EXHIBIT 3.1(c)

          Articles of Amendment to the Articles of Incorporation filed
                               September 26, 1996

             ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                           OF NONA MORELLI'S II, INC.

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                      Pursuant to Section 7-106-102 of the
           Colorado Business Corporation Act of the State of Colorado
         [Shareholder approval not required pursuant to ss.7-106-102 (4)
                    of the Colorado Business Corporation Act]
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         NONA MORELLI'S II, INC., a corporation organized and existing under the
laws of the State of Colorado ("the Company"), DOES HEREBY CERTIFY that pursuant
to the authority contained in Article VII of its Articles of Incorporation,  and
in accordance with the provisions of ss.7-106-102 of the General Corporation Law
of the State of Colorado,  the  Company's  Board of  Directors  has duly adopted
these  Articles of Amendment of the Articles of  Incorporation  determining  the
Designations,  Rights and Preferences of the classes of its authorized Preferred
Stock,  herein  designated as Series C Convertible  Preferred Stock and Series D
Convertible Preferred Stock:

         Section  7.1 of  Article  VII,  Capital,  is hereby  amended to read as
follows:

         "Section  7.1. The  aggregate  number of shares  which the  Corporation
         shall  have  the  authority  to issue is  75,000,000  shares,  of which
         25,000,000 shares shall be Preferred Stock and shall be issued at a par
         value of $.01 per share,  and  50,000,000  shares shall be Common Stock
         and shall be issued at a par value of $.01 per share. No share shall be
         issued  until  it has  been  paid  for,  and  it  shall  thereafter  be
         nonassessable."

         Section  7.2 and 7.3 of  Article  VII,  Capital,  are  added to read as
follows:

         "Section  7.2 A series  of the  class  of  Preferred  Stock  is  hereby
         created, such series to be designated as Series C Preferred Stock, with
         the designations  and amount thereof,  together with the voting powers,
         preferences  and  relative,  participating,  optional and other special
         rights  of the  shares  of each such  series,  and the  qualifications,
         limitations or restrictions thereof, to be as follows:

                  Section 7.2.1 Designation and Amount. One Million  (1,000,000)
                  shares of Nona Morelli's II, Inc. (the  "Company")  authorized
                  preferred  stock,  par value $.01 per share, are designated as
                  shares of Series C Convertible  Preferred Stock (the "Series C
                  Preferred Stock").

                  Section  7.2.2  Rank.  The Series C  Preferred  Stock shall be
                  senior  to  the  common  stock  and  the  Company's  Series  D
                  Convertible Preferred Stock.

                  Section 7.2.3 Dividends. The holders of the Series C Preferred
                  Stock  shall be  entitled to receive  common  stock  dividends
                  when,  as, and if  declared by the Board of  Directors  of the
                  Company,  at the rate of one share of $.01 par value per share
                  common stock  (the  "Common  Stock")  for  each ten shares  of
                  Series C Preferred  Stock.  Cash  dividends  will  not be paid
                  to the holders of Series C Preferred Stock.

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                  Section 7.2.4     Liquidation Rights.

                    (a)  In  the  event  of  any  liquidation,  dissolution,  or
                         winding  up  of  the  Company,   whether  voluntary  or
                         involuntary,  the  holders  of the  Series C  Preferred
                         Stock then outstanding shall be entitled to be paid out
                         of the assets of the Company available for distribution
                         to its shareholders,  before any payment or declaration
                         and setting  apart for  payment of any amount  shall be
                         made in  respect  of any  outstanding  preferred  stock
                         ranking  junior to the Series C Preferred  Stock or the
                         Common  Stock,  an amount equal to $1.00 per share.  If
                         upon any liquidation, dissolution, or winding up of the
                         Company,  whether voluntary or involuntary,  the assets
                         to be  distributed  to  the  holders  of the  Series  C
                         Preferred  Stock  shall be  insufficient  to permit the
                         payment to the holders  thereof  the full  preferential
                         amount as  provided  herein,  then all of the assets of
                         the  Company  available  to  be  distributed  shall  be
                         distributed  ratably  to the  holders  of the  Series C
                         Preferred  Stock  and  other   outstanding   shares  of
                         preferred stock.

