Exhibit 3.1.11


                            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.

      SECOND: The Board of Directors of the Corporation, acting by 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) The holders of shares of 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, non-cumulative
      dividends payable in cash for any periods during which Series A Preferred
      Stock is outstanding on or after January 1, 2004 as may be determined by
      the Board of Directors. Such dividends shall be payable semi-annually or
      as otherwise determined by the Board of Directors 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,
      2004 and all rights of the holders of the Series A Preferred Stock to
      receive any dividends which have accrued prior to January 1, 2004 and
      which have not been declared are hereby canceled.

            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
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 with
the provisions of Section 151, 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 31st day of December, 2003.


ATTEST:                                   PNY TECHNOLOGIES, INC.


/s/ Heidi Stuto                           By: /s/ Gadi Cohen
- ------------------------------               ---------------------------------
Heidi Stuto, Secretary                       Gadi Cohen, President


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