1
EXHIBIT 3.3

UNITED STATES OF AMERICA
THE STATE OF [SEAL] MICHIGAN
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
LANSING, MICHIGAN

This is to Certify that the Annexed copy has been compared by me with the
record on file in this Department and that the same is a true copy thereof.

In testimony whereof, I have hereunto set my
hand and affixed the Seal of the Department,
in the City of Lansing, this 27th day
of April, 1998.

Julie Croll, Director

Corporation, Securities and Land Development Bureau

SEAL APPEARS ONLY ON ORIGINAL
2
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) FILED Date Received
APR 16, 1992
APR 20, 1992

ADMINISTRATOR
MICHIGAN DEPT OF COMMERCE
CORPORATION & SECURITIES BUREAU

CORPORATION IDENTIFICATION NUMBER 629-575

APPLICATION FOR CERTIFICATE OF AUTHORITY
TO TRANSACT BUSINESS OR CONDUCT AFFAIRS IN MICHIGAN
FOR USE BY FOREIGN CORPORATIONS

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Application:

1. The name of the corporation is:

Veltri Holdings USA, Inc.

2. (Complete this item only if the corporate name in item 1 is not
available for use in Michigan)

The assumed name of the corporation to be used in all its dealings with
the Bureau and in the transaction of its business or the conduct of its
affairs in Michigan is:

3. It is incorporated under the laws of Indiana. The date of its
incorporation is February 8, 1992, and the period of its duration
(corporate term) is perpetual.

4.a. The address of the main business of headquarters office of the
corporation is:

Wilshire Plaza-North, 900 Wilshire Drive, Troy, Michigan 48084
-------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

b. The mailing address if different than above is:

-------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

3
5. The address of its registered office in Michigan is:
500 Woodward Avenue
One Detroit Center, Suite 2500 Detroit , Michigan 48226
----------------------------------------------------------------------------
(Street Address) (City) (ZIP Code)
and the name of the resident agent at the registered office is:

George J. Christopoulos
----------------------------------------------------------------------------

The resident agent is an agent of the corporation upon whom process against
the corporation may be served.

6. The specific business or affairs which the corporation is to transact or
conduct in Michigan is as follows:

Manufacture and sale of industrial stampings and assemblies

The corporation is authorized to transact such business or conduct such
affairs in the jurisdiction of its incorporation.

7. (To be completed by profit corporations only)

The total authorized shares of the corporation is:

Common Shares 1,000 shares
---------------------------------------------------------------

Preferred Shares
------------------------------------------------------------

Signed this 1st day of April , 1992

By /s/ Ross Vincent
------------------------------------------------------
(Signature)

Ross Vincent Vice President Finance
--------------------------------------------------------
(Type or Print Name) (Type or Print Title)

SEAL APPEARS ONLY ON ORIGINAL
4
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX
BELOW. Include name, street and number (or P.O. box), city, state and ZIP code.

George J. Christopoulos, Esq.
Kerr, Russell and Weber
One Detroit Center
Suite 2500
500 Woodward Avenue
Detroit, Michigan 48226

Name of person or organization remitting fees:

Kerr, Russell and Weber
- -----------------------

- -----------------------

PREPARER'S NAME AND BUSINESS TELEPHONE NUMBER:

George J. Christopoulos
- -----------------------

(313) 961-0200
- -----------------------

- --------------------------------------------------------------------------------
INFORMATION AND INSTRUCTIONS
1. The application for certificate of authority to transact business or
conduct affairs cannot be filed until this form, or a comparable document,
is submitted.

2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.

Since this document must be microfilmed, it is important that the filing
be legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

3. This document is to be used pursuant to the provisions of chapter 10 of the
Act by a foreign corporation for the purpose of obtaining a certificate of
authority to transact business or conduct its affairs in this state. If the
foreign profit corporation subsequently changes any of the information
set forth in the Application for Certificate of Authority, it must file an
Amended Application for Certificate of Authority to Transact Business in
Michigan (from C&S-562) with the Bureau not later than 30 days after the
time a change becomes effective. If a foreign nonprofit corporation amends
its articles or is a party to a merger, a certified copy of the amendment
or Certificate of Merger must be submitted within 60 days after the
effective date.

