[LOGO]
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby certify:
That the annexed transcript has been compared with the corporate record on file
in this office, of which it purports to be a copy, and that same is full, true
and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this
OCT 29 1996
____________________________
BILL JONES
[SEAL] Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ALPHAREL, INC.
The undersigned, Jay V. Tanna and John W. Low, certify that:
1. They are the President and Chief Executive Officer and Secretary,
respectively, of Alpharel, Inc., a California corporation (the "Corporation").
2. Article I of the Articles of Incorporation of this Corporation is
amended and restated to read in its entirety as follows:
"The name of the corporation is Altris Software, Inc."
3. Article III of the Articles of Incorporation of this Corporation is
amended by:
(i) Amending Paragraph (a) thereof to read in its entirety as
follows:
"(a) This corporation is authorized to issue two classes of
shares of stock, designated, respectively as "Common Stock" and
"Preferred Stock." The total number of shares of all classes of stock
that this Corporation is authorized to issue is Twenty One Million
(21,000,000), consisting of Twenty Million (20,000,000) shares of
Common Stock and One Million (1,000,000) shares of Preferred Stock. At
5:00 p.m., Pacific Standard Time, on October 25, 1996, each two shares
of Common Stock issued and outstanding immediately prior thereto,
automatically and without any action on the part of the holder
thereof, will be reclassified and changed into one share of Common
Stock."
(ii) Amending the first paragraph of Paragraph (b) thereof to read
in its entirety as follows:
"(b) Shares of Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is authorized to fix the
number of shares and to determine the designation of shares of any such series.
The Board of Directors is also authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, including, without limitation, the dividend
rights (and whether dividends are cumulative), conversion rights, if any, voting
rights (including the number of votes, if any, per share, as well as the number
of members, if any, the Board of Directors or the percentage of members, if any,
of the Board of Directors that each series of Preferred Stock may be entitled to
elect), rights and terms of redemption (including sinking fund provisions, if
any), redemption price and liquidation preferences, and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issuance of shares of
that series. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series."
4. The foregoing amendments of the Articles of Incorporation have
been duly approved by the Board of Directors.
5. The foregoing amendments of the Articles of Incorporation have been
duly approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The total number of outstanding shares
of the Corporation entitled to vote thereon is 18,928,407, all of which are
shares of Common Stock. There are
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presently no shares of Preferred Stock outstanding. The number of shares voting
in favor of the amendments equaled or exceeded the vote required. The percentage
vote required was greater than 50%.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
DATED: October 24, 1996
/s/ Jay v. Tanna
_________________________________________
Jay V. Tanna
President
/s/ John W. Low
_________________________________________
John W. Low
Secretary
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