ARTICLES OF AMENDMENT
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                                     TO THE
                                     ------
                            ARTICLES OF INCORPORATION
                            -------------------------
                                       OF
                                       --
                                 QPQ CORPORATION
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      Pursuant to Section 607.1006 of the Business  Corporation Act of the State
of  Florida,  the  undersigned  President  of  QPQ  CORPORATION,  a  corporation
organized and existing  under and by virtue of the Business  Corporation  Act of
the State of Florida, does hereby certify:

      First:  That  pursuant  to  Unanimous  Written  Consent  of the  Board  of
Directors and Majority  Consent of the Shareholders of said  Corporation,  which
were adopted on August  19,1996,  the  Shareholders  and Directors  approved the
amendment to the Corporation's Articles of Incorporation as follows:

      WHEREAS,  the Board of Directors of the  Corporation  deem it to be in the
best interest of the Corporation to increase the number of authorized  shares of
the  Company's  common  stock,  par value $.01 per  share,  from  10,000,000  to
100,000,000 shares by amending the Company's Articles of Incorporation.

      NOW,  THEREFORE,  BE IT  RESOLVED,  that  Article  III of the  Articles of
Incorporation of the Corporation be amended to read as follows:

                                   ARTICLE III
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                                  Capital Stock
                                  -------------

      The  aggregate  number of shares of all classes of capital stock that this
Corporation  shall  have  authority  to issue  is one  hundred  and one  million
(101,000,000) shares, consisting of (i) one hundred million (100,000,000) shares
of common stock,  par value $0.01 per share (the "Common  Stock"),  and (ii) one
million  (1,000,000)  shares of preferred  stock, par value $0.01 per share (the
"Preferred Stock").

      The designations  and the preferences,  limitations and relative rights of
the Preferred Stock and the Common Stock are as follows:

      A.    Provisions Relating to the Preferred Stock.
            ------------------------------------------
 
            1.    GENERAL.  The Preferred  Stock may be issued from time to time
in one or more  classes  or  series,  the shares of each class or series to have
such  designations  and powers,  preferences,  and rights,  and  qualifications,
limitations and restrictions  thereof  as are stated and expressed herein and in



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the  resolution or  resolutions  providing for the issue of such class or series
adopted by the Board of Directors as hereinafter prescribed.

            2.    Preferences.  Subject  to the  rights  of the  holders  of the
Corporation's  common  stock,  as set forth in  Section B of this  Article  III,
authority is hereby expressly granted to and vested in the Board of Directors to
authorize the issuance of the  Preferred  Stock from time to time in one or more
classes or series,  to determine and take necessary  proceedings fully to effect
the issuance and  redemption of any such Preferred  Stock,  and, with respect to
each class or series of the Preferred  Stock, to fix and state by the resolution
or resolutions from time to time adopted  providing for the issuance thereof the
following:

                  a.    whether  or not the class or  series  is to have  voting
rights, full or limited, or is to be without voting rights;

                  b.    the number of shares to  constitute  the class or series
and the designations thereof;

                  c.    the preferences and relative, participating, optional or
other  special  rights,   if  any,  and  the   qualifications,   limitations  or
restrictions thereof, if any, with respect to any class or series;

                  d.    whether or not the  shares of any class or series  shall
be redeemable and if redeemable the redemption price or prices,  and the time or
times at which and the terms and  conditions  upon  which such  shares  shall be
redeemable and the manner of redemption;

                  e.    whether or not the shares of a class or series  shall be
subject to the  operation of  retirement  or sinking  funds to be applied to the
purchase or redemption of such shares for retirement,  and if such retirement or
sinking fund or funds be  established,  the annual amount  thereof and the terms
and provisions relative to the operation thereof;

                  f.    the  dividend  rate,  whether  dividends  are payable in
cash, stock of the Corporation, or other property, the conditions upon which and
the times when such dividends are payable,  the preference to or the relation to
the payment of the dividends  payable on any other class or classes or series of
stock, whether or not such dividend shall be cumulative or noncumulative, and if
cumulative, the date or dates from which such dividends shall accumulate;

                  g.    the  preferences,  if any, and the amounts  thereof that
the holders of any class or series thereof shall be entitled to receive upon the
voluntary or involuntary  dissolution of, or upon any distribution of the assets
of, the Corporation;








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                  h.    whether or not the  shares of any class or series  shall
be  convertible  into,  or  exchangeable  for,  the shares of any other class or
classes or of any other  series of the same or any other class or classes of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made,  with such  adjustments,
if any, as shall be stated and  expressed or provided for in such  resolution or
resolutions; and

                  i.    such other special rights and protective provisions with
respect to any class or series as the Board of Directors may deem advisable.

