CERTIFICATE OF AMENDMENT

                                      OF

                        CERTIFICATE OF INCORPORATION

                                      OF

                            TELCO-TECHNOLOGY, INC.

         TELCO-TECHNOLOGY, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware, does hereby certify:

         FIRST:   That the Board of Directors of the said corporation, by
the unanimous consent of its members, filed with the minutes of the Board,
adopted  resolutions proposing and declaring advisable the following
amendments to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "FIRST" so
that, as amended, said Article be and read as follows:

         "FIRST: The name of the corporation shall be GreenWorks
         Corporation."

         RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "FOURTH" so
that, as amended, said Article be and read as follows:

         'FOURTH:  (A)The aggregate number of shares of stock which the
         Corporation shall have the authority to issue is two hundred
         twenty million (220,000,000) shares, consisting of two hundred
         million (200,000,000) shares of Common Stock with $.001 par value
         and twenty million (20,000,000) shares of Preferred Stock with
         $.001 par value.  The Board of Directors is authorized, subject to
         limitations prescribed by law and the provisions hereof, to
         provide for the issuance from time to time of Preferred Stock in
         one or more series, and by filing a certificate pursuant to '151
         of the Delaware General Corporation Law, as amended and
         supplemented from time to time, to establish the number of shares
         to be included in each such series, and fix the voting powers,
         designations, preferences, rights, qualifications, limitations and
         restrictions of the shares of each such series not fixed hereby.
         The aforesaid authorization of the Board shall include, but not be
         limited to, the power to provide for the issuance of shares of any
         series of Preferred Stock convertible, at the option of the holder
         or of the Corporation or both, into shares of any other class or
         classes or of any series of the same or any other class or
         classes.




         (B) At 8:00 p.m., New Jersey time, on December 28, 2004 (the
         "Reverse Split Date"), each share of Common Stock of the
         Corporation issued and outstanding immediately prior to the
         Reverse Split Date (referred to in this paragraph B as the "Old
         Common Stock"), automatically and without any action on the part
         of the holder thereof will be reclassified and changed into two
         one-hundredths (0.02) of a share of Common Stock of the
         Corporation, par value $.001 per share, authorized under Paragraph
         A of this Article Fourth (referred to in this Paragraph B as the
         "New Common Stock."), subject to treatment of fractional shares
         described below.  Each holder of a certificate(s) representing
         outstanding shares of Old Common Stock immediately prior to the
         Reverse Split Date ("Old Certificate(s)") will be entitled to
         receive, upon surrender of such Old Certificate(s) to the
         Corporation's transfer agent (the "Agent") for cancellation, a
         certificate(s) representing one share of New Common Stock for each
         fifty shares of the Old Common Stock represented by such Old
         Certificate(s) (the "New Certificate(s)").  From and after the
         Reverse Split Date, Old Certificates shall confer no right upon
         the holders thereof other than the right to exchange them for the
         New Certificates, pursuant to the provisions hereof.  No
         certificates or scrip representing fractional share interests in
         New Common Stock will be issued, and no such fractional share
         interest will entitle the holder thereof to vote, or to any rights
         of a shareholder of the Corporation. Rather, the Corporation will
         aggregate all fractions and cause the resulting whole shares to be
         purchased.  Shareholders will receive cash at a rate of One Dollar
         and Seventy Cents ($1.70) per share in lieu of any fraction of a
         share of the New Common Stock that such shareholders would
         otherwise have received.  In the event the Agent determines that a
         holder of Old Certificate(s) has not tendered all of his Old
         Certificates to the Agent for exchange, the Agent shall carry
         forward any fractional share until all Old Certificates of that
         holder have been presented to the Agent for exchange.  From and
         after the Reverse Split Date the amount of capital represented by
         each share of the New Common Stock shall be $.001, and the
         difference between the capital represented by the shares of Old
         Common Stock and the shares of New Common Stock shall be
         reclassified as capital surplus, until thereafter reduced or
         increased in accordance with applicable law."

         SECOND:   That the said amendment has been adopted by the written
consent of the holders of a majority of the issued and outstanding shares of
each class of stock of the Corporation.

         THIRD:   That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of Delaware.




          IN WITNESS WHEREOF, said TELCO-TECHNOLOGY, INC. has caused this
certificate to be signed by its President this 27th day of December, 2004.

                                   TELCO-TECHNOLOGY, INC.


                                   By: /s/ James L. Grainer
                                   ----------------------------------
                                   James L. Grainer, President