CERTIFICATE OF INCORPORATION
OF
ALL COMMUNICATIONS CORPORATION
THIS IS TO CERTIFY THAT, THERE is hereby organized a corporation under and
by virtue of N.J.S. 14A:1-1 et seq., the 'New Jersey Business Corporation Act.'
1. The name of the Corporation is:
ALL COMMUNICATIONS CORPORATION
2. The purposes for which this corporation is organized is: To engage in
any activities within the purposes for which a corporation may be organized
under the New Jersey Business Corporation Act, N.J.S. 14A-1 et seq.
3. The aggregate number of shares the corporation shall have authority to
issue is 100,000,000.
4. The address of the corporation's initial registered office is: 111
Northfield Avenue, West Orange, New Jersey 07052, Suite 201. The initial
registered agent at such address is:
ROBERT B. KRONER
5. The first Board of Directors of this corporation shall consist of one
Director and the name and address of such director is:
RICHARD A. REISS
324 Weed Avenue
Stamford, Conn. 06902
6. The name of the incorporator is ROBERT B. KRONER, 111 Northfield Avenue,
West Orange, New Jersey 07052.
7. All officers and directors shall be indemnified by the corporation to
the fullest extent permitted by N.J.S. 14a:3-5.
8. A director of the corporation shall not be personally liable to the
corporation or its shareholders for damages for breach of any duty owed to the
corporation or its shareholders,
except for liability for any breach of duty based upon an act or omission (a) in
breach of such persons duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit.
IN WITNESS WHEREOF, the individual incorporator being over the age of 18
years has signed this Certificate on this 15th day of August, 1991.
/s/ ROBERT B. KRONER
...............................
ROBERT B. KRONER
111 Northfield Avenue, Suite 201
West Orange, New Jersey 07052
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF
ALL COMMUNICATIONS CORPORATION
The following Amendment to the Certificate of Incorporation of All
Communications Corporation was approved by the shareholders of the corporation
pursuant to the provisions of N.J.S. 14A:9-2(4) as follows:
(A). The name of the corporation is All Communications Corporation.
(B). Paragraph 3 of the Certificate of Incorporation is amended to
add Article Seventh as follows:
'The aggregate number of shares the corporation shall have
authority to issue is 101,000,000, 100,000,000 of which are common
and 1,000,000 of which are preferred'.
(C). The Amendment was adopted by the shareholders of All
Communications Corporation on December 6, 1996.
(D). The number of shares entitled to vote on the Amendment is
1,500,000.
(E). The number of shares voting for the Amendment is 1,500,000 and
no shares voting against.
(F). This Amendment is to become effective immediately at the time
filing.
IN WITNESS WHEREOF the undersigned has executed this Certificate of
Amendment on the 9th day of December, 1996 intending that the same be thereafter
filed in the office of the New Jersey Secretary of State pursuant to N.J.S.
14A:9-4(5).
All Communications Corporation
/s/ RICHARD A. REISS
...............................
By: RICHARD A. REISS, PRESIDENT
STATE OF NEW JERSEY :
SS:
COUNTY OF UNION :
I CERTIFY that on December 9, 1996, Richard A. Reiss personally came before
me and acknowledged under oath, to my satisfaction, that this person (or if more
than one, each person):
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his act and deed.
/s/ ROBERT B. KRONER
...............................
ROBERT B. KRONER
An Attorney at Law of New Jersey