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                                   EXHIBIT 3.5

                          CERTIFICATE OF AMENDMENT OF
                CERTIFICATE OF INCORPORATION CHANGING CORPORATE
                          NAME TO UNIVERSAL TURF, INC.

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                                STATE OF DELAWARE

                            CERTIFICATE OF AMENDMENT

                         OF CERTIFICATE OF INCORPORATION

HY-POLL TECHNOLOGY, INC. 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 HY-POLL  TECHNOLOGY,  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 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 UNIVERSAL TURF, 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  [ILLEGIBLE] the necessary number of shares as
required by statute were voted in favor of the amendment.

THIRD: The 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.

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09.01 ON 09/22/1996
                                                            950217704-736113