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                            CERTIFICATE OF AMENDMENT
                                     of the
                          CERTIFICATE OF INCORPORATION
                                       of
                             SURGE COMPONENTS, INC.

                Under Section 805 of the Business Corporation Law

                  The undersigned, being the Ira Levy and Secretary of Surge
Components, Inc. (the "Corporation"), do hereby certify and set forth:

                           1. The name of the corporation is Surge Components,
         Inc. (the "Corporation").

                           2. The date the Certificate of Incorporation of the
         Corporation was filed with the Department of State is the 24th day of
         November, 1981.

                           3. The Board of Directors of the Corporation
         authorized two hundred sixty thousand (260,000) of the one million
         (1,000,000) shares of Preferred Stock of the Corporation to be
         designated Non-Voting Redeemable Convertible Series A Preferred Stock,
         $.001 par value per share, 239,000 of which have been issued (the
         "Series A Preferred Stock").

                           4. Article FOURTH of the Certificate of Incorporation
         is amended by the addition of a provision fixing the number,
         designation, relative rights, preferences, and limitations of the
         Voting Redeemable Convertible Series B Preferred Stock as fixed by the
         Board of the Corporation pursuant to the authority vested in it by the
         Certificate of Incorporation.

                           5. Article FOURTH of the Certificate of Incorporation
         is hereby amended to add the following provision to the end of Article
         FOURTH:

Voting Redeemable Convertible Series B Preferred Stock.

                           1. Number Authorized and Designation. Of the
         1,000,000 shares of preferred stock authorized under this Article
         FOURTH, the Corporation shall have the authority to issue 200,000
         shares designated as Voting Redeemable Convertible Series B Preferred
         Stock, $.001 par value per share (referred to herein as "Series B
         Preferred Stock").

                           2. Rights, Preferences and Limitations. The relative
         rights, preferences and limitations of Series B Preferred Stock are as
         follows:

                                    (a) Rank. The Series B Preferred Stock shall
                  rank (i) prior to all of the Common Shares, par value $.001
                  per share ("Common Shares"); (ii) prior to any class or series
                  of capital stock of the Corporation hereafter created
                  specifically ranking by its terms junior to any Series B
                  Preferred Stock of whatever subdivision


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                  (collectively, with the Common Shares, "Junior Securities");
                  (iii) on parity with any class or series of capital stock of
                  the Corporation created specifically ranking by its terms on
                  parity with the Series B Preferred Stock, including, but not
                  limited to, the Series A Preferred Stock ("Parity
                  Securities"), in each case, as to distributions of assets upon
                  liquidation, dissolution or winding up of the Corporation,
                  whether voluntarily or involuntarily (all such distributions
                  being referred to collectively as "Distributions").

                                    (b) Dividends. The Series B Preferred Stock
                  shall be entitled to share dividends on a pro-rata basis with
                  the Series A Preferred Stock, if and when declared. The Series
                  B Preferred Stock shall be paid dividends prior to payment of
                  dividends to Common Shareholders. If any dividends are paid on
                  the Common Shares, holders of Series B Preferred Stock shall
                  be entitled to participate in such payment of dividends as if
                  their shares of Series B Preferred Stock had been converted
                  into Common Shares in accordance with paragraph (c) below and,
                  with respect to such payment of dividends on Common Shares,
                  holders of Series B Preferred Stock shall be entitled to
                  payment of dividends in an amount per share (assuming such
                  conversion) equal to (i) the per share amount of dividends
                  being paid on the then outstanding Common Shares minus (ii)
                  one tenth (.1) of the amount of dividends per share on the
                  Series B Preferred Stock being paid at the same time as such
                  payment of dividends on the outstanding Common Shares.

                                    (c) Conversion. Upon (i) the effectiveness
                  of ME Merger (as hereinafter defined) and (ii) either (A) the
                  receipt by the Corporation from The Nasdaq Stock Market, Inc.
                  ("Nasdaq") of confirmation (the "Nasdaq Confirmation") that
                  the conversion into Common Shares of the outstanding shares of
                  Series B Preferred Stock issued in connection with the ME
                  Merger does not require further shareholder approval under the
                  Nasdaq Marketplace Rules or (B) shareholder approval of the
                  conversion into Common Shares of the outstanding shares of
                  Series B Preferred Stock issued in connection with the ME
                  Merger, all of the issued and outstanding shares of the Series
                  B Preferred Stock will automatically convert into Common
                  Shares at a rate of ten Common Shares for every one share of
                  Series B Preferred Stock so converted. The term "ME Merger"
                  shall mean the merger of MailEncrypt.com, Inc., a California
                  corporation ("ME"), into Mail Acquisition Corporation ("MAC"),
                  pursuant to the Merger Agreement and Plan of Reorganization,
                  dated as of November 6, 2000 (the "ME Merger Agreement"),
                  among the Corporation, MAC, ME and the shareholders of ME.

