FEDERAL IDENTIFICATION NO. 04-2464749 BAHG THE COMMONWEALTH OF MASSACHUSETTS Examiner William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 N/A ARTICLES OF AMENDMENT Name (General Laws, Chapter 156B, Section 72) Approved We, Peter J. Murphy, President and Jill Pollack Kutchin, Clerk of Parlex Corporation (Exact name of corporation) located at 145 Milk Street, Methuen, Massachusetts (Street address of corporation in Massachusetts) certify that these Articles of Amendment affecting articles numbered: 3 (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended) of the Articles of Organization were duly adopted at a meeting held on October 20, 1997, by vote of 2,681,606 shares of Common Stock of 3,593,310 shares outstanding. C [ ] P [ ] M [ ] R.A. [ ] (1) being at least a majority of each type, class or series outstanding and entitled to vote thereon * Delete the inapplicable words. ** Delete the inapplicable clause. 1 For amendments adopted pursuant to Chapter 156B, Section 70. 2 For amendments adopted pursuant to Chapter 156B, Section 71. Note: if the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. 3/20/70 C To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following: The total presently authorized is: - ---------------------------------------------------------------------------- WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS - ---------------------------- ------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - ---------------------------- ------------------------------------------- Common: Common: 5,000,000 $.10 Preferred: Preferred: 1,000,000 $1.00 - ---------------------------------------------------------------------------- Change the total authorized to: - ---------------------------------------------------------------------------- WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS - ---------------------------- ------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - ---------------------------- ------------------------------------------- Common: Common: 10,000,000 $.10 Preferred: Preferred: 1,000,000 $1.00 - ---------------------------------------------------------------------------- The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. Later effective date: ______________________ SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of October, 1997. /s/ Peter J. Murphy, President Peter J. Murphy /s/ Jill Pollack Kutchin, Clerk Jill Pollack Kutchin *Delete the inapplicable words. 592325 THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) ============================= I hereby approve the within Articles of Amendment and, the filing fee in the amount of $5,000 having been paid, said articles are deemed to have been filed with me this 21st day of October 1997. Effective date: __________________________ /s/ William Francis Galvin WILLIAM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION Photocopy of document to be sent to: Edward D. Kutchin, Esq. Kutchin & Rufo, P.C. One Liberty Square Boston, MA 02109