4. Profit and nonprofit corporations - Attach to this application a
certificate stating that the corporation is in good standing under the laws
of the jurisdiction of its incorporation; dated no earlier than 30 days
prior to the date of receipt in this office. The certificate must
be executed by the official of the jurisdiction having custody of corporate
records.

5. Nonprofit corporations only - Attach to this application a copy of article
of incorporation and all amendments thereto certified by the proper
officer of the jurisdiction of incorporation.

6. Item 2 - A foreign corporation whose true name is not available for use in
Michigan is permitted to apply for a certificate of authority under an
assumed name which is available for use. Item 2 of the application for
certificate of authority to transact business or conduct affairs in
Michigan is to be completed for this purpose only. Corporations may also
transact business or conduct affairs under other assumed names by filing
separate certificates of assumed name.

7. Item 6 - This item should state only the specific activities or affairs to
be conducted in Michigan. An all purpose activities statement is not
permitted.

8. The application must be signed in ink by an authorized officer or agent of
the corporation.

9. This document is effective on the date indorsed "Filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.

10. FEES: (Make remittance payable to State of Michigan, include corporation
name and CID Number on check or money order)

Profit Corporations Nonprofit Corporations

Nonrefundable Fee...................$10.00 Filing Fee.....................$10.00
Minimum Franchise Fee...............$50.00 Franchise Fee..................$10.00
TOTAL Admittance Fees...............$60.00 TOTAL Admittance Fees..........$20.00

11. Mail form and fee to: Michigan Department of Commerce, Corporation and
Securities Bureau, Corporation Division, P.O. Box 30054, 6546 Merchantile
Way, Lansing, Michigan 48909, Telephone: (517)334-6302

SEAL APPEARS ONLY ON ORIGINAL
5

STATE OF INDIANA
FILED
OFFICE OF THE SECRETARY OF STATE
RECEIVED APR 20 1992

APR 16 1992 ADMINISTRATOR
CERTIFICATE OF EXISTENCE MICHIGAN DEPT OF COMMERCE
MICHIGAN DEPT. OF COMMERCE CORPORATION & SECURITIES
BUREAU

To Whom These Presents Come, Greeting:

I, JOSEPH H. HOGSETT, Secretary of State of Indiana, do hereby certify
that I am, by virtue of the laws of the State of Indiana, the custodian of
the corporate records and the proper office to execute this certificate.

I further certify that records of this office disclose that

VELTRI HOLDINGS USA, INC.

filed Articles of Incorporation on February 18, 1992, and is a
corporation duly organized and existing under and by virtue of the Laws of
the State of Indiana.

I further certify this corporation has filed its most recent annual report
required by law with the Secretary of State, or is not yet required to file
such annual reports; and that Articles of Dissolution have not been filed,
thus making the corporation in existence in the State of Indiana.

In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
First day of April , 1992

SEAL OF THE STATE OF INDIANA Joseph H. Hogsett
1816 -------------------------------------
JOSEPH H. HOGSETT, Secretary of State

By Carrie Runiers
-----------------------------------
Deputy

SEAL APPEARS ONLY ON ORIGINAL
6
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY) DATE RECEIVED

AUG 4 1992
-----------------
FILED
SEP 21 1992
OCT 2 1992 -----------------

Administrator
MICHIGAN DEPARTMENT OF COMMERCE -----------------
Corporations & Securities Bureau

EXPIRATION DATE: December 31, 1997 -----------------
- --------------------------------------------------------------------------------
CERTIFICATE OF ASSUMED NAME
For use by Corporations and Limited Partnerships

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Acts of 1982 (limited partnerships), the corporation or limited
partnership in item one below executes the following Certificate:

1. The true name of the corporation or limited partnership is:

Veltri Holdings USA, Inc.

