EXHIBIT 3.1.10


                            CERTIFICATE OF AMENDMENT
                           TO THE RESTATED CERTIFICATE
                                OF INCORPORATION
                                       OF
                             PNY TECHNOLOGIES, INC.


           PNY TECHNOLOGIES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

           FIRST: The name of the Corporation is PNY TECHNOLOGIES, Inc.
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           SECOND: The Board of Directors of the Corporation, acting by
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unanimous written consent pursuant to Section 141(f) of the General Corporation
Law of the State of Delaware, did duly consent to approve and adopt the
following resolutions:

                     RESOLVED, that the Board of Directors hereby finds it to be
           advisable and in the best interests of the Corporation that the
           Restated Certificate of Incorporation of the Corporation be amended
           in the following manner:

                     Section 3.2(a) of Article FOURTH of the Restated
           Certificate of Incorporation is hereby amended and restated in its
           entirety to read as follows:

                               3.2 Dividends. (a)(i) The holders of shares of
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           Series A Preferred Stock shall be entitled to receive when, as and if
           declared by the Board of Directors out of funds legally available
           therefor, cumulative dividends payable in cash for all periods during
           which Series A Preferred Stock is outstanding commencing as of
           January 1, 2003. Such dividends shall be payable semi-annually on the
           last business day of June and December (each such date being referred
           to herein as a "Dividend Payment Date") in each year commencing on
           June 30, 2003, at a rate per annum per share equal to 7% of the
           Preferred Amount Per Share. No such dividends shall accrue or be
           payable in respect of any periods prior to January 1, 2003 and all
           rights of the holders of the Series A Preferred Stock to receive any
           dividends which have accrued prior to January 1, 2003 and which have
           not been declared are hereby canceled.

                               (ii) In the event that shares of Series A
           Preferred Stock are converted into shares of Common Stock or
           otherwise cease to be outstanding, then dividends on such shares
           payable pursuant to the foregoing Section 3.2(a)(i) shall cease to
           accrue. If at such time there are accrued and unpaid dividends on
           shares of Series A Preferred Stock, such accrued and unpaid dividends
           shall thereafter be paid to the former holders of such shares on the
           next date that would have been a Dividend Payment Date had Series A

           Preferred Stock not been converted into shares of Common Stock or
           otherwise ceased to be outstanding.

                               RESOLVED, that no shares of the Corporation's
           Series B Cumulative Redeemable Preferred Stock or Series C Cumulative
           Redeemable Preferred Stock are outstanding, and no shares of the
           Corporation's Series B Cumulative Redeemable Preferred Stock or
           Series C Cumulative Redeemable Preferred Stock will be issued subject
           to the Certificates of Designations previously filed with respect
           thereto, and, accordingly, all matters set forth in the Certificate
           of Designations of the Series B Cumulative Redeemable Preferred Stock
           and the Certificate of Designations of the Series C Cumulative
           Redeemable Preferred Stock shall, upon the filing with the Secretary
           of State of the State of Delaware of a certificate to that effect, be
           eliminated from the Corporation's Restated Certificate of
           Incorporation.

           THIRD: The stockholders of the Corporation, acting by written consent
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pursuant to Section 228(a) of the General Corporation Law of the State of
Delaware, did duly consent to, approve and adopt the aforesaid amendments to the
Restated Certificate of Incorporation of the Corporation.

           FOURTH: The aforesaid amendments have been duly adopted in accordance
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with the provisions of Section 242, 141(f) and 228(a) of the General Corporation
Law of the State of Delaware.

           IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed on its behalf by Gadi Cohen, its President, and attested by Heidi Stuto,
its Secretary, this 30th day of April, 2003.


ATTEST:                                          PNY TECHNOLOGIES, INC.

/s/Heidi Stuto                                   /s/Gadi Cohen
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Heidi Stuto, Secretary                           Gadi Cohen, President



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