CERTIFICATE OF AMENDMENT OF
                     CERTIFICATE OF INCORPORATION
                  OF MAYFORD ACQUISITION CORPORATION
     MAYFORD ACQUISITION CORPORATION (the "Corporation"), a
corporation organized under the General Corporation Law of the State
of Delaware, does hereby certify:

     The amendments to the Corporation's Certificate of
Incorporation set forth in the following resolutions were approved
by the unanimous consent of the Corporation's Board of Directors and
were duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:

     "RESOLVED, that the Board of Directors hereby declares
advisable and recommends to the shareholders the amendment to
ARTICLE ONE of the Certificate of the Incorporation of the
Corporation set forth in this resolution to be submitted to the
shareholders of the Corporation, such ARTICLE ONE amended in its
entirety as follows:

                         "ARTICLE ONE
                             NAME

     The name of the Corporation is CCM Manufacturing Technologies,
Inc."

     RESOLVED, that the Board of Directors hereby declares advisable
and recommends to the shareholders the amendment to ARTICLE FOUR of
the Certificate of the Incorporation of the Corporation set forth in
this resolution to be submitted to the shareholders of the
Corporation, such ARTICLE FOUR amended in its entirety as follows:

                         "ARTICLE FOUR
                             SHARES

     The aggregate number of shares which the Corporation shall have
     authority to issue is 100,000,000, $.0001 par value per share.
     Of such shares 60,000,000 shares of Class A common stock,
     $.0001 par value per share, 10,000,000 shares of Class B common
     stock, $.0001 par value per share, and 30,000,000 shares of
     preferred stock, $.0001 par value per share.

     Class A common stock and Class B common stock shall have
     identical rights, except that the Class B common stock shall
     have no voting rights except as otherwise required by law.
     Class B common stock shall automatically be converted into
     Class A common stock on a share for share basis upon the
     occurrence of the closing of a sale of Class A common stock by
     the Corporation pursuant to an effective registration under the
     Securities Act of 1933, as amended, or its successor statute.

               The Board of Directors is authorized to provide for
               the issuance of the shares of Preferred Stock in
               series and, by filing a certificate pursuant to the
               applicable law of the State of Delaware, to establish
               from time to time the number of shares to be included
               in each such series, and to fix the designation,
               powers, preferences and rights of the shares of each
               such series and the qualifications, limitations or
               restrictions thereof.

          The authority of the Board of Directors with respect to
          each series of Preferred Stock shall include, but not be
          limited to, determination of the following:

          A.  The number of shares constituting that series and the
          distinctive designation of that series;

          B.  The dividend rate on the shares of that series,
          whether dividends shall be cumulative, and, if so, from
          which date or dates, and the relative rights of priority,
          if any, of payment of dividends on share of that series;

          C.  Whether that series shall have voting rights, in
          addition to the voting rights provided by law, and, if so,
          the terms of such voting rights;

          D.  Whether that series shall have conversion privileges,
          and, if so, the terms and conditions of such conversion,
          including provision for adjustment of the conversion rate
          in such events as the Board of Directors shall determine;

          E.  Whether or not the shares of that series shall be
          redeemable, and, if so, the terms and conditions of such
          redemption, including the date or dates upon or after
          which they shall be
     redeemable, and the amount per share payable in case of
     redemption, which amount may vary  under different conditions
     and at different redemption dates;

          F.  Whether that series shall have a sinking fund for the
          redemption or purchase of shares of that series, and, if
          so, the terms and amount of such sinking fund;

          G.  The rights of the shares of that series in the event
          of voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation, and the relative rights of
          priority, if any, of
     payment of shares of that series; and

          H.  Any other relative rights, preferences and limitations
          of that series."

     IN WITNESS WHEREOF, the Corporation has caused this Certificate
to be signed and attested by its duly authorized officers, on this
__ day of _____, 2000.


                         MAYFORD ACQUISITION CORPORATION


                         BY:___________________________________
                                   Jaime J. Munoz
                                   President

Attest:

________________________
Gustavo Cardenas
Secretary