2. The identification number assigned by the Bureau is: 629-575

3. The location of the corporation registered office or the office at which
the limited partnership records are maintained is:

One Detroit Center, Suite 2500, Woodward Avenue, Detroit, MI 48226-3406
-----------------------------------------------------------------------
(Street Address) (City) (State) (ZIP Code)

4. The assumed name under which business is to be transacted is:
Veltri International

Signed this 30 day of June , 1992

By /s/ Ross Vincent
------------------------------------------------------
(Signature)

Ross Vincent Vice President-Finance
--------------------------------------------------------
(Type or print name) (Type or print title)

--------------------------------------------------------
(Limited Partnerships Only - Indicate Name of General
Partner or corporation or other entity)

SEAL APPEARS ONLY ON ORIGINAL
7
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX
BELOW. Include name, street and number (or P.O. box), city, state and ZIP code.

Peggy M. Polo, Legal Assistant
KERR, RUSSELL and WEBER
One Detroit Center
500 Woodward Ave., Ste. 2500
Detroit, Michigan 48226-3406

Name of person or organization remitting fees:

Kerr, Russell and Weber
- -------------------------------------

- -------------------------------------

Preparer's name and business telephone number:

George J. Christopoulos
- -------------------------------------
(313) 961-0200
- -------------------------------------

INFORMATION AND INSTRUCTIONS

1. In order to file an assumed name with this agency this form, or a comparable
document, must be submitted. This certificate of assumed name is to be used
by a corporation or limited partnership desiring to transact business under
an assumed name other than the true name of the corporation or limited
partnership.

Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.

3. The certificate shall be effective for a period expiring on December 31 of
the fifth full calendar year following the year in which it was filed,
unless a certificate of termination is filed.

4. The same name may be assumed by two or more limited partnerships
participating together in any partnership or joint venture. The same-name
may be assumed by two or more corporations, or by one or more corporations
and one or more limited partnerships or other enterprises, in the case of
corporations and other enterprises participating together in a partnership
or joint venture. Each participant corporation or limited partnership shall
file a certificate under this section.

5. Item 1 -- For domestic corporations and limited partnerships, the true name
is the name contained in its current articles of incorporation or
certificate of limited partnership (as amended or restated.) For foreign
corporations and limited partnerships the true name is that name under
which it obtained its authority to transact business or conduct affairs in
Michigan.

6. Item 2 -- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.

7. Item 3 -- If a foreign limited partnership, this address must be that shown
in Item 6 of the application for registration to transact business in
Michigan.

8. If a corporation, this certificate must be signed in ink by an authorized
officer or agent of the corporation. If a limited partnership, it must be
signed in ink by at least one general partner.

9. FEES: (Make remittance payable to State of Michigan. Include corporate or
limited partnership name and ID number on check or money order)....$10.00

10. Mail form and fee to:

Michigan Department of Commerce, Corporation and Securities Bureau,
Corporation Division, P.O. Box 30054, 6546 Mercantile Way, Lansing, MI
48909, Telephone: (517) 334-6302

SEAL APPEARS ONLY ON ORIGINAL

8
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received (FOR BUREAU USE ONLY)
FEB 12, 1998
FILED
FEB 19 1998

Administrator
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

EXPIRATION DATE:
12-31-2003

Name Linda M. Bierl, Legal Asst.
TIMMIS & INMAN LLP

Address
300 Talon Centre

City State Zip
Detroit MI 48207

Document will be returned to the name and address you enter above

CERTIFICATE OF ASSUMED NAME
FOR USE BY CORPORATIONS, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), or Act
213, Public Act of 1982 (limited partnerships), or Act 23, Public Acts of 1993
(limited liability companies), the corporation, limited partnership, or limited
liability company in item one executes the following Certificate:

1. The true name of the corporation, limited partnership, or limited liability
company is:
VELTRI HOLDINGS USA, INC.

2. The identification number assigned by the Bureau is 629575

3. The location of the corporation or limited liability company registered
office in Michigan or the office at which the limited partnership records
are maintained is:

One Detroit Center, Suite 2500, 500 Woodward Detroit MI 48226
-------------------------------------------------------------------------------
(Street Address) (City) (State) (Zip Code)

4. The assumed name under which business is to be transacted is:
VELTRI INTERNATIONAL

COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ON ENTITY.