                                    (d) Redemption. In the event that (i) on or
                  before December 31, 2000, the Corporation shall not have
                  received the Nasdaq Confirmation or (ii) on or before June 30,
                  2001, the shareholders of the Corporation do not approve the
                  conversion into Common Shares of the outstanding shares of
                  Series B Preferred Stock issued in connection with the ME
                  Merger, and provided that the holders of the Series B
                  Preferred Stock have not exercised their rights pursuant to
                  Article 9 of the ME Merger Agreement, the Corporation shall,
                  unless the period for redemption is

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                  extended by the Board of Directors of the Corporation, redeem
                  the outstanding shares of Series B Preferred Stock by paying
                  on the date set for redemption, which will be no more than
                  sixty days and not less than thirty days from December 15,
                  2001 (the "Redemption Date"), an amount (the "Redemption
                  Price") equal to the sum of $.001 per share of Series B
                  Preferred Stock, subject to the following terms and
                  conditions:

                                            (i) The Corporation shall give
                           notice (the "Redemption Notice") not more than sixty
                           days and not less than thirty days prior to the
                           Redemption Date by first class United States mail to
                           each holder of record of shares of Series B Preferred
                           Stock called for redemption (the "Redeemed Shares")
                           at his address appearing on the stock transfer books
                           of the Corporation; and

                                            (ii) The Corporation may pay the
                           Redemption Price for any Redeemed Shares from the
                           surplus and stated capital of the Corporation, but no
                           such redemption shall be made if the Corporation
                           would thereby become insolvent or, if stated capital
                           is used, the redemption would reduce the net assets
                           of the Corporation below the stated capital remaining
                           after giving effect to the cancellation of the
                           Redeemed Shares.

                               (e) Voting Rights.

                                            (i) In addition to any other rights
                           provided for herein or by law, the holders of Series
                           B Preferred Stock shall be entitled to vote, together
                           with the holders of Common Shares as one class, on
                           all matters as to which holders of Common Shares
                           shall be entitled to vote, in the same manner and
                           with the same effect as such holders of Common
                           Shares. In any such vote, each share of Series B
                           Preferred Stock shall entitle the holder thereof to
                           five and four-tenths (5.4) votes per share of Series
                           B Preferred Stock, calculated to the nearest whole
                           number.

                                            (ii) So long as at least 36,428
                           shares of Series B Preferred Stock remains
                           outstanding, the consent of the holders of two-thirds
                           of the then outstanding Series B Preferred Stock,
                           voting as one class, either expressed in writing or
                           at a meeting called for that purpose, shall be
                           necessary to permit, effect or validate the creation
                           and issuance of any series of preferred stock or
                           other security of the Corporation which is senior as
                           to Distributions to the Series B Preferred Stock.

                                            (iii) So long as at least 36,428
                           shares of Series B Preferred Stock remains
                           outstanding, the consent of two-thirds of the holders
                           of the then outstanding Series B Preferred Stock,
                           voting as one class, either expressed in writing or
                           at a meeting called for that purpose, shall be
                           necessary to repeal, amend or otherwise change this
                           Certificate of Amendment of the Certificate of
                           Incorporation of the Corporation, as


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                           amended, in a manner which would alter or change the
                           powers, preferences, rights, privileges, restrictions
                           and conditions of the Series B Preferred Stock so as
                           to adversely affect the Series B Preferred Stock.

                                            (iv) In the event that the holders
                           of the Series B Stock are required to vote as a class
                           on any other matter, the affirmative vote of holders
                           of not less than fifty percent (50%) of the
                           outstanding of Series B Preferred Stock shall be
                           required to approve each such matter to be voted
                           upon, and if any matter is approved by such requisite
                           percentage of holders of Series B Preferred Stock,
                           such matter shall bind all holders of Series B
                           Preferred Stock.

                                    (f) Preemptive Rights. Holders of Series B
                  Preferred Stock shall have no preemptive rights.

                                    (g) Liquidation Rights. Upon liquidation,
                  dissolution or winding up of the Corporation, whether
                  voluntary or involuntary, each holder of shares of Series B
                  Preferred Stock shall be entitled to receive, immediately
                  after any distribution of securities required by the
                  Corporation's Certificate of Incorporation, in preference to
                  any distributions of any of the assets or surplus funds of the
                  Corporation to the holders of the Common Shares and pari passu
                  with any distribution of Parity Securities an amount equal to
                  $.001 per share of Series B Preferred Stock, plus an
                  additional amount equal to any dividends declared but unpaid
                  on such shares before any payments shall be made or any assets
                  distributed to holders of any class of Common Shares. If, upon
                  any such liquidation, dissolution or winding up of the
                  Corporation, the assets of the Corporation shall be
                  insufficient to pay the holders of shares of the Series B
                  Preferred Stock the amount required under the preceding
                  sentence, then all remaining assets of the Corporation shall
                  be distributed ratably to holders of the shares of the Series
                  B Preferred Stock. An amount equal to $.001 per share, plus an
                  additional amount equal to any dividend declared but unpaid on
                  such Common Shares, shall then be paid ratably to the holders
                  of the Common Shares. All assets remaining thereafter shall
                  then be distributed, pari passu, to all the holders of the
                  Series A Preferred Stock, Series B Preferred Stock (on the
                  basis as if all outstanding shares of Series B Preferred Stock
                  had been converted into Common Shares in accordance with
                  paragraph (c) above) and all Common Shares.

                           6. This Amendment of the Certificate of Incorporation
         of the Corporation was approved by the Board of Directors of the
         Corporation, at a meeting of such Board of Directors held on November
         13, 2000, as authorized by Article FOURTH of the Certificate of
         Incorporation.



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                  IN WITNESS WHEREOF, the undersigned have signed this
Certificate this ___ day of November, 2000, and do hereby affirm, under
penalties of perjury, that the statements contained herein have been examined by
us and are true and correct.



                                                /s/ Ira Levy
                            ----------------------------------------------------
                                             Ira Levy, President



                                            /s/ Steven J. Lubman
                            ----------------------------------------------------
                                         Steven J. Lubman, Secretary


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