                    (b)  None of the  following  events  shall be  treated as or
                         deemed to be a liquidation hereunder:

                              (i)       A     merger,      consolidation      or
                                        reorganization of the Company;

                              (ii)      A  sale  or  other  transfer  of  all or
                                        substantially   all  of  the   Company's
                                        assets;

                              (iii)     A sale of 50% or  more of the  Company's
                                        capital    stock    then    issued   and
                                        outstanding;

                              (iv)      A purchase or  redemption by the Company
                                        of stock of any class; or

                              (v)       Payment  of a dividend  or  distribution
                                        from funds legally available therefor.

                  Section  7.2.5  Voting  Rights.  In all  matters  the Series C
                  Preferred  Stock  shall  have the same  voting  rights  as the
                  Common  Stock  on a  share-for-share  basis.  If  the  Company
                  effects a stock split which either  increases or decreases the
                  number of shares of Common Stock  outstanding  and entitled to
                  vote, the voting rights of the Series C Preferred  Stock shall
                  be proportionately  increased or decreased to take into effect
                  such stock split.

                  Section 7.2.6  Conversion.  The Series C Preferred Stock shall
                  have  the  following   conversion   rights  (the   "Conversion
                  Rights"):

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                    (a)  Holder's  Optional  Right  to  Convert.  Each  share of
                         Series C Preferred Stock shall be  convertible,  at the
                         option of the holder, on the Conversion Basis in effect
                         at the time of conversion.

                    (b)  Conversion  Basis. The conversion basis of the Series C
                         Preferred Stock shall be two shares of Common Stock for
                         each  share of Series C  Preferred  Stock,  subject  to
                         adjustment  as  provided in  Paragraph  6(d) below (the
                         "Conversion Basis").

                    (c)  Mechanics of Conversion.  Before any holder of Series C
                         Preferred  Stock  shall be entitled to convert the same
                         into shares of Common Stock,  he shall (i) give written
                         notice to the Company,  at the office of the Company or
                         of its  transfer  agent  for the  Common  Stock  or the
                         Preferred Stock, that he elects to convert the same and
                         shall  state  therein  the number of shares of Series C
                         Preferred Stock being converted; and (ii) surrender the
                         certificate or  certificates  therefor,  duly endorsed.
                         Thereupon the Company shall  promptly issue and deliver
                         to  such   holder  of  Series  C   Preferred   Stock  a
                         certificate or certificates for the number of shares of
                         Common  Stock  to  which  he  shall  be  entitled.  The
                         conversion  shall be  deemed  to have been made and the
                         resulting  shares  of Common  Stock  shall be deemed to
                         have  been  issued  immediately  prior to the  close of
                         business  on the date of such notice and  surrender  of
                         the shares of Series C Preferred Stock.

                    (d)  Adjustments to the Conversion Basis.

                              (i)       Stock  Splits and  Combinations.  At any
                                        time after the Company  first issues the
                                        Series C  Preferred  Stock and while any
                                        of the  shares  of  Series  C  Preferred
                                        Stock remain outstanding, if the Company
                                        shall    effect   a    subdivision    or
                                        combination  of the  Common  Stock,  the
                                        Conversion    Basis   then   in   effect
                                        immediately  before that  subdivision or
                                        combination  shall  be   proportionately
                                        adjusted.   Any  adjustment  under  this
                                        Paragraph 6(d)(i) shall become effective
                                        at the close of business on the date the
                                        subdivision   or   combination   becomes
                                        effective.

                              (ii)      Reclassification,       Exchange      or
                                        Substitution.  At  any  time  after  the
                                        Company   first   issues  the  Series  C
                                        Preferred  Stock  and  while  any of the
                                        shares  of  Series  C  Preferred   Stock
                                        remain outstanding,  if the Common Stock
                                        issuable  upon  the  conversion  of  the
                                        Series  C   Preferred   Stock  shall  be
                                        changed  into  the  same or a  different
                                        number of shares of any class or classes
                                        of    stock,    whether    by    capital
                                        reorganization,   reclassification,   or
                                        otherwise  (other than a subdivision  or
                                        combination  of shares or stock dividend
                                        provided for above, or a reorganization,
                                        merger, consolidation, or sale of assets
                                        provided for elsewhere in this Paragraph
                                        6,  then  and in  each  such  event  the
                                        holder   of  each   share  of  Series  C
                                        Preferred  Stock  shall  have the  right
                                        thereafter  to convert  such shares into
                                        the kind and  amount  of shares of stock
                                        and  other   securities   and   property
                                        receivable  upon  such   reorganization,
                                        reclassification,  or other  change,  by
                                        holders  of  the  number  of  shares  of
                                        Common  Stock into which such  shares of
                                        Series C Preferred Stock might have been
                                        converted   immediately  prior  to  such
                                        reorganization,   reclassification,   or
                                        change,    all    subject   to   further
                                        adjustments as provided herein.