Signed this 5th day of February, 1998

By: Richard M. Miettinen
---------------------------------------------------
(Signature)

Richard M. Miettinen, Assistant Secretary
-----------------------------------------------
(Type or Print Name and Title)
*
------------------------------------------------------
(Limited Partnerships Only - Indicate Name of General
Partner if a Corporation or Other Entity)
9

MICHIGAN INFORMATION UPDATE
FOREIGN PROFIT CORPORATION

IDENTIFICATION 1997
NUMBER - 629575
This Report must be filed on or before May 15 FOR BUREAU USE ONLY
/ / If there are no changes from your previous filing, check this box and skip to Item 8. FILING FEE - $15.00

If there are changes from your previous filing, you must complete Items 1 through Item 8.

1. Corporate Name
VELTRI HOLDINGS USA, INC.
WILSHIRE PLAZA-NORTH
900 WILSHIRE DRIVE
TROY, MI 48084 1.a Main business address if changed.

350 TALON CENTRE
DETROIT, MI 48207

2. Resident Agent 2a. Resident Agent if different than 2
GEORGE J. CHRISTOPOULOS WAYNE C. INMAN

3. Registered office Address in Michigan - 3a. Address of registered office if different than 3 -
NO., STREET, CITY, ZIP NO., STREET, CITY, ZIP

ONE DETROIT CENTER, SUITE 2500 350 TALON CENTRE
500 WOODWARD AVENUE DETROIT, MI 48207
DETROIT 48226

The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any FILED BY DEPARTMENT MAR 30, 1998
changes were authorized by resolution duly adopted by its board of directors.

4. Describe the general nature and kind of business in which the corporation 5. Total Authorized Shares:
is engaged:

MANAGEMENT OF MARKETING & ENGINEERING SERVICES 1,000.000

6. Single business Tax Apportionment Percentage (In lieu of filing an amended application you may complete the enclosed
worksheet and remit any additional admission fees with this report).
Most recent 100% for year ending 1997
Previous attributable shares 60,000.000 Previous period _______% for year ending ____

If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE ADDITIONAL PAGES TO THIS REPORT.

7. NAME BUSINESS OR RESIDENCE ADDRESS

President
Michael T. J. Veltri, 900 Wilshire Drive, Suite 150, Troy, MI 48084

Vice President
If Wayne c. Inman, 350 Talon Centre, Detroit, MI 48207
different
than Secretary
President Wayne C. Inman, 350 Talon Centre, Detroit, MI 48207

Treasurer
David J. Woodward, 900 Wilshire, Drive, Suite 203, Troy, MI 48084

Director
If
different
than Director
Officers
Director

SIGNATURE: Report must be signed in ink by an authorized officer or agent of the corporation.

8. Signature Title Date

W.C. Inman Vice-Pres/Secretary 2/23/98

Required by Section 911, Act 234, Enclose $15.00 payable to the State of Michigan and return to:
Public Act of 1972, as amended. MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES THE OFFICE IS LOCATED AT:
Failure to file this report may result CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU 6546 MERCANTILE WAY
in the revocation of the corporation's P.O. BOX 30057 LANSING, MI 48910
Certificate of Authority to Transact LANSING, MI 48909-7557 TELEPHONE (517) 334-6300
Business in Michigan.
C&S 2500f (Rev. 1/98)

SEAL APPEARS ONLY ON ORIGINAL

10
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

Date Received (FOR BUREAU USE ONLY)

FILED

Name Linda M. Bierl, Legal Asst. APR 24 1998
Timmis & Inman L.L.P.

