CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            DISTINCTIVE DEVICES, INC.

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                           (Pursuant to Section 805 of
                     the New York Business Corporation Law)

                                       ---

     Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned hereby certifies as follows:

     1. The name of the corporation is Distinctive Devices, Inc., a corporation
organized and existing under the laws of the State of New York (the
"Corporation"). The Corporation was formed under the name of Leasatronic Machine
Corp.

     2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on May 5, 1961.

     3. Article THIRD of the Certificate of Incorporation as now in full force
and effect, which sets forth the authorized capital stock of the Corporation, is
hereby amended by deleting the first paragraph thereof in its entirety and
substituting in lieu thereof the following paragraph:

          "THIRD: The total number of shares of stock which the Corporation
          shall have authority to issue is One Hundred and Five Million
          (105,000,000) shares, of which One Hundred Million (100,000,000)
          shares shall be Common Stock with a par value of a tenth of one cent
          ($0.001) per share (hereinafter the "Common Stock") and Five Million
          (5,000,000) shares shall be Preferred Stock with a par value of a
          tenth of one cent ($0.001) per share (hereinafter the "Preferred
          Stock")."

     4. The Corporation had 20,000,000 shares of Common Stock, $.05 par value,
of which 19,134,824 shares were issued. To effect the amendment in paragraph 3,
(i) these shares were converted on a one to one basis to 19,134,824 shares of
Common Stock, $.001 par value; (ii) the 865,176 shares of Common Stock, $.05 par
value, that were unissued were converted on a one to one basis to 865,176 shares
of Common Stock, $.001 par value; and (iii) the Corporation authorized an
additional 80,000,000 shares of Common Stock, $.001 par value.

     5. The Corporation had 1,000,000 shares of Preferred Stock, $1.00 par
value, of which 10,000 shares of Series C Preferred Stock and 173,333 shares of
Series D Preferred Stock were issued. To effect the amendment in paragraph 3,
(i) the 10,000 shares of Series C Preferred Stock were converted on a one to one
basis to 10,000 shares of Preferred Stock, $.001 par value; (ii) the 173,333
shares of Series D Preferred Stock were converted on a one to one basis to





173,333 shares of Preferred Stock, $.001 par value; (iii) the 816,667 shares of
Preferred Stock, $1.00 par value, that were unissued were converted on a one to
one basis to 816,667 shares of Preferred Stock, $.001 par value; and (iii) the
Corporation authorized an additional 4,000,000 shares of Preferred Stock, $.001
par value.

     6. Article THIRD of the Certificate of Incorporation as now in full force
and effect, which sets forth the authorized capital stock of the Corporation, is
hereby amended by the addition of the following provision as the second
paragraph of Article THIRD:

               "Upon amendment of this Article as stated, each outstanding share
          of Common Stock, $.001 par value, of the Corporation shall become
          one-sixth (1/6) of a share of Common Stock, $.001 par value."

     7. Upon the effective date of the amendment in paragraph 6 (the "Effective
Date"), each share of the Company's Common Stock, issued and outstanding
immediately prior to the Effective Date (the "Old Common Stock") shall
automatically and without any action on the part of the holder thereof be
reclassified and changed, pursuant to a reverse stock split, into one-sixth
(1/6) of a share of the Company's outstanding Common Stock (the "New Common
Stock"). Each holder of a certificate or certificates which immediately prior to
the Effective Date represented outstanding shares of Old Common Stock (the "Old
Certificates," whether one or more) shall be entitled to receive upon surrender
of such Old Certificates to the Company's Transfer Agent for cancellation, a
certificate or certificates (the "New Certificates," whether one or more)
representing the number of whole shares of the New Common Stock into which and
for which the shares of the Old Common Stock formerly represented by such Old
Certificates so surrendered, are reclassified under the terms hereof. From and
after the Effective Date, Old Certificates shall represent only the right to
receive New Certificates pursuant to the provisions hereof. No certificates or
scrip representing fractional share interests in New Common Stock will be
issued, and no such fractional share interest will entitle the holder thereof to
vote, or to any rights of a shareholder of the Company. Any fraction of a share
of New Common Stock to which the holder would otherwise be entitled will be
adjusted upward or downward to the nearest whole share. If more than one Old
Certificate shall be surrendered at one time for the account of the same
shareholder, the number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the basis of the aggregate
number of shares represented by the Old Certificates so surrendered. In the
event that the Company's Transfer Agent determines that a holder of Old
Certificates has not tendered all his certificates for exchange, the Transfer
Agent shall carry forward any fractional share until all certificates of that
holder have been presented for exchange such that share issuance for fractional
shares to any one person shall not exceed one share. If any new Certificate is
to be issued in a name other than that in which the Old Certificates surrendered
for exchange are issued, the Old Certificates so surrendered shall be properly
endorsed and otherwise be in proper form for transfer, and the person or persons
requesting such exchange shall affix any requisite stock transfer tax stamps to
the Old Certificates surrendered, or provide funds for their purchase, or
establish to the satisfaction of the Transfer Agent that such taxes are not
payable. From and after the Effective Date the amount of capital represented by
the shares of the New Common Stock into which and for which the shares of the
Old Common Stock are reclassified under the terms hereof shall be the same as
the amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable law.


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     8. The Certificate of Incorporation of the Corporation, as now in full
force and effect, is hereby amended to set forth certain limitations of the
liabilities of directors by the addition of an Article SEVENTH as follows:

          "SEVENTH: No director shall be personally liable to the Corporation or
          its shareholders for damages for any breach of duty in such capacity,
          except that this provision shall not eliminate or limit the liability
          of any director if a judgment or other final adjudication adverse to
          such director establishes that such director's acts or omissions were
          in bad faith or involved intentional misconduct or a knowing violation
          of law or that such director personally gained in fact a financial
          profit or other advantage to which such director was not legally
          entitled or that such director's acts violated Section 719 of the
          Business Corporation Law, nor shall this provision eliminate or limit
          the liability of any director for any act or omission prior to the
          adoption of this provision.

               Any repeal or modification of this Article SEVENTH shall not
          increase the personal liability of any director of the Corporation for
          any act or occurrence taking place prior to such repeal or
          modification, or otherwise adversely affect any right or protection of
          a director of the Corporation existing at the time of such repeal or
          modification.

               The provisions of this Article SEVENTH shall not be deemed to
          limit or preclude indemnification of a director by the Corporation for
          any liability of a director which has not been eliminated by the
          provisions of this Article SEVENTH."

     9. This amendment of the Certificate of Incorporation was authorized by the
Board of Directors, followed by shareholder approval by the vote of the holders
of a majority of all of the outstanding shares of the Corporation's capital
stock entitled to vote thereon.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment to be executed by a duly authorized officer on the 30th day of
September, 2002.

                                                 /s/ Sanjay Mody
                                                 ---------------------------
                                                 Name:  Sanjay Mody
                                                 Title: President


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