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                              (iii)     Reorganization,  Mergers, Consolidations
                                        or Sales of  Assets.  At any time  after
                                        the  Company  first  issues the Series C
                                        Preferred  Stock  and  while  any of the
                                        shares  of  Series  C  Preferred   Stock
                                        remain outstanding,  if there shall be a
                                        capital  reorganization  of  the  Common
                                        Stock   (other   than   a   subdivision,
                                        combination,     reclassification,    or
                                        exchange   of   shares    provided   for
                                        elsewhere  in  this  Paragraph  6,  or a
                                        merger or  consolidation  of the Company
                                        with or into another corporation, or the
                                        sale of all or substantially  all of the
                                        Company's  assets to any  other  person,
                                        then as a part  of such  reorganization,
                                        merger,    consolidation,    or    sale,
                                        provision  shall  be made  so  that  the
                                        holders of the Series C Preferred  Stock
                                        thereafter  shall be entitled to receive
                                        upon   conversion   of  the   Series   C
                                        Preferred Stock, the number of shares of
                                        stock or other securities or property of
                                        the   Company,   or  of  the   successor
                                        corporation  resulting  from such merger
                                        or  consolidation  or  sale,  to which a
                                        holder of Common Stock  deliverable upon
                                        conversion  would have been  entitled on
                                        such  capital  reorganization,   merger,
                                        consolidation,  or  sale.  In  any  such
                                        case,  appropriate  adjustment  shall be
                                        made   in   the   application   of   the
                                        provisions  of  this  Paragraph  6  with
                                        respect to the rights of the  holders of
                                        the Series C  Preferred  Stock after the
                                        reorganization,  merger,  consolidation,
                                        or sale to the end that  the  provisions
                                        of   this    Paragraph   6    (including
                                        adjustment of the Conversion  Basis then
                                        in  effect  and  the  number  of  shares
                                        issuable upon conversion of the Series C
                                        Preferred  Stock)  shall  be  applicable
                                        after that event as nearly equivalent as
                                        may be practicable.

                              (iv)      Notices of Record Date.  In the event of
                                        any reclassification or recapitalization
                                        of the capital stock of the Company, any
                                        merger or  consolidation of the Company,
                                        or any transfer of all or  substantially
                                        all of the assets of the  Company to any
                                        other corporation, entity, or person, or
                                        any     voluntary     or     involuntary
                                        dissolution,  liquidating, or winding up
                                        of the Company,  the Company  shall mail
                                        to each  holder  of  Series C  Preferred
                                        Stock  at  least  30 days  prior  to the
                                        record date specified  therein, a notice
                                        specifying  the date on  which  any such
                                        reorganization,        reclassification,
                                        transfer,     consolidation,     merger,
                                        dissolution,  liquidation, or winding up
                                        is expected to become effective, and the
                                        time, if any is to be fixed,  as to when
                                        the  holders  of record of Common  Stock
                                        (or other  securities) shall be entitled
                                        to exchange their shares of Common Stock
                                        (or other  securities) for securities or
                                        other  property  deliverable  upon  such
                                        reorganization,        reclassification,
                                        transfer,     consolidation,     merger,
                                        dissolution, liquidation, or winding up.

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                              (v)       Fractional  Shares. No fractional shares
                                        of Common  Stock  shall be  issued  upon
                                        conversion  of the  Series  C  Preferred
                                        Stock. In lieu of any fractional  shares
                                        to which the holder  would  otherwise be
                                        entitled,  the  Company  shall  pay cash
                                        equal to the  product  of such  fraction
                                        multiplied  by the fair market  value of
                                        one share of the Company's  Common Stock
                                        on the date of conversion, as determined
                                        in good faith by the Board of Directors.

