<PAGE> 1
BAYNET, LTD. AND SUBSIDIARIES
(FORMERLY BAYOU INTERNATIONAL, LTD)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BAYNET, LTD.
(Under section 242 of the General Corporation Law)
Baynet, Ltd., a corporation organised and existing under the General
Corporations Law of the State of Delaware (the "Corporation"), does hereby
certify that:
FIRST: The name of the Corporation is Baynet, Ltd.
SECOND: The Certificate of Incorporation is hereby amended by
striking out Article "I" thereof and by substituting
in lieu of said Article the following provisions:
"1. The name of the Corporation (the
"Corporation") is Bay Resources Ltd."
THIRD: The Amendment to the Certificate of Incorporation
herein certified has been duly adopted in accordance
with the provision of Section 228 and 242 of the
General Corporations Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this certificate this 17th day
of October, 2000.
ATTEST:
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<S> <C>
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Ian R Currie ---------------------------------------------
Director Peter J Lee
Director & Secretary
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