Certificate of Incorporation

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


Under Section 805 of the Business Corporation Law


The undersigned, being the President 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 November 24, 1981.


3. Article FOURTH of the Certificate of Incorporation of the Corporation, as
amended to the date hereof, authorizes the issuance of up to 1,000,000
shares of preferred stock, par value $.001 per share (the "Preferred
Stock"), of the Corporation in one or more series, from time to time, with
each such series to have such designations, powers, preferences, and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as may be stated and
expressed in the resolution or resolutions providing for the issuance of
such series adopted by the Board of Directors of the Corporation, said
Board of Directors being expressly vested with authority to adopt any such
resolution or resolutions.


4. The Board of Directors of the Corporation has, by resolutions duly adopted,
authorized (a) 260,000 of the 1,000,000 shares of Preferred Stock of the
Corporation to be designated Non-Voting Redeemable Convertible Series A
Preferred Stock, par value $.001 per share (the "Series A Preferred
Stock"), of which 239,000 shares of Series A Preferred Stock have been
issued and are outstanding as of the date hereof, and (b) 200,000 of the
1,000,000 shares of Preferred Stock of the Corporation to be designated
Voting Redeemable Convertible Series B Preferred Stock, par value $.001 per
share (the "Series B Preferred Stock"), of which 178,276.55 shares of
Series B Preferred Stock have been issued as of the date hereof.


5. 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 C
Preferred Stock as fixed by the Board of the Corporation in resolutions
duly adopted by said Board of Directors pursuant to the authority vested in
it by the Certificate of Incorporation of the Corporation.


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


1


Non-Voting Redeemable Convertible Series C 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 up to 100,000 shares designated as Non-Voting Redeemable Convertible Series C Preferred Stock, $.001 par value per share (referred to herein as "Series C Preferred Stock").


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


(a) Rank. The Series C Preferred Stock shall rank (i) senior to the common stock, par value $.001 per share (the "Common Stock"), of the Corporation, (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series C Preferred Stock of whatever subdivision, (iii) except as specifically provided in this section 2, on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Series C Preferred Stock, including, but not limited to, the Series A Preferred Stock and Series B Preferred Stock, in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily.


(b) Dividends.


(i) The dividend rate on the shares of Series C
Preferred Stock shall be $.50 per share per annum. Such dividends shall
be cumulative and accrue on each share of Series C Preferred Stock from
April 15, 2001 and shall be payable in cash if, when and as declared by
the Board of Directors, on June 30, and December 31, of each year,
commencing with June 30, 2001. Each such dividend shall be paid to the
holders of record of shares of the Series C Preferred Stock as they
appear on the stock register of the Corporation on such record date,
not exceeding 30 days nor less than ten days preceding the payment date
thereof, as shall be fixed by the Board of Directors of the Corporation
or a duly authorized committee thereof.


(ii) When dividends are not paid in full or declared
in full and sums set apart for the payment thereof ...