                              (vi)      Reservation   of  Stock   Issuable  Upon
                                        Conversion.  At such time as the Company
                                        increases   its    authorized    capital
                                        resulting  in  a  sufficient  number  of
                                        shares   of   Common   Stock    becoming
                                        available  for  the  conversion  of  the
                                        Series C  Preferred  Stock,  the Company
                                        shall reserve and keep  available out of
                                        its  authorized  but unissued  shares of
                                        Common Stock,  solely for the purpose of
                                        effecting  the  conversion of the shares
                                        of  the  Series  C  Preferred  Stock,  a
                                        number of its shares of Common  Stock as
                                        shall from time to time be sufficient to
                                        effect the conversion of all outstanding
                                        shares of the Series C Preferred Stock.

                              (vii)     Notices.  Any  notice  required  by  the
                                        provisions  of  this  Paragraph  6 to be
                                        given to the  holder  of  shares  of the
                                        Series C Preferred Stock shall be deemed
                                        given when personally  delivered to such
                                        holder or five  business  days after the
                                        same has been  deposited  in the  United
                                        States  mail,  certified  or  registered
                                        mail, return receipt requested,  postage
                                        prepaid, and addressed to each holder of
                                        record at his address  appearing  on the
                                        books of the Company.

                              (viii)    Payment of Taxes.  The Company  will pay
                                        all taxes and other governmental charges
                                        that may be  imposed  in  respect of the
                                        issue or  delivery  of  shares of Common
                                        Stock  upon   conversion  of  shares  of
                                        Series C Preferred Stock.

                  Section 7.2.7     Restrictions and Limitations.

                    (a)  So long as any  shares  of  Series  C  Preferred  Stock
                         remain  outstanding,  the Company,  without the vote or
                         written  consent by the  holders  of a majority  of the
                         then  outstanding  shares of Series C  Preferred  Stock
                         voting as a single class, shall not:

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                              (i)       Redeem,  purchase,  or otherwise acquire
                                        for value, any share or shares of Series
                                        C Preferred Stock; and

                              (ii)      Purchase,  redeem,  or otherwise acquire
                                        (or pay into or set aside a sinking fund
                                        for  such  purpose),  any of the  Common
                                        Stock,  provided,   however,  that  this
                                        restriction   shall  not  apply  to  the
                                        repurchase  of shares  of  Common  Stock
                                        from  employees,   officers,  directors,
                                        consultants or other persons  performing
                                        services for the Company  (such as sales
                                        representatives     or     distributors)
                                        pursuant to  agreements  under which the
                                        Company  has the  option  to  repurchase
                                        such shares at cost upon the  occurrence
                                        of   certain   events,   such   as   the
                                        termination of employment; or

                    (b)  So long as any  shares  of  Series  C  Preferred  Stock
                         remain outstanding,  the Company,  without the approval
                         by vote or written consent of the holders of a majority
                         of the then  outstanding  shares of Series C  Preferred
                         Stock,  voting as a separate class,  shall not take any
                         action which would:

                              (i)       Alter  or  change  any  of  the  rights,
                                        preferences,     privileges    of,    or
                                        limitations  provided for herein for the
                                        benefit  of any  shares of the  Series C
                                        Preferred Stock; or

                              (ii)      Increase the authorized number of shares
                                        of the Series C Preferred Stock.

                  Section 7.2.8 No Reissuance  of Series C Preferred  Stock.  No
                  share or shares of Series C  Preferred  Stock  acquired by the
                  Company by reason of conversion or otherwise shall be reissued
                  as Series C Preferred  Stock,  and all such shares  thereafter
                  shall be returned to the status of  undesignated  and unissued
                  shares of preferred stock of the Company.

                  Section 7.2.9 No Redemption.  The Series C Preferred  Stock is
                  not redeemable by the Company, and the Company is not required
                  to establish any sinking fund or other fund for the benefit of
                  the holders of the Series C Preferred Stock.