      The  shares of each class or series of the  Preferred  Stock may vary from
the shares of any other series thereof in any or all of the foregoing  respects.
The Board of Directors  may  increase  the number of shares of  Preferred  Stock
designated  for any  existing  class or series by a  resolution,  adding to such
class or series authorized and unissued shares of Preferred Stock not designated
for any other class or series. The Board of Directors may decrease the number of
shares of the Preferred  Stock  designated for any existing class or series by a
resolution,  subtracting from such series unissued shares of the Preferred Stock
designated for such class, or series,  and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.

      B.    Provisions Relating to the Common Stock.
            ---------------------------------------

            1.    VOTING RIGHTS.  Except as otherwise  required by law or as may
be  provided  by the  resolutions  of the  Board of  Directors  authorizing  the
issuance of any class or series of the Preferred Stock, as hereinabove provided,
all  rights to vote and all  voting  power  shall be vested  exclusively  in the
holders of the Common Stock.

            2.    DIVIDENDS.  Subject  to  the  rights  of  the  holders  of the
Preferred  Stock,  the holders of the Common  Stock shall be entitled to receive
when,  as and if  declared  by the  Board of  Directors,  out of  funds  legally
available therefor, dividends payable in cash, stock or otherwise.

            3.    LIQUIDATING DISTRIBUTIONS.  Upon any liquidation,  dissolution
or winding-up of the Corporation,  whether  voluntary or involuntary,  and after
the holders of the  Preferred  Stock shall have been paid in full the amounts to
which they shall be entitled  (if any) or a sum  sufficient  for such payment in
full shall  have been set aside,  the  remaining  net assets of the  Corporation
shall be  distributed  pro rata to the holders of the Common Stock in accordance
with their  respective  rights and  interests to the exclusion of the holders of
the Preferred Stock.










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      C.    Possible Required Disposition or Redemption of Common Stock.
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            1.  If  (a)  any  competitor  (a  "Competitor")  of  Domino's  Pizza
International,  Inc.  ("Domino's")  owns of record or is the beneficial owner of
more than 5% of the outstanding  shares of the Common Stock of the  Corporation,
and  (b)  the  Corporation's  Board  of  Directors,  in its  sole  judgment  and
discretion, determines that, as a result thereof, the continued ownership of the
Common  Stock by such  Competitor  could have a material  adverse  impact on the
business,  financial condition or results of operations of the Corporation,  the
Corporation  shall have the right,  but not the  obligation,  to (i) require the
Competitor  to  dispose  of such  amount of the  shares of Common  Stock held of
record or owned  beneficially  by the Competitor as the  Corporation's  Board of
Directors,  in its sole judgment and discretion,  determines,  or (ii) to redeem
from the Competitor  such amount of the shares of Common Stock held of record or
owned beneficially by the Competitor as the Company's Board of Directors, in its
sole judgment and  discretion,  determines (the occurrence of any such event and
determination being hereinafter  referred to as a "Disposition  Determination").
The shares of Common  Stock that the  Corporation  requires  the  Competitor  to
dispose of or that the Corporation  elects to redeem are referred to hereinafter
as the "Disposition  Shares." Although the  Corporation's  Board of Directors is
entitled to consult with Domino's and such other individuals as are desirable or
necessary to make an informed  decision,  the  determination of whether or not a
Competitor  of the  Corporation  is a Competitor of Domino's will be made by the
Corporation's Board of Directors in its sole judgment and discretion.

            2. A  Competitor  will be  required  to dispose  of all  Disposition
Shares  within 30 days  after  the  Corporation  notifies  the  Competitor  of a
Disposition   Determination  (the  "Disposition   Determination   Notice"),  and
beginning  on the 30th day  after the day on which the  Corporation  notifies  a
Competitor of a Disposition Determination, the Corporation will have the option,
upon notice to the  Competitor  (the "Notice of  Redemption"),  to redeem at any
time, or from time to time until the Disposition  Determination is revoked,  any
or all Disposition  Shares in a form of  consideration  permitted in Paragraph 4
hereof,  at the price per share which is the lower of (a) the fair market  value
of a share of Common Stock on the day the Corporation notifies the Competitor of
the Disposition Determination, or (b) the fair market value of a share of Common
Stock on the day the  Corporation  notifies the Competitor of the  Corporation's
election to redeem the stock (the "Redemption  Price"). For the purposes of this
Article III,  Section C, (i) the fair market value of a share of Common Stock on
a day will be the last  reported  price at which the  Common  Stock is traded on
that day on the principal  market for the Common Stock  (whether that is a stock
exchange,  an automated  quotation system or another organized market) or if the
Common  Stock is not traded in an organized  market,  the fair market value of a
share of the Common Stock as determined in good faith by the Corporation's Board
of Directors, based upon an evaluation provided by an investment banking firm or
other expert in valuing securities selected by the Board of Directors,  and (ii)



