EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF ANY PART OF THE CAPITAL OF ENERTEC ELECTRONICS, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is Enertec Electronics, Inc. 2. The corporation has not received any payment for any of its stock. 3. The certificate of incorporation of the corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said Article the following new Article I: "ARTICLE I NAME OF CORPORATION The name of the corporation is OPAL TECHNOLOGIES, INC. (the "Corporation")." 4. The amendment of the certificate of incorporation of the corporation herein certified was duly adopted, pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, by the sole incorporator, no directors having been named in the certificate of incorporation and no directors having been elected. Signed on April 23, 2002 KAPLAN GOTTBETTER & LEVENSON, LLP, Sole Incorporator By: /s/ Adam S. Gottbetter ----------------------------- Adam S. Gottbetter, Member E-6