THERMALTEC INTERNATIONAL CORP
10SB12G/A, EX-3.3, 2000-09-27
MISCELLANEOUS CHEMICAL PRODUCTS
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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                         THERMALTEC INTERNATIONAL, CORP.




     THERMALTEC INTERNATIONAL, CORP., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation at a meeting duly
convened and held, adopted the following resolution:

     RESOLVED that the Board off Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:

     FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:

            Ten Million (10,000,000) Shares With a Par Value of .0001
                   Amounting To One Thousand Dollars ($1,000).


     SECOND: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by ANDREW MAZZONE, this Twenty-Second day of September A.D. 2000.


                                             /s/ Andrew Mazzone
                                             ------------------
                                             Authorized Officer



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