Address Administrator
300 Talon Centre MI DEPT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
City State Zip
Detroit MI 48207 EFFECTIVE DATE: 4/28/98

Document will be returned to the name and address you enter above

CERTIFICATE OF SHARE EXCHANGE
FOR USE BY DOMESTIC PROFIT OR FOREIGN ACQUIRING PROFIT CORPORATIONS
(Please read information and instructions on last page)

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

1. a. The name of each corporation whose shares will be acquired and its
identification number is:

Veltri Holdings USA, Inc. 629-575

b. The name of the acquiring corporation and its identification number is:

Talon Automotive Group, Inc. 500-580

2. The manner and basis of exchanging the shares to be acquired as set
forth in the plan of exchange:

(a) On the Effective Date, the holders of the outstanding shares
of the Common stock of Veltri Holdings USA, Inc. stock (the "Veltri
Shareholders") shall cause the certificate(s) representing such
shares to be surrendered to Talon Automotive Group, Inc. ("TAG"). Upon
the surrender of such certificate(s), TAG shall exchange the same for
.001 TAG Class A Shares only and shall thereupon cause new certificates
representing such TAG Class A Shares to be executed and delivered to
the Veltri Shareholders.

(b) Upon the surrender of all shares of Veltri Common Stock to TAG
by the Veltri Shareholders, TAG shall submit the same to Veltri which
shall, on the effective date, reissue new certificates representing
such stock to TAG.

SEAL APPEARS ONLY ORIGINAL
11
3. (Complete for any foreign corporation only)

This share exchange is permitted by the laws of the state of Indiana
the jurisdiction under which Veltri Holdings USA, Inc.
(name of foreign corporation)
is organized and the plan of share exchange was adopted and approved
by such corporation pursuant to and in accordance with the laws of that
jurisdiction.

4. (Complete only if an effective date is desired other than the date of
filing. This date must be no more than 90 days after receipt by the
administrator.)

The share exchange shall be effective at 10:03 a.m. Eastern Daylight
Savings Time on the *28th day of April , 1998.

5. (Complete applicable section for each constituent corporation)

a. The plan of share exchange has been adopted by the Board of Directors of
the following corporations in accordance with Section 702 of the Act:

Talon Automotive Group, Inc.

b. The plan of share exchange was approved by the shareholders of the
following constituent corporations in accordance with Section 703a.

Talon Automotive Group, Inc.

6. The plan of share exchange will be furnished by the acquiring corporation,
on request and without cost, to any shareholder of any constituent
corporation.

Signed this *23rd day of April , 1998

* Veltri Holdings USA, Inc.
-------------------------------------------------
(Name of Corporation)

By: David J. Woodward
----------------------------------------------
(Only Signature of: President, Vice
President, Chairperson or Vice-Chairperson)
David J. Woodward, Vice President

Signed this * 23rd day of April , 1998

* Talon Automotive Group, Inc.
--------------------------------------------------
(Name of Corporation)

By: David J. Woodward
----------------------------------------------
(Only Signature of: President, Vice
President, Chairperson or Vice-Chairperson)
David J. Woodward, Vice President

SEAL APPEARS ONLY ON ORIGINAL
12

[LOGO] ARTICLES OF MERGER SUE ANNE GILROY
State Form 39036 (R4/6-95) SECRETARY OF STATE
State Board of Accounts CORPORATIONS DIVISION
Approved 1995 302 W. Washington Street, Rm. E018
Indianapolis, IN 46202
Telephone: (317) 232-6576

Indiana Code 23-1-40-1 et.seq.

FILING FEE: $90.00

INSTRUCTIONS: Use 8 1/2" x 11" white paper for inserts.
Present original and two (2) copies to address in upper right
corner of this form.
Please TYPE or PRINT.
Upon completion of filing the Secretary of State will issue a
receipt.

