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from 10SB12G ~20 pages Bylaws - Thermotek

from 10SB12G 1 page Certificate of Amendment of Certificate of Incorporation of the Accord Group Inc. the Accord Group a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware Does Hereby Certify: First: That at a Meeting of the Board of Directors of the Accord Group Inc. Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows, Resolved, That the Certificate of Incorporation of This Corporation He Amended by Changing the Article Thereof Numbered "First" So That, as Amended Said Article Shall Be and Read as Follows: First: The Name of the Corporation Is Thermotek International, Inc. Second, That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Duly Called and Held, Upon Notice in Accordance With Section 222 of the General Corporation Law of the State of Delaware at Which Meeting the Necessary Number of Shares as Required by Statute Were Voted in Favor of the Amendment. Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof: Said the Accord Group Inc. Has Caused This Certificate to Be Signed by Its Authorized Officer This 27day of October,1998. By: /Ss/ Richard Singer Richard Singer Title: Chairman of the Board, President <page> Further Resolved, That the Officers and Directors of the Corporation Are Hereby Authorized to Take All Necessary Actions to Effect Such Name Change With the Secretary of State of the State of Delaware. Executed as of the 21st Day of October 1998. Shareholders: Securities Resolution Advisors, Inc. By: /Ss/ Richard Singer Richard Singer, President

from 10SB12G 1 page Consent to Action in Lieu of a Special Meeting of the Shareholders of the Accord Group, Inc. October 21, 1998 the Undersigned, Being the Holder of a Majority of the Shares of Voting Stock Issued and Outstanding of the Accord Group, Inc., a Delaware Corporation (The "Corporation"), Acting by Written Consent Without a Meeting Pursuant to Delaware General Corporation Law, Do Hereby Adopt the Following Resolutions With the Same Force and Effect as if Such Resolutions Had Been Duly Presented and Adopted at a Special Meeting of the Shareholders of the Corporation Duly Called and Hel6 on October 21,1998: Whereas, It Has Been Proposed by the Board of Directors of the Corporation That the Name of the Corporation Be Changed From the Accord Group, Inc. to Thermotek International, Inc. to Better Reflect the Current and Contemplated Business Activities of The, Corporation; and Whereas, in Order- To Change the Name of the Corporation, It Is Necessary to Amend the Articles of Incorporation of the Corporation Which Requires the Approval of the Shareholders of the Corporation in Accordance With the Provisions of the Delaware General Corporation Law; and Whereas, the Shareholder Whose Signature Appears Below Is the Owner of Record of in Excess of 60% of the Outstanding Shares of Common Stock of the Corporation as of This Date. Now, Therefore, Be It: Resolved, That the Articles of Incorporation of the Accord Group, Inc. Are Amended by Restating the First Article Thereof So That, as Restated, the Article Shall Be and Read as Follows: The Name of the Corporation (Hereinafter Called "Corporation") Is Thermotek International, Inc. Further Resolved, That the Articles of Incorporation of the Accord Group, Inc. Are Amended by Restating the Fourth Article Thereof So That, as Restated, the Article Shall Be and Read as Follows: The Amount of the Total Authorized Capital Stock of This Corporation Is Divided Into 100,000,000 Shares of Stock at $.001

from 10SB12G 1 page State of Delaware Certificate of Amendment of Certificate, of Incorporation Mas Acquisition II 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 at a Meeting of the Board of Directors of September 8, 1997, Resolutions Were Duly Adopted Setting Forth a Proposed Amendment of the Certificate of Incorporation of Said Corporation, Declaring Said Amendment to Be Advisable and Calling a Meeting of the Stockholders of Said Corporation for Consideration Thereof. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Certificate. of Incorporation of This Corporation Be Amended by Changing the Article Thereof Numbered "First" So That, as Amended, Said Article Shall Be and Read as Follows: "The Name of the Corporation Is Thermotek Environmental, Inc." Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, a Special Meeting of the Stockholders of Said Corporation Was Duly Called and Held Upon Notice in Accordance With Section 222 of the General Corporation of Laws of the State of Delaware at Which Meeting the Necessary Number of Shares as Required by Statue Were Voted in Favor of the Amendment Third: That Said Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Fourth: That the Capital of Said Corporation Shall Not Be Reduced Under or by Reason of Said Amendment. in Witness Whereof, Said Mas Acquisition II Corp. Has Caused This Certificate to Be Signed by /Ss/Caroline Quigley Incorporator / Caroline Quigley

from 10SB12G 1 page Articles and Amendment