions
                  of such conversion or exchange;

                  (iv) Whether or not shares of such class or series of
                  Preferred Stock shall be subject to redemption, and the
                  redemption price or prices and the time or times at which, and
                  the terms and conditions on which, shares of such class or
                  series of Preferred Stock may be redeemed;

                  (v) The rights, if any, of the holders of such class or series
                  of Preferred Stock upon the voluntary or involuntary
                  liquidation, dissolution or winding up of the Corporation or
                  in the event of any merger or consolidation of or sale of
                  assets by the Corporation;

                  (vi) The terms of any sinking fund or redemption or purchase
                  account, if any, to be provided for shares of such class or
                  series of Preferred Stock;

                  (vii) The voting powers, if any, of the holders of any class
                  or series of Preferred Stock generally or with respect to any
                  particular matter, which may be less than, equal to or greater
                  than one vote per share, and which may, without limiting the
                  generality of the foregoing, include the right, voting as a
                  class or series by itself or together with the holders of any
                  other class or classes or series of the same or other class or
                  classes of Preferred Stock or al classes or series of
                  Preferred Stock, to elect one or more directors of the
                  Corporation (which, without limiting the generality of the
                  foregoing, may include a specified number or portion of the
                  then-existing number, of authorized directorships in addition
                  to the then-existing number of authorized directorships of the
                  Corporation) generally or under such specific circumstances
                  and on such conditions, as shall be provided in the resolution
                  or resolutions of the Board of Directors adopted pursuant
                  hereto; and

                  (viii) Such other powers, preferences and relative,
                  participating, optional and other special rights, and the
                  qualifications, limitations and restrictions thereof, as the
                  Board of Directors shall determine."

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                  SECOND: That thereafter, pursuant to an action by written
consent of the stockholders of the corporation in accordance with Section 225(a)
of the General Corporation Law of the State of Delaware, the necessary number of
shares as required by statute and this corporation's Certificate of
Incorporation were voted in favor of and thereby duly adopted said amendment in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.


Executed on September 18, 2000.

                                                   /s/ E. Ted Daniels
                                                   -----------------------------
                                                   E. Ted Daniels, President/CEO

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