ARTICLES OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                          THERMACELL TECHNOLOGIES, INC.

         The undersigned, being the President of THERMACELL TECHNOLOGIES, INC.,
a Florida corporation (the "Corporation"), does hereby certify that the
Amendment provided for herein to change the name of the Corporation and to
increase the number of authorized shares of the Common Stock of the Corporation
was adopted unanimously by Special Corporate Actions by Written Consent of the
Board of Directors of the Corporation on July 31, 2003, and written consent of
shareholders owning a majority of the outstanding shares entitled to vote of the
Corporation, in accordance with the provisions of Chapter 607 of the General
Corporation Law of the State of Florida, and the number of votes cast in favor
of the Amendments was sufficient to carry the motion.

         1. Article I of the Articles of Incorporation of the Corporation is
hereby amended to read as follows:

                  I. The name of the Corporation is:

                           Absolute Waste Services, Inc.

         2. Article IV of the Articles of Incorporation, as it pertains to the
authorized shares of the Capital Stock of the Corporation is hereby amended as
follows:

                           ARTICLE IV - Capital Stock
                           --------------------------

                  This Corporation shall be authorized to issue a total of
                  200,000,000 shares of two classes of capital stock to be
                  designated respectively preferred stock ("Preferred Stock")
                  and Common Stock ("Common Stock"). The total number of shares
                  of Preferred Stock the corporation shall have authority to
                  issue is 50,000,000, $.001 par value per share and the total
                  number of shares of Common Stock the corporation shall have
                  authority to issue is 150,000,000, $.0001 par value per share,
                  which shall have one (1) vote per share. The Preferred Stock
                  authorized by this Certificate of Incorporation shall be
                  issued in series. The Board of Directors is authorized to
                  establish series of Preferred Stock and to fix, in the manner
                  and to the full extent provided and permitted by law, the
                  rights, preferences and limitations of each series of the
                  Preferred Stock and the relative rights, preferences and
                  limitations between or among such series including:

                  (1)      the designation of each series and the number of
                           shares that shall constitute the series;

                  (2)      the rate of dividends, if any, payable on the shares
                           of each series, the time and manner of payment and
                           whether or not such dividends shall be cumulative;

                  (3)      whether shares of each series may be redeemed and, if
                           so, the redemption price and the terms and conditions
                           of redemption;
<PAGE>

                  (4)      sinking fund provisions, if any, for the redemption
                           or purchase of shares of each series which is
                           redeemable;

                  (5)      the amount, if any, payable upon shares of each
                           series in the event of the voluntary or involuntary
                           liquidation, dissolution or winding up of the
                           corporation, and the manner and preference of such
                           payment;

                  (6)      voting rights, if any, on the shares of each series
                           and any conditions upon the exercisability of such
                           rights.

                  The holders of Common Stock shall be entitled to one vote for
each share held at all meetings or other actions of the Stockholders of the
Corporation.

         3. Pursuant to an order issued by the United States Bankruptcy Court
for the Middle District of Florida, Tampa Division, case No. 01-20854-8G1,
previously issued shares of the Corporation's common stock are canceled and
replaced by new shares authorized from the Plan of Reorganization (the "Plan").
A total of 10,000,000 new common shares were authorized for issuance under the
Plan as follows:

          (i)  The Plan provides that 1,000,000 new common shares will be issued
               to the existing  common  shareholders of the  Corporation.  As of
               August 30,  2002,  according  to the  records of the  Corporation
               maintained by transfer agent,  there were 13,0346,228  issued and
               outstanding  shares of the Corporation's old common stock.  Thus,
               pursuant to the Plan and the actions  taken by the  Corporation's
               board  of  directors  and   shareholders,   existing   ThermaCell
               stockholders  are  entitled  to  receive  one (1) new  ThermaCell
               common  share for  every  13.034  old  ThermaCell  common  shares
               previously  held,  subject to  adjustment in the event the actual
               number of shares  outstanding are reconciled or adjusted  between
               the transfer agent and the Corporation's  records.  No fractional
               shares,  scripts or cash in lieu of  fractional  shares  shall be
               issued.  Shares shall be rounded to the nearest whole number. The
               record date shall be August 30, 2002.

          (ii) The Plan authorizes  4,000,000 new common shares be issued to the
               unsecured  creditors  on a pro rata  based  upon each  creditor's
               relative  percentage  of total  claims under the Plan in full and
               complete  satisfaction of such unsecured creditors claims against
               the Corporation.

          (iii)The Plan authorizes  5,000,000 new common shares be issued to Pac
               Funding,  LLC to  satisfy  debtor-in-possession  funding  amounts
               provided under the Plan.

         4. The capital of the Corporation will not be reduced under or by
reason of said Amendment.

         IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, has executed this Amendment to Articles of Incorporation of
ThermaCell Technologies, Inc., a Florida corporation, the 31st day of July,

<PAGE>

2003, for the purpose of amending the Articles of Incorporation under Section
607.1006, Florida Statutes, and hereby certify that the facts herein stated are
true and correct, and were approved by the votes of Shareholders owning a
majority of the shares entitled to vote and the vote was sufficient to carry
motion.

                                THERMACELL TECHNOLOGIES, INC.,
                                a Florida corporation

                                By: /s/   Donald Huggins
                                    -----------------------------------------
                                          Donald Huggins, President


STATE OF FLORIDA           )
COUNTY OF PINELLAS         )

         The foregoing instrument was acknowledged before me this 31st day of
July, 2003, by DONALD HUGGINS, as President of THERMACELL TECHNOLOGIES, INC., a
Florida corporation, on behalf of said corporation, who is personally known to
me.

                                    /s/      Tawny L. Best
                                    -----------------------------------------
                                    Notary Public
                                    Print Name:       Tawny L. Best
                                               ------------------------------
                                                   Commission #DD187314
                                    My Commission Expires:     February 24, 2007
                                                  Bonded thru
                                                  Atlantic Bonding Co., Inc.
MTC/ej/291900