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================================================================================ State of California [State Insignia] Secretary of State Corporation Division I, Bill Jones, Secretary of State of the State of California, Hereby Certify: That the Annexed Transcript Has Been Compared With the Corporate Record on File in This Office, of Which It Purports to Be a Copy, and That Same Is Full, True and Correct. in Witness Whereof, I Execute This Certificate and Affix the Great Seal of the State of California This Jan 19 1996 /S/ Bill Jones [Seal] Secretary of State ================================================================================ <page> Secretary of State Endorsed Filed in the Office of the Secretary of State of the State of California Jan 12 1996 /S/ Bill Jones Bill Jones, Secretary of State Articles of Incorporation of Syratech West Coast Warehouse Corp I the Name of This Corporation Is: Syratech West Coast Warehouse Corp II the Purpose of This Corporation Is to Engage in Any Lawful Act or Activity for Which a Corporation May Be Organized Under the General Corporation Law of California Other Than the Banking Business, the Trust Company Business or the Practice of a Profession Permitted to Be Incorporated by the California Corporations Code. III the Name in the State of California of This Corporation's Initial Agent for Service of Process Is: Corporation Services Company Which Will Do Business in California as Csc Lawyers Incorporating Service IV This Corporation Is Authorized to Issue Only One Class of Stock; and the Total Number of Shares Which This Corporation Is Authorized to Issue Is: 1000 at .01 Par Value Dated: January 12, 1996 /S/ Dan S. Zook Dan S. Zook, Incorporator