ARTICLES OF SHARE EXCHANGE
OF
VELTRI HOLDINGS USA, INC.
------------------------------------------------------------------------
(hereinafter "the nonsurviving corporation(s)")

- --------------------------------------------------------------------------------

INTO

TALON AUTOMOTIVE GROUP, INC.
------------------------------------------------------------------------
(hereinafter "the surviving corporation")

- --------------------------------------------------------------------------------

ARTICLE I - SURVIVING CORPORATION

The name of the corporation surviving the merger is: TALON AUTOMOTIVE GROUP,
INC. and such name [ ] has [X] has not (designed which) been changed as a
result of the merger.
- --------------------------------------------------------------------------------

a. The surviving corporation is a domestic corporation existing pursuant to
the provisions of the Indiana Business Corporation Law incorporated on N/A.

b. The surviving corporation is a foreign corporation incorporated under the
laws of the State of Michigan and [ ] qualified [X] not qualified (designate
which) to do business in Indiana.

If the surviving corporation is qualified to do business in Indiana, state the
date of qualification: N/A.

(If Application for Certificate of Authority is filed concurrently herewith
state "Upon approval of Application for Certificate of Authority".)
- --------------------------------------------------------------------------------
ARTICLE II - NONSURVIVING CORPORATION(S)

The name, state of incorporation, and date of incorporation or qualification
(if applicable) respectively, of each Indiana domestic corporation and Indiana
qualified foreign corporation, other than the survivor, which is party to the
merger are as follows:

Name of Corporation
VELTRI HOLDINGS USA, INC.

State of Domicile Date of Incorporation or qualification in
Indiana (if applicable)
Indiana 2/18/92

Name of Corporation

State of Domicile Date of Incorporation or qualification in
Indiana (if applicable)

Name of Corporation

State of Domicile Date of Incorporation or qualification in
Indiana (if applicable)

ARTICLE III - PLAN OF MERGER OR SHARE EXCHANGE

The Plan of Merger or Share Exchange, containing such information as
required by Indiana Code 23-1-40-1(b), is set forth in "Exhibit A",
attached hereto and made a part hereof.

ARTICLE IV - MANNER OF ADOPTION AND VOTE OF SURVIVING CORPORATION (Must complete Section 1 or 2)
SECTION 1: / / Shareholder vote not required.

The merger/share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder
action was not required.

SECTION 2: /X/ Vote of shareholders.

The designation (i.e., common, preferred or any classification where different classes of stock exist), number of outstanding
shares, number of votes entitled to be cast by each voting group entitled to vote separately on the share exchange and the
number of votes of each voting group represented at the meeting is set forth below:

* **
TOTAL A B C
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common)
NUMBER OF OUTSTANDING SHARES 162,926 4,073 158,853
NUMBER OF VOTES ENTITLED TO BE CAST 4,073 4,073
NUMBER OF VOTES REPRESENTED AT MEETING 162,926 4,073 158,853
SHARES VOTED IN FAVOR 162,926 4,073 158,853
SHARES VOTED AGAINST 0 0 0

* Common Voting ** Common Non-Voting

ARTICLE V - MANNER OF ADOPTION AND VOTE OF NONSURVIVING CORPORATION (Must complete Section 1 or 2)
SECTION 3: / / Shareholder vote not required.

The merger/share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder
action was not required.

SECTION 4: /X/ Vote of shareholders.

The designation (i.e., common, preferred or any classification where different classes of stock exist), number of
outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the
merger/share exchange and the number of votes of each voting group represented at the meeting is set forth below:

TOTAL A B C
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common)
NUMBER OF OUTSTANDING SHARES 1,000
NUMBER OF VOTES ENTITLED TO BE CAST 1,000
NUMBER OF VOTES REPRESENTED AT MEETING 1,000
SHARES VOTED IN FAVOR 1,000
SHARES VOTED AGAINST 0

In Witness Whereof, the undersigned being the Vice President of the surviving corporation executes these
--------------
(Title)

Articles of Merger/Share Exchange and verifies, subject to penalities of perjury that the statements
contained herein are true, this day of April, 1998.
----------
Signature Printed name
/s/ David J. Woodward David J. Woodward
------------------------- -------------------------------

EXHIBIT A

PLAN OF SHARE EXCHANGE

ARTICLE I

EFFECTIVE DATE AND CORPORATE EXISTENCE

1.1 Effective Date. The Share Exchange shall be effective as of .m.,
Detroit, Michigan local time on April, , 1998 (the "Effective Date") upon the
terms and conditions hereinafter set forth.

