CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                            MENDOCINO PARTNERS, INC.
                            (a Delaware corporation)


         MENDOCINO  PARTNERS,  INC., a corporation  organized and existing under
and by virtue of the General Corporation Law of the State of Delaware:

         DOES HEREBY CERTIFY:

         1. The following  resolution has been unanimously  adopted by the board
of directors and a majority of the stockholders of the Corporation in accordance
with  Section 242 of the  Delaware  General  Corporation  Law for the purpose of
amending the corporation's Certificate of Incorporation.  The resolution setting
forth the proposed amendment is as follows:

         RESOLVED,  that the Certificate of  Incorporation of the Corporation be
         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 California Service Stations, Inc.

         2.  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,  MENDOCINO  PARTNERS,  INC..  has  caused  this
  certificate  to be  signed by its duly
authorized officer, this 20th day of July, 2004.


MENDOCINO PARTNERS, INC.




Jehu Hand, Chief Financial Officer and Secretary