CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Profit and Nonprofit Corporations

(Please read Information and Instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 182 Public Acts of 1982 nonprofit corporations), the undersigned corporation executes the following Certificate:

1.                     The present name of the corporation is: NEWCO ACQUISITION CORP.

2.                     The identification number assigned by the Bureau is: 45109A

3.                     Article 1 of the Articles of incorporation is hereby amended to read as follows:

The name of the corporation is Fabtek Corporation.

COMPLETE ONLY ONE OF THE FOLLOWING:

4.                     (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.)

The foregoing amendment to the Articles of Incorporation were duly adopted on the 14th day of August, 2000, in accordance with the provisions of the Act by the unanimous consent of the Incorporator(s) before the first meeting of the Board of Directors or Trustees.

Signed this 21st day of September, 2000

5.                     (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the        day of            ,           , by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following)

o                  at a meeting the necessary votes were cast in favor of the amendment.

o                  by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation.  Written notice to shareholders or members who have not consented in writing has been given.  (Note: Written consent by less than all of the shareholders of members is permitted only if such provision appears in the Articles of Incorporation.)

o                  by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

o                  by the board of a profit corporation pursuant to section 611(2).

Michigan Department of Consumer and Industry Services

Filing Endorsement

This is to certify that the CERTIFICATE OF AMENDMENT – CORPORATION

for

FABTEK CORPORATION

ID NUMBER: 45109 A

received by facsimile transmission on October 10, 2000 is hereby endorsed Filed on October 10, 2000 by the Administrator.

The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.

Sent by Facsimile Transmission 11654