         Section 7.3 A series of the class of Preferred Stock of the Company, is
         hereby  created,   such  series  to  be  designated   Series  D  Voting
         Convertible  Preferred Stock, with the designations and amount thereof,
         together   with  the   voting   powers,   preferences   and   relative,
         participating,  optional and other special rights of the shares of each
         such  series  and  the  qualifications,   limitations  or  restrictions
         thereof, to be as follows:

                  Section 7.3.1 Designation, Amount and Definitions .Twenty four
                  million   (24,000,000)  shares  of  the  Company's  Authorized
                  Preferred  Stock,  par value $.01 per share, are designated as
                  shares of Series D Voting  Convertible  Preferred  Stock  (The
                  "Series  D  Voting   Preferred   Stock").Unless   the  context
                  otherwise  requires,  the terms  defined in this  Section  7.3
                  shall have, for all purposes of this resolution, the  meanings
                  herein specified:

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                  Common  Stock.  The term "Common  stock" shall mean all shares
                  now or  hereafter  authorized  of any class of Common stock of
                  the  Corporation  and  any  other  stock  of the  Corporation,
                  howsoever  designated,  authorized after the Issue Date, which
                  has the right (subject  always to prior rights of any class or
                  series of Preferred  Stock) to participate in the distribution
                  of the assets and earnings of the Corporation without limit as
                  to per share amount.

                  Issue  Date.  The term  "Issue  Date" shall mean the date that
                  shares of  Series D  Preferred  Stock are first  issued by the
                  Corporation.

                  Junior Stock. The term "Junior Stock" shall mean, for purposes
                  of paragraph 7.3.2 below,  any class or series of stock of the
                  Corporation  authorized  after the Issue Date not  entitled to
                  receive  any  dividends  in any  dividend  period  unless  any
                  dividends required to have been paid or declared and set apart
                  for payment on the Series D Preferred Stock shall have been so
                  paid or declared  and set apart for payment  and, for purposes
                  of  paragraph  7.3.3  below,  shall mean common  stock and any
                  other class or series of stock of the  Corporation  authorized
                  after the Issue Date not  entitled  to receive any assets upon
                  liquidation,  dissolution  or winding up of the affairs of the
                  Corporation  until the  Series D  Preferred  Stock  shall have
                  received  the entire  amount to which  such stock is  entitled
                  upon such liquidation, dissolution or winding up.

                  Parity Stock. The term "Parity Stock" shall mean, for purposes
                  of  paragraph 2 below the common  stock and any other class or
                  series of stock of the Corporation  authorized after the Issue
                  Date entitled to receive payment of dividends  subject only to
                  those preferential rights of dividends granted to the Series D
                  Preferred  Stock and, for  purposes of paragraph  7.3.3 below,
                  shall  mean any class or  series  of stock of the  Corporation
                  authorized  after the Issue Date  entitled  to receive  assets
                  upon liquidation,  dissolution or winding up of the affairs of
                  the Corporation  subject to only those preferential rights and
                  preference granted to the Series D Preferred Stock.

                  Senior Stock. The term "Senior Stock" shall mean, for purposes
                  of paragraph 7.3.2 below,  any class or series of stock of the
                  Corporation  authorized  before the Issue Date of the Series D
                  Preferred  Stock  except  for  those  preferential  rights  as
                  granted  herein but the right to receive  dividends  providing
                  all  dividends  granted to the Series D Preferred  Stock shall
                  have been paid or set aside to be paid,  and,  for purposes of
                  paragraph 7.3.3 below, shall mean any class or series of stock
                  of the  Corporation  authorized  after the Issue Date  ranking
                  equal  to the  Series  D  Preferred  Stock  and the  right  to
                  participate in any distribution upon liquidation,  dissolution
                  or winding up of the  affairs  of the  Corporation  except for
                  those  preferential  rights  granted to the Series D Preferred
                  Stock herein.

                  Subscription Price.  The term "Subscription Price" shall  mean
                  Forty One and Two-thirds cents ($.41667) per share.


                  Section 7.3.2  Dividends  The   Series  D   Preferred   Stock,
                  notwithstanding the  prior  preferences,  if any,  granted  to
                  any other class or series of stock  before  or after the Issue
                  Date shall  entitle the holder of record  thereof to dividends
                  at the rate of One Cent ($.01) per share.

