*Important:
Read attached instructions before completing form.*  ABOVE
SPACE IS FOR OFFICE USE ONLY
   **Certificate
of Amendment to Articles of Incorporation**
 **For
Nevada Profit Corporations**
 
 **(Pursuant
to NRS 78.385 and 78390 - After Issuance of Stock)**
 
 1.
    Name
      of corporation:Energy
      & Engine Technology Corporation2.
    The
      articles have been amended as follows (provide article numbers, if
      available):Article
      IV is hereby amended in its entirety to read as
follows:Article
      IV - StockThe
      aggregate number of shares which this corporation shall have the authority
      to issue is 280,000,000 shares of Common Stock, par value $.001 per
      share.Opt
      In to NRS Section 78.3792. An Article XIII is hereby added which shall
      read in its entirety as follows:"The
      provisions of Nevada Revised Statutes Section 78.3792 shall apply to any
      acquisition of a controlling interest by any person, entity, persons or
      entities in the Corporation meeting the criteria set forth in NRS Sections
      78.3780 et seq. (the "Acquisition of Controlling Interest
      Provisions"),
      so that upon an acquisition of a controlling interest by a shareholder in
      the Corporation under the Acquisition of Controlling Interest Provisions,
      the Corporation may call for redemption of not less than all the control
      shares at the average price paid for the control shares,
    if:(a)
    An
      offeror's statement is not delivered with respect to the acquisition as
      provided in NRS 78.3789 on or before the 10th day after the acquisition of
      the control shares; or(b)
    An
      offeror's
      statement is delivered, but the control shares are not accorded full
      voting rights by the stockholders.The
      issuing Corporation shall call for redemption within 30 days after the
      occurrence of the event prescribed in paragraph (a) or (b) of subsection
      1, and the shares must be redeemed within 60 days after the call."; and it
      is hereby
 3.
    The
      vote by which the stockholders holding shares in the corporation entitling
      them to exercise at least a majority of the voting power, or such greater
      proportion of the voting power as may berequired
      in the case of a vote by classes or series, or as may be required by the
      provisions of the *articles
      of incorporation have voted in favor of the amendment is:*50.7%*
 4.
    Effective
      date of filing (optional):
 ( must
not be later a , 90 days after the certificate is filed)
  5.
    Officer
      Signature (required):
    /s/
      Jolie G. Kahn
 
 *If any
proposed amendment would alter or cha nge
any preference or any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote, in addition
to the affirmative vote otherwise required, of the
holders of shares representing a majority of the voting power of each class or
series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
 
 **IMPORTANT** : Failure
to include any of the above
information and submit the proper fees may cause this filing to
be rejected.
 
 *This
form must be accompanied by appropriate fees. See attached fee
schedule.* Nevada
Secretary of State AM 78.385 Amend 2003
 Revised
on: 11103/03
  53