MOMENTUM HOLDINGS CORP
8-K/A, EX-3, 2000-07-27
BLANK CHECKS
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                                                                       EXHIBIT 3

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION

         MOMENTUM HOLDING CORP., a corporation organized and existing under and
         by virtue of the General Corporation Law of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

         RESOLVED: that the Certificate of Incorporation of MOMENTUM HOLDING
CORP. be amended by changing Article I thereof so that, as amended, said Article
shall be and read as follows:

         The name of the corporation is MOMENTUM HOLDINGS CORPORATION.

         IN WITNESS WHEREOF, said MOMENTUM HOLDING CORP. has caused this
certificate to be signed by Mitchell Maxwell, its Chairman of the Board of
Directors, this 21st day of June, 2000.


                                          MOMENTUM HOLDING CORP.


                                          By       ///Signed///
                                            --------------------------------
                                                     Chairman


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