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                  So long as any  shares of Series D  Preferred  Stock  shall be
                  outstanding,  the  Company  shall  not  declare  or pay on any
                  Junior  Stock  any  dividend  whatsoever,   whether  in  cash,
                  property or otherwise (other than dividends  payable in shares
                  of the class or series upon which such dividends are declared,
                  together  with cash in lieu of fractional  shares),  nor shall
                  the Company make any  distribution  on any Junior  Stock,  nor
                  shall any Junior Stock be purchased or redeemed by the Company
                  or any of its  subsidiaries of which it owns not less than 51%
                  of the outstanding  voting stock, nor shall any monies be paid
                  or made  available  for a  sinking  fund for the  purchase  or
                  redemption of any Junior Stock,  unless all dividends to which
                  the  holders  of  Series D  Preferred  Stock  shall  have been
                  entitled for all  previous  dividend  periods  shall have been
                  paid or declared and a sum of money sufficient for the payment
                  thereof set apart.

                  Section 7.3.3  Distribution Upon  Liquidation,  Dissolution or
                  Winding  Up In the  event  of  any  voluntary  or  involuntary
                  liquidation, dissolution or other winding up of the affairs of
                  the  Company,  and before any  distribution  or payment to any
                  other  class of series of stock,  the  holders of the Series D
                  Preferred Stock shall be entitled to be paid the  Subscription
                  Price per share plus accrued dividends,  if any, in cash or in
                  property taken at its fair market value as mutually  agreed by
                  the  Board  of  Directors  and the  holders  of the  Series  D
                  Preferred  Stock. If such payment shall have been made in full
                  to the holders of the Series D Preferred Stock, and if payment
                  shall  have been  made in full to the  holders  of any  Senior
                  Stock and Parity  Stock of all  amounts to which such  holders
                  shall be  entitled,  the  remaining  assets  and  funds of the
                  Company  shall be  distributed  among  the  holders  of Junior
                  Stock,   according  to  their  respective   shares.  If,  upon
                  liquidation, dissolution or other winding up of the affairs of
                  the Company, the net assets of the Company distributable among
                  the  holders of the  outstanding  shares of Series D Preferred
                  Stock shall be  insufficient  to permit the payment in full of
                  such  holder of the  preferential  amounts  to which  they are
                  entitled,  then the  entire  assets  of the  Company  shall be
                  distributed  among the holders of the Series D Preferred Stock
                  ratably in  proportion to the full amounts to which they would
                  otherwise be entitled.  Neither the consolidation or merger of
                  the Company into or with another Company or Companys,  nor the
                  sale of all or substantially  all of the assets of the Company
                  to another  Company or Companys  shall be deemed  liquidation,
                  dissolution or winding up of the affairs of the Company within
                  the meaning of this paragraph 3.

                  Section 7.3.4 Redemption  Program Subject to the provisions of
                  the  applicable   Colorado  Business   Corporations  Act,  the
                  Company,  at the option of the Board of Directors,  may at any
                  time or from time to time  redeem the whole or any part of the
                  outstanding  Series D Preferred  Stock.  Upon  redemption  the
                  Company  shall pay for each share  redeemed  the amount of One
                  Dollar  $1.00 per share  payable  in  cash/or in shares of the
                  Company's  Common  Stock  plus  such  sum  hereinafter   being
                  referred to as the redemption  price. Such redemption shall be
                  on an all-or-nothing basis.

                  At least thirty days previous notice by mail, postage prepaid,
         shall be given to the holders of record of the Series D Preferred Stock
         to be redeemed, such notice to be addressed to each such shareholder at
         the  address of such  holder  appearing  on the books of the Company or
         given to such holder to the Company for the purpose of notice, or if no
         such  address  appears or is given,  at the place  where the  principal
         office of the  Company is  located.  Such  notice  shall state the date
         fixed for redemption and the redemption  price, and shall call upon the
         holder to surrender to the Company on said date at the place designated
         in the notice such holder's  certificate or  certificates  representing
         the shares to be  redeemed.  On or after the date fixed for  redemption
         and stated in such  notice,  each  holder of Series D  Preferred  Stock
         called for redemption  shall surrender the certificate  evidencing such
         shares to the Company at the place  designated in such notice and shall
         thereupon be entitled to receive  payment of the redemption  price.  If
         less  than  all  the  shares   represented  by  any  such   surrendered
         certificate   are  redeemed,   a  new   certificate   shall  be  issued
         representing the unredeemed  shares. If such notice of redemption shall
         have been duly  given,  and if on the date fixed for  redemption  funds
         necessary   for  the   redemption   shall   be   available   therefore,
         notwithstanding that the certificates evidencing any Series D Preferred
         Stock  called  for  redemption  shall  not have been  surrendered,  the
         dividends  with  respect to the shares so called for  redemption  shall
         forthwith after such date cease and determine, except only the right of
         the holders to receive  the  redemption  price  without  interest  upon
         surrender of their certificates therefore.

