The undersigned, being the Chairman and Chief Executive Officer of I.D. Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

2. The amendment to the Amended and Restated Certificate of Incorporation set forth in the following resolutions has been approved by the Corporation’s Board of Directors and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

3. Article FOURTH of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read as follows:

(A) AUTHORIZED STOCK. The total number of shares of all classes of stock which the Corporation has authority to issue is 55,000,000, consisting of (a) 50,000,000 shares of common stock, par value $.01 per share of the Corporation (the "Common Stock"), and (b) 5,000,000 shares of preferred stock, par value $.01 per share, of the Corporation (the "Preferred Stock").”

(B) PREFERRED STOCK. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to create and provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.”

IN WITNESS WHEREOF, the undersigned, being a duly elected officer of the Corporation, has executed this Certificate of Amendment and affirms the statements herein contained on this 9th day of June, 2006.

2. A Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed by the Secretary of State of Delaware on June 9, 2006 and the Certificate of Amendment requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.

3. The inaccuracy and defect of the Certificate of Amendment to be corrected is as follows: Article 3 of the Certificate of Amendment amended and restated clause (A) of Article FOURTH of the Certificate of Incorporation, but inadvertently failed to restate clauses (B) and (C) of Article FOURTH in their entirety.

4. Article 3 of the Certificate of Amendment is hereby amended and restated in its entirety to read as follows: “Article FOURTH of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(ii)

The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding).

(vii)

The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(viii)

Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion may be made.

(xi)

Such other powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof as the Board of Directors shall determine.

IN WITNESS WHEREOF, the undersigned, being a duly elected officer of the Corporation, has executed this Certificate of Correction to the Certificate of Amendment to Amended and Restated Certificate of Incorporation and affirms the statements herein contained on this 13th day of July, 2007.


	I.D. SYSTEMS, INC.

	By:	/s/ Jeffrey M. Jagid
		Jeffrey M. Jagid
		Chairman and Chief Executive Officer


	I.D. SYSTEMS, INC.

	By:	/s/ Jeffrey M. Jagid
		Jeffrey M. Jagid
		Chairman and Chief Executive Officer