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a  Disposition  Determination  Notice or a Notice of  Redemption  will be deemed
given to a  Competitor  two (2) days  after  the day when it is  mailed by first
class mail to the  Competitor  at the address  shown on the stock records of the
Corporation,  or, if the  Competitor  is a beneficial  but not a record owner of
stock of the  Corporation,  at any address of the Competitor shown on any report
or other  document  filed with the  Securities  and Exchange  Commission  or any
successor to that agency,  or at the address  shown on the stock  records of the
Corporation  of any record  owner of any stock of the  Corporation  of which the
Competitor is a beneficial owner. The Corporation will be entitled to injunctive
relief in any court of competent  jurisdiction to enforce the provisions of this
Article  III,  Section C and each holder of Common  Stock will be deemed to have
acknowledged by acquiring or retaining  Common Stock that failure to comply with
this Article III,  Section C will expose the  Corporation to irreparable  injury
for  which  there is no  adequate  remedy  at law and that  the  Corporation  is
entitled to  injunctive  relief to enforce the  provisions  of this Article III,
Section C.

            3.  Upon  the  occurrence  of  a  Disposition   Determination,   the
Corporation shall send a Disposition  Determination  Notice to the Competitor or
Competitors affected. The Disposition Determination Notice shall, (i) state that
the Disposition  Determination  has been made and contain a brief description of
the conditions that triggered the Disposition Determination;  (ii) state that in
accordance  with the terms and  provisions  of this Article III,  Section C, the
Competitor must dispose of all  Disposition  Shares within 30 days after receipt
of this notice (as receipt is described  in this  Article  III,  Section C), and
that beginning on the 30th day after receipt of this notice the  Corporation may
exercise  its right to redeem  any or all of the  Disposition  Shares  and (iii)
state that if the  Corporation  exercises  its right to redeem any or all of the
Competitor's  shares it will provide the Competitor with a Notice of Redemption,
which notice  shall (a) specify the date on which the closing of the  redemption
shall take place (the "Closing  Date");  (b) set forth the Redemption  Price and
the manner in which the  Redemption  Price will be paid;  and (c)  describe  any
documents  which must be executed and  delivered  and any other action which the
Corporation will require of the Competitor in connection with the redemption.

            4. The  "Redemption  Price" per share shall be the price  determined
pursuant to the provisions of paragraph 2 of this Article III, Section C. On the
Closing Date, the  Corporation  shall pay the Redemption  Price in the following
form and manner:  (i) delivery of the full amount of the Redemption Price to the
subject  Competitor in cash or immediately  available funds; or (ii) delivery to
the  Competitor  of a  promissory  note  of  the  Corporation  in  favor  of the
Competitor in the principal amount of the Redemption Price; or (iii) delivery to
the Competitor of a combination  of cash and a promissory  note in the aggregate
amount  of the  Redemption  Price.  If the  Corporation  elects  to pay all or a
portion of the Redemption  Price by promissory  note, such promissory note shall
bear  interest at the prime rate  reported in the "Money  Rates"  section of the
Wall Street Journal on the fifth  business day preceding the Closing Date,  such
interest to be payable  monthly in cash. The principal of such  promissory  note
shall be payable in one single  payment on the maturity date of such  promissory




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note, which maturity date shall be the fifth  anniversary date of the promissory
note or, if earlier,  such date, if any,  established  by applicable  statute or
regulation  as the  latest  permissible  maturity  date  that will  permit  such
promissory  note not to be deemed an  impermissible  investment  interest in the
Corporation.   On  the  Closing  Date,  the  Competitor  shall  deliver  to  the
Corporation  the certificate or  certificates  for the Disposition  Shares being
redeemed, a stock power duly executed by the Competitor and such other documents
as the  Corporation  deems  reasonably  necessary  or  desirable  to effect  the
intentions of this Article.

      The  foregoing  amendment  was  adopted by the Board of  Directors  of the
Corporation pursuant to Unanimous Written Consent of the Board of Directors, and
by a majority of the  Shareholders of the Common Stock of the Corporation at the
Corporation's Annual Meeting of Shareholders,  which shares consenting and voted
at such  meeting  represented  a majority  of the total  issued and  outstanding
capital stock of the Corporation  entitled to vote.  Therefore,  the number cast
for the amendment to the Corporation's  Articles of Incorporation was sufficient
for approval.

      IN  WITNESS  WHEREOF,  the  undersigned,   being  the  President  of  this
Corporation, has executed these Articles of Amendment as of August 20, 1996.


                                         QPQ CORPORATION



                                         By: /s/ Mitchell Rubinson
                                            ------------------------------
                                             Mitchell Rubinson, President