                  If, on or prior to any date fixed for  redemption  or Series D
                  Preferred Stock, the Company deposits,  with any bank or trust
                  company as a trust fund,  the number of shares of Common Stock
                  of  a  sum  sufficient  to  redeem,  on  the  date  fixed  for
                  redemption  thereof,  the shares called for  redemption,  with
                  irrevocable  instructions  and  authority to the bank or trust
                  company  to give  the  notice  of  redemption  thereof  (or to
                  complete the giving of such notice if  theretofore  commenced)
                  and to pay,  or  deliver,  on or  after  the  date  fixed  for
                  redemption  or  prior  thereto,  the  redemption  price of the
                  shares to their respective holders upon the surrender of their
                  share  certificates,  then  from  and  after  the  date of the
                  deposit (although prior to the date fixed for redemption), the
                  shares so called shall be redeemed and any  dividends on those
                  shares  shall  cease  to  accrue  after  the  date  fixed  for
                  redemption.  The deposit shall  constitute full payment of the
                  shares  to their  holders  and from and  after the date of the
                  deposit  the  shares  shall no longer be  outstanding  and the
                  holders thereof shall cease to be shareholders with respect to
                  such  shares,  and shall have no rights with  respect  thereto
                  except  the right to  receive  from the bank or trust  company
                  payment  of  the  redemption   price  of  the  shares  without
                  interest,  upon the surrender of their certificates therefore.
                  Any interest  accrued on any funds so  deposited  shall be the
                  property  of,  and paid to,  the  Company.  If the  holders of
                  Series D Preferred  Stock so called for redemption  shall not,
                  at the end of six years  from the date  fixed  for  redemption
                  thereof,  have  claimed any funds so  deposited,  such bank or
                  trust  company  shall  thereupon  pay over to the Company such
                  unclaimed   funds,  and  such  bank  or  trust  company  shall
                  thereafter  be  relieved  of  all  responsibility  in  respect
                  thereof to such  holders and such  holders  shall look only to
                  the Company for payment of the redemption price.

                  Section  7.3.5  Voting  Rights  The  holders  of the  Series D
                  Preferred  Stock issued and  outstanding,  except as otherwise
                  provided  by law or by the  Articles of  Incorporation  of the
                  Company,  shall  have  and  possess  the  right to  notice  of
                  shareholders' meetings and the right to vote upon the election
                  of directors or any other matter  together with holders of all
                  other classes of voting stock of the Company,  on the basis of
                  one vote for each share of Series D Preferred Stock.

                                                               W:\NM\STK\ART.AMD

<PAGE>



                  Section 7.3.6  Conversion  "Each share of Series D Convertible
                  Preferred Stock shall be convertible into .41667 shares of the
                  Corporation's common stock, notwithstanding the effects of any
                  stock  dividend  or  forward  or  reverse  stock  split by the
                  Corporation  subsequent  to the issue date.  In no event shall
                  the  total  number  of Series D  Convertible  Preferred  Stock
                  shares be  converted  into more than Ten Million  (10,000,000)
                  shares of common stock.  Such right to convert shall  commence
                  as of the  Issue  Date and  shall  continue  thereafter  for a
                  period  of  five  years,  such  period  ending  on  the  fifth
                  anniversary of the issue date. In the event that the holder(s)
                  of the Series D Convertible  Preferred  Stock elect to convert
                  such shares into common  stock,  the holder(s) of the Series D
                  Convertible  Preferred  Stock  shall have sixty (60) days from
                  the date of such  notice  in which to tender  their  shares of
                  Series D Convertible  Preferred  Stock to the  Corporation  in
                  accordance with this paragraph.

                  Section  7.3.7   Exclusion  of  Other  Rights  Except  as  may
                  otherwise be required by law, the shares of Series D Preferred
                  Stock   shall   not  have   any   preferences   or   relative,
                  participating,  optional or other special  rights,  other than
                  those  specifically  set  forth  in this  resolution  (as such
                  resolution  may be  amended  from  time  to  time)  and in the
                  Articles of Incorporation,  as amended. The shares of Series D
                  Preferred  Stock  shall  have no  preemptive  or  subscription
                  rights.

