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                                                                     EXHIBIT 3.5


                      RESTATED ARTICLES OF INCORPORATION
                                      OF
                           METRO DETROIT PIZZA, INC.

     Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1.   The present name of the corporation is: METRO DETROIT PIZZA, INC.
 
2.   The identification number assigned by the Bureau is: 410-984
 
3.   All former names of the corporation are: n/a
 
4.   The date of filing the original Articles of Incorporation was: September
     16, 1992

     The following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation for the
corporation:

ARTICLE I

The name of the corporation is:  METRO DETROIT PIZZA, INC.

ARTICLE II

The purpose or purposes for which the corporation is formed are:  To engage in
any activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares:

     Common shares -    50,000
     Preferred shares - 10,000

All shares of stock of the corporation shall have identical rights, preferences
and limitations except as follows:

     The holders of preferred stock shall be entitled to receive dividends
     thereon at the rate of eight (8) percent per annum and no more payable out
     of surplus or net profits of the corporation, quarterly, half-yearly or
     yearly, as and when declared by the Board of Directors, before any dividend
     shall be declared, set apart for, or paid upon the common stock of the
     corporation. The dividends on the preferred stock shall be cumulative, so
     that if the corporation fails in any fiscal year to pay such dividends on
     all of the issued and outstanding preferred stock, such deficiency in the
     dividends shall be fully paid, but without interest, before any
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     dividends shall be paid on or set apart for the common shares. Subject to
     the foregoing provisions, the preferred stock shall not be entitled to
     participate in any other or additional surplus or net profits of the
     corporation.

     In the event of dissolution or liquidation of the corporation, or a sale of
     all of its assets, whether voluntary or involuntary, or in the event of its
     insolvency or upon any distribution of its assets, there shall be paid to
     the holders of the preferred stock its par value of One Hundred Dollars
     ($100) per share plus the amount of all unpaid accrued dividends thereon,
     without interest before any sum shall be paid to or any assets distributed
     among the holders of common stock.  After such payment to the holders of
     the preferred stock, the remaining assets and funds of the corporation
     shall be divided among and paid to the holders of the common stock in
     proportion to their respective holdings of such shares.  The consolidation
     or merger of the corporation at any time, or from time to time, with any
     other corporation or corporations, or a sale of all or substantially all of
     the assets of the corporation as part of such consolidation or merger,
     shall not be construed as a dissolution, liquidation, or winding up of the
     corporation within the meaning hereof.

     The Board of Directors, in its discretion, may declare and pay dividends on
     the common stock concurrently with dividends on the preferred stock for any
     dividend period of any fiscal year when such dividends are applicable to
     the common stock; provided that all accumulated dividends on the preferred
     stock for all previous fiscal years and all dividends on the preferred
     stock for the previous dividend periods for the current fiscal year have
     been paid in full.
 
ARTICLE IV

1.   The address of the registered office is: 615 Griswold, Suite 1020, Detroit,
Michigan  48226

2.   The name of the resident agent is:  The Corporation Company

ARTICLE V

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this 
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corporation as a consequence of the compromise or arrangement, the compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
corporation.

ARTICLE VI

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.

ARTICLE VII

SECTION 7.1  Limitation of Liability.  A Director of the Corporation shall not
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be personally liable to the Corporation or its Shareholders for monetary damages
resulting from a breach of fiduciary duties imposed on the Director, except for
liability:

     (a)  resulting from breach of the Director's duty of loyalty to the
          Corporation or its Shareholders;

     (b)  resulting from any acts or omissions not in good faith or which
          involve intentional misconduct or knowing violations of law;

     (c)  resulting from a violation of Section 551(1) of the Michigan Business
          Corporation Act (the "Act"); or

     (d)  resulting from any transaction from which the Director derived an
          improper personal benefit.
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In the event that the Michigan Business Corporation Act is hereafter amended to
authorize corporation action further eliminating or limiting personal liability
of directors, then the liability of the Directors of this Corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan
Corporation Act so amended.  Any repeal, modification or amendment of any
provision in these Articles of Incorporation inconsistent with this Article
shall not adversely affect any right or protection of a Director of the
Corporation existing at the time of such repeal, modification or amendment for
or with respect to any act or omission occurring prior to the time of such
repeal, modification or amendment.

ARTICLE VIII

SECTION 8.1  Action by Third Party.  Except to the extent limited by the Act,
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the Corporation has the power to indemnify a person who was or is a party or is
threatened to be made a party to a threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, other than an action by or in the right of the
Corporation, by reason of the fact that he or she is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether profit or not, against expenses, including attorneys'
fees, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action, suit or
proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation or its stockholders, and with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of an action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation or its stockholders, and, with
respect to a criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.