1.2 Corporate Existence. At all times the separate existence of both TAG
and Veltri shall continue, except that, on and after the effective date, Veltri
shall be a wholly-owned subsidiary of TAG.

ARTICLE II

EXCHANGE OF SHARES

The manner and basis of exchanging the shares of the capital stock of
Veltri, and amount of Class A voting common stock ("Exchanged Class A Shares")
of TAG which the holders of shares of the capital stock of Veltri are to receive
in exchange for such shares are as follows:

3.1 Exchange of shares of Veltri Stock: On the Effective Date, the holders
of the outstanding shares of the Common stock of Veltri (the "Veltri
Shareholders") shall cause the certificate(s) representing such shares to be
surrendered to TAG. Upon the surrender of such certificate(s), TAG shall
exchange the same for .001 Exchanged Class A Shares only and shall thereupon
cause new certificates representing such Exchanged Class A Shares to be executed
and delivered to the Veltri Shareholders in accordance with the terms of this
Article III.

3.2 Reissuance of Veltri Shares to TAG. Upon the surrender to all shares of
Veltri Common Stock to TAG by the Veltri Shareholders, TAG shall submit the same
to Veltri which shall, on the effective date, reissue new certificates
representing such stock to TAG.

3.3 Fractional Shares. Any fractional shares resulting from the
distribution of shares pursuant to Section 3.1 shall be rounded to the nearest
whole number.

ARTICLE III

DIRECTORS AND OFFICERS

4.1 The Board of Directors and both Veltri and TAG prior to the effective
date of the Share Exchange shall serve as the Board of Directors of the
respective corporation following the Effective Date of the Share Exchange and
until the next Annual Meeting, or until their respective
15
successors shall be elected and qualified, in accordance with their respective
By-Laws.

4.2 The Officers of of both Veltri and TAG in office prior to the
effective date of the Share Exchange shall serve as the Officers of the
respective corporation, following the Effective Date of the Share Exchange and
until the next Annual Meeting, or until their respective successors shall be
elected and qualified, in accordance with their respective By-Laws.

ARTICLE IV
MISCELLANEOUS

5.1 The parties acknowledge and agree that the transactions contemplated
by this Agreement are intended to be, for tax purposes, a reorganization within
the meaning of Section 368(a)(1)(D) of the Code, and all rules and regulations
promulgated thereunder. The parties covenant and agree that they shall execute
all other documents and perform all such additional acts as may be reasonably
necessary to cause the transaction contemplated by this Agreement to comply with
the provisions of Section 368(a)(1)(D) of the Code.

5.2 This Agreement and Plan of Share Exchange may be terminated and the
proposed actions abandoned at any time before the Effective Date of the Share
Exchange, if the Board of Directors of either corporation duly adopts a
resolution abandoning the Agreement and Plan of Share Exchange.

5.3 This Agreement and Plan of Share Exchange may be amended, modified or
terminated, or any provision thereof may be waived only by an instrument in
writing signed by the duly authorized officers of both parties hereto.

5.4 This Agreement and Plan of Share Exchange constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties, and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as set forth specifically herein.

5.5 This Agreement and Plan of Share Exchange shall be construed,
interpreted and the rights of the parties determined in accordance with the laws
of the Michigan.

5.6 All of the terms and provisions of this Agreement and Plan of Share
Exchange by or for the benefit of the parties shall be binding upon and inure to
the benefit of their successors and assigns. The rights and obligations provided
by this agreement shall not be assignable by any party.

5.7 This Agreement and Plan of Share Exchange may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.