                  Section  7.3.8  Protective  Provisions  So  long as any of the
                  Series D  Preferred  Stock shall be  outstanding,  the Company
                  shall not without  first  obtaining  the  approval (by vote or
                  written  consent,  as  provided  by law) of the  holders of at
                  least  two-thirds  of the  total  number of shares of Series D
                  Preferred Stock outstanding:

                    (a)  Alter or change the rights,  preferences  or privileges
                         of the  Series D  Preferred  Stock  so as to  adversely
                         affect in any manner the Series D Preferred Stock; or

                    (b)  Increase  the  authorized  number of Series D Preferred
                         Stock; or

                    (c)  Create any new class of shares having  preferences over
                         or being on a parity with the Series D Preferred  Stock
                         as to  dividends  or  assets,  unless  the  purpose  of
                         creation  of such  class  is,  and the  proceeds  to be
                         derived  from the sale and  issuance  thereof are to be
                         used for,  the  retirement  of all  Series D  Preferred
                         Stock then outstanding; or

                    (d)  Repurchase any of the Company's common stock; or

                    (e)  Merge or  consolidate  with any other  Company,  except
                         into or with a  wholly-owned  subsidiary of the Company
                         with the requisite shareholder approval; or

                    (f)  Sell,  convey  or  otherwise  dispose  of, or create or
                         incur any mortgage,  lien,  charge or encumbrance on or
                         security   interest  in  or  pledge  of,  or  sell  and
                         leaseback,  all or substantially all of the property or
                         business of the Company; or

<PAGE>



                    (g)  Incur, assume or guarantee any indebtedness (other than
                         such as may be  represented  by the  obligation  to pay
                         rent under  leases)  maturing more than 18 months after
                         the date on which it is incurred, assumed or guaranteed
                         by the  Company,  except  purchase  money  obligations,
                         obligations  assumed  as part of the price of  property
                         purchased,  or the  extension,  renewal or refunding of
                         any thereof.

                  Section  7.3.9  Headings  or  Subdivisions  The heading of the
                  various  subdivisions  hereof are for convenience of reference
                  only and shall not  affect  the  interpretation  of any of the
                  provisions hereto.

                  Section  7.3.10  Severability  of  Provisions  If  any  right,
                  preference or  limitation of the Series D Preferred  Stock set
                  forth in this  resolution  (as such  resolution may be amended
                  from time to time) is invalid,  unlawful or incapable of being
                  enforced  by reason of any rule of law or public  policy,  all
                  other rights,  preferences  and  limitations set forth in this
                  resolution  (as so amended)  which can be given effect without
                  the invalid,  unlawful or unenforceable  right,  preference or
                  limitation  shall,  nevertheless,  remain  in full  force  and
                  effect,  and no right,  preference  or  limitation  herein set
                  forth  shall be deemed  dependent  upon any other such  right,
                  preference or limitation unless so expressed herein.

                  Section  7.3.11 Status of  Reacquired  Stock Stock of Series D
                  Preferred  Stock which have been issued and  reacquired in any
                  manner shall (upon  compliance with any applicable  provisions
                  of the State of Colorado)  have the status of  authorized  and
                  unissued   shares  of  Preferred   Stock  issuable  in  series
                  undesignated  as  to  series  and  may  be  redesignated   and
                  reissued."

         The above designations of the rights, preferences and privileges of the
Series C Preferred  Stock were adopted on June 1, 1995 by the Board of Directors
then in office.

         The above designations of the rights, preferences and privileges of the
Series D  Preferred  Stock  were  adopted  on  April  30,  1993 by the  Board of
Directors then in office.

         IN WITNESS  WHEREOF,  said Nona  Morelli's  II, Inc.  has caused  these
Articles of Amendment  to be duly  executed by its Chief  Executive  Officer and
attested to by its Secretary this___ day of September, 1996.

                                        
                                        NONA MORELLI'S II, INC.


                                        By:  /s/  Fred G. Luke
                                           ------------------------------------
                                                  Fred G. Luke,
                                                  Chief Executive Officer

ATTEST:



/s/  John D. Desbrow
   ---------------------------
     John D. Desbrow, Secretary