Certificate cf Correction
                         of Certificate of Amendment of
                          Certificate of Incorporation
                               of Magna-Lab, Inc.

               (Under Section 105 of the Business Corporation Law)

      Pursuant to the provisions of Section 105 of the Business Corporation Law
of the State of New York, the undersigned, being the Chief Financial Officer of
Magna-Lab, Inc., a New York corporation (the "Corporation"), does hereby
certify:

      FIRST: The name of the corporation is Magna-Lab Inc.

      SECOND: The Certificate of Amendment of the Certificate of Incorporation
      being corrected hereby was filed by the Department of State of New York on
      March 1, 2007 (the "Certificate of Amendment").

      THIRD: The purpose of this Certificate of Correction is to correct an
      error in the rate of change in the authorized unissued shares of Class A
      Common Stock reflected in Article Fourth of the Certificate of Amendment.

      FOURTH: As corrected, Article Fourth of the Certificate of Amendment shall
      read in its entirety as follows:

            "FOURTH: To accomplish the reverse split, (i) the 108,602,489 shares
            of Class A Common Stock, $.001 par value per share, that are
            presently issued and outstanding are hereby changed into 1,086,025
            shares of Class A Common Stock, $.001 par value per share, at a rate
            of one share of Class A Common Stock for each 100 shares presently
            issued and outstanding, (ii) the 330,372 shares of Class B Common
            Stock, $.001 par value per share, that are presently issued and
            outst anding are hereby changed into 3,304 shares of Class B Common
            Stock, $.001 par value per share, at a rate of one share of Class B
            Common Stock for each 100 shares presently issued and outstanding,
            (iii) the 11,397,511 shares of Class A Common Stock, $.001 par value
            per share, that are presently authorized and unissued are hereby
            changed into 118,913,975 unissued shares of Class A Common Stock,
            $.001 par value per share, at the rate of 10.4333284 shares of Class
            A Common Stock for each presently authorized and unissued share and
            (iv) the 3,419,628 shares of Class B Common Stock, $.001 par value
            per share, that are presently authorized and unissued are hereby
            changed into 3,746,696 unissued shares of Class B Common Stock,
            $.001 par value per share, at the rate of 1.0956443 shares of Class
            B Common Stock for each presently authorized and unissued share. No
            fractional share shall be issued in connection with the foregoing
            reverse stock split; all issued and outstanding shares of Class A
            Common Stock and Class B Common Stock so split that are held by a
            stockholder will be aggregated and each fractional share resulting
            from such aggregation shall be rounded up to the nearest whole
            share. Upon surrender to the Corporation of certificates (duly
            endorsed in blank) evidencing pre-split shares, new certificates
            evidencing the appropriate number of post-split shares will be
            issued to the surrendering shareholders. The reverse split will not
            affect the authorized capital stock of the Corporation. Accordingly,
            Section I of ARTICLE THIRD of the Certificate of Incorporation of
            the Corporation, relating to authorized capital, is hereby restated
            in its entirety as follows:

                  `THIRD:

                        1. The aggregate number of shares which the Corporation
                        shall have authority to issue is one hundred twenty
                        eight million seven hundred fifty thousand
                        (128,750,000), divided into three classes: (i) five
                        million (5,000,000) shares of preferred stock, $.01 par
                        value per share (the "Preferred Stock"), and (ii) three
                        million seven hundred fifty thousand (3,750,000) Class B
                        common shares, $.001 par value per share (the "Class B
                        Common Stock"), and (iii) one hundred twenty million
                        (120,000,000) shares of Class A common stock, $.001 par
                        value per share (the "Class A Common Stock").'"



      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of the 1st day of March, 2007.


                                                  /s/ Kenneth C. Riscica
                                                  ------------------------------
                                                  Name: Kenneth C. Riscica
                                                  Title: Treasurer and Secretary