SECTION 8.2  Action by or in Right of Corporation.  Except to the extent limited
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by the Act, the Corporation has the power to indemnify a person who was or is a
party to or is threatened to be made a party to a threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, whether for profit or not, against expenses,
including actual and reasonable attorneys' fees, and amount paid in settlement
incurred by the person in connection with the action or suit, if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Corporation or its stockholders.
However, indemnification shall not be made for a 
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claim, issue, or matter in which the person has been found liable to the
Corporation unless and only to the extent that the court in which the action or
suit was brought has determined upon application that, despite the adjudication
of liability, but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnification for the expenses which the court
considers proper.

SECTION 8.3  Expense.  Indemnification against expenses:
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     (a)  To the extent that a director, officer, employee, or agent of the
          Corporation has been successful on the merits or otherwise in defense
          of an action, suit, or proceeding referred to above in Sections 8.1 or
          8.2, or in defense of a claim, issue, or matter in the action, suit or
          proceeding, he or she shall be indemnified against expenses, including
          actual and reasonable attorneys' fees, incurred by him or her in
          connection with the action, suit, or proceeding and an action, suit or
          proceeding brought to enforce the mandatory indemnification provided
          in this Subsection.

     (b)  An indemnification under Sections 8.1 and 8.2 above, unless ordered by
          a court, shall be made by the Corporation only as authorized in the
          specific case upon a determination that indemnification of the
          director, officer, employee or agent is proper in the circumstances
          because he or she has met the applicable standard of conduct set forth
          in Subsections 8.1 and 8.2 above. This determination shall be made in
          any of the following ways:

               (i)    By a majority vote of a quorum of the Board consisting of
                      directors who were not parties to the action, suit or
                      proceeding.

               (ii)   If the quorum described in subdivision (i) is not
                      obtainable, then by a majority vote of a committee of
                      directors who are not parties to the action. The committee
                      shall consist of not less than two (2) disinterested
                      directors.

               (iii)  By independent legal counsel in a written opinion.

               (iv)   By the stockholders.

     (c)  If a person is entitled to indemnification under Section 8.1 or 8.2
          for a portion of expenses including attorneys' fees, judgments,
          penalties, fines, and amounts paid in settlement, but not for the
          total amount thereof, the Corporation may indemnify the person for the
          portion of the expenses, judgments, penalties, fines, or amounts paid
          in settlement for which the person is entitled to be indemnified.

SECTION 8.4  Payment in Advance.  Expenses incurred in defending a civil or
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criminal action, suit, or proceeding described in Sections 8.1 or 8.2 above may
be paid 
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by the Corporation in advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay the expenses if it is ultimately determined
that the person is not entitled to be indemnified by the Corporation. The
undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured.

SECTION 8.5  Nonexclusivity.
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     (a)  The indemnification or advancement of expenses provided under Sections
          8.1 to 8.4 is not exclusive of other rights to which a person seeking
          indemnification or advancement of expenses may be entitled under the
          Articles of Incorporation, Bylaws or a contractual agreement. However,
          the total amount of expenses advanced or indemnified from all sources
          combined shall not exceed the amount of actual expenses incurred by
          the person seeking indemnification or advancement of expenses.

     (b)  The indemnification provided for in Sections 8.1 to 8.4 continues as
          to a person who ceases to be a director, officer, employee, or agent
          and shall inure to the benefit of the heirs, executors, and
          administrators of the person.

SECTION 8.6  Insurance.  The Corporation shall have the power to purchase and
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maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under Sections 8.1 to 8.5.

SECTION 8.7  Constituent Corporations.  For purposes of Sections 8.1 to 8.6
             ------------------------                                      
above, "corporation" includes all constituent corporations absorbed in a
consolidation or merger and the resulting or surviving corporation, so that a
person who is or was a director, officer, employee, or agent of the constituent
corporation or is or was serving at the request of the constituent corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise
whether for profit or not shall stand in the same position under the provisions
of this Subsection with respect to the resulting or surviving corporation as the
person would if he or she had served the resulting or surviving corporation in
the same capacity.

SECTION 8.8  Definitions.  For the purposes of Sections 8.1 to 8.6 above, "other
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enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Corporation" shall include any service as a
director, officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the director, officer, employee, or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he or she 
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reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be considered to have acted in a manner "not
opposed to the best interests of the Corporation or its stockholders" as
referred to in Sections 8.1 and 8.2 above.

These Restated Articles of Incorporation were duly adopted on the ____ day of
March, 1999, in accordance with the provisions of Section 642 of the Act and
were duly adopted by the shareholders. The necessary number of shares as
required by statute were voted in favor of these Restated Articles.


                                   Signed this ___ day of March, 1999

                                   By /s/ Harry J. Silverman
                                      ----------------------------------------
                                        Harry Silverman