CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                             NORTHERN ETHANOL, INC.
                                      INTO
                              BEACONSFIELD I, INC.


      (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)

      BEACONSFIELD I, INC. (the  "Corporation"),  a corporation  incorporated on
the 29th day of  November,  2004,  pursuant  to the  provisions  of the  General
Corporation Law of the State of Delaware;

      DOES HEREBY CERTIFY that the Corporation owns 100% of the capital stock of
NORTHERN ETHANOL, INC., a corporation incorporated on April 3, 2006, pursuant to
the provisions of General Corporation Law of the State of Delaware, and that the
Corporation, by a resolution of its Board of Directors duly adopted at a meeting
held on the 3rd day of April,  2006  determined  to merge into  itself into said
NORTHERN ETHANOL, INC., which resolution is in the following words to wit:

      WHEREAS the  Corporation  lawfully owns 100% of the  outstanding  stock of
NORTHERN ETHANOL,  INC., a corporation  organized and existing under the laws of
the State of Delaware,

      NOW, THEREFORE,  BE IT RESOLVED, that it is the intention of this Board to
merge NORTHERN ETHANOL,  INC., the Corporation's  wholly owned subsidiary,  into
the Corporation  and for the surviving  corporation to assume all of the rights,
benefits,  liabilities and obligations of NORTHERN  ETHANOL,  INC.  Accordingly,
management of the Corporation is hereby authorized to perform all necessary acts
and to execute an Agreement of Merger,  Certificate  of Ownership and Merger and
all other necessary documents to effect the upstream merger of NORTHERN ETHANOL,
INC. into the  Corporation  pursuant to Section 253 of the Delaware  Corporation
Law; and be it further

      RESOLVED,  that the  Agreement  of  Merger,  a form of  which is  attached
hereto,  pursuant to which, among other things, (i) NORTHERN ETHANOL, INC. shall
be merged into the  Corporation  and (ii) each issued and  outstanding  share of
Beaconsfield  I,  Inc.,  as of the  effective  date  of  the  merger,  shall  be
surrendered and extinguished and the same is authorized,  approved, ratified and
confirmed in all respects; and be it further

      RESOLVED, that the Certificate of Ownership and Merger, a form of which is
attached  hereto,  is,  in  all  respects  authorized,  approved,  ratified  and
confirmed; and be it further

      RESOLVED, that in connection with the upstream merger of NORTHERN ETHANOL,
INC., the  Corporation's  wholly owned  subsidiary,  into the  Corporation,  the
Corporation  changes its name from  Beaconsfield  I, Inc.  to NORTHERN  ETHANOL,
INC.,  pursuant to Section  253(b) of the Delaware  Corporation  Law. The proper
officers of the Corporation be, and they hereby are,  authorized,  empowered and
directed  to do and  perform all such other acts and things as any of them shall
determine to be necessary  or  desirable to change the  Corporation's  name from
Beaconsfield I, Inc. to NORTHERN ETHATNOL, INC.; and be it further

      RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is,  authorized  and directed,  by and on behalf of the  Corporation,  to
execute, file and/or deliver, in the name and on behalf of the Corporation,  any
and all minutes,  stock  certificates,  orders,  receipts,  agreements and other
documents as they deem  necessary or  appropriate to carry out the intent of the
foregoing  resolutions and to consummate the transactions  contemplated thereby,
the  execution  and delivery of any such minutes,  stock  certificates,  orders,
receipts,  agreements or documents to be conclusive  evidence of their authority
to do so, and be it further

      RESOLVED,  that  pursuant to Section  253(c) of the GCL,  the  resolutions
approving  the  Merger may be  abandoned  by the Board of  Directors  on its own
initiative at any time prior to the time that the  Certificate  of Ownership and
Merger becomes effective in accordance with Section 103 of the GCL.


<PAGE>

      IN WITNESS WHEREOF,  Beaconsfield I, Inc., a corporation,  has caused this
certificate  to be signed by Andrew  Gertler,  its  President and attested to by
Joseph Galda, a member of the Board of Directors, this 3rd day of April, 2006.




                                                By:
                                                   -------------------------
                                                   Andrew Gertler
                                                   President



Attest: ------------------------
        By:  Joseph P. Galda