AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ABC DISPENSING TECHNOLOGIES, INC.



To the Department of State
State of Florida

            Pursuant  to the  provisions  of  Section  607.1006  of the  Florida
Business Corporation Act, the corporation  hereinafter named (the "Corporation")
does hereby adopt the following Articles of Amendment:

            1.    The name of the  Corporation is  ABC  Dispensing Technologies,
Inc.
            2.    Article  III  of  the   Articles  of   Incorporation   of  the
Corporation is hereby amended and restated so as henceforth to read as follows:

                        The  total  number  of  shares  of stock  that the
                        Company   shall   have   authority   to  issue  is
                        fifty-five  million  (55,000,000),  consisting  of
                        fifty million  (50,000,000) shares of common stock
                        (the "Common  Stock") of the par value of one cent
                        ($.01) each and five million (5,000,000) shares of
                        preferred stock (the "Preferred Stock") of the par
                        value of one cent ($.01) each.

                              The Preferred  Stock may be divided into one
                        or more classes. The designation, relative rights,
                        preferences  and limitations of the shares of each
                        class of Preferred Stock are as follows:

                              The shares of Preferred  Stock may be issued
                        from  time to time  in one or more  series  of any
                        number  of  shares;  provided  that the  aggregate
                        number of shares  issued and not  canceled  of any
                        and all such  series  shall not  exceed  the total
                        number of shares of  Preferred  Stock  hereinafter
                        authorized,    and   with    distinctive    serial
                        designations, all as shall hereafter be stated and
                        expressed  in  the   resolution   or   resolutions
                        provided for the issue of such shares of Preferred
                        Stock  from time to time  adopted  by the Board of
                        Directors pursuant to the authority so to do which



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                        is hereby vested in the Board of  Directors.  Each
                        series of shares of  Preferred  Stock (a) may have
                        such voting  powers,  full or  limited,  or may be
                        without  voting  powers;  (b)  may be  subject  to
                        redemption  at  such  time  or  times  and at such
                        prices;  (c) may be entitled to receive  dividends
                        (which may be  cumulative  or  non-cumulative)  at
                        such rate or rates, on such conditions and at such
                        times,  and payable in  preference  to, or in such
                        relation  to, the  dividends  payable on any other
                        class or classes or series of stock;  (d) may have
                        such rights upon the  dissolution  of, or upon any
                        distribution  of the assets of, the  Company;  (e)
                        may be made convertible into or exchangeable  for,
                        shares of any other  class or classes of any other
                        series of the same or any other  class or  classes
                        of shares  the  Company at such price or prices or
                        at  such   rates  or   exchange   and  with   such
                        adjustments; (f) may be entitled to the benefit of
                        a sinking  fund to be applied to the  purchase  or
                        redemption of shares of such series in such amount
                        or amounts;  (g) may be entitled to the benefit of
                        conditions and  restrictions  upon the creation of
                        indebtedness  of the  Company  or any  subsidiary,
                        upon the issue of any additional shares (including
                        additional  shares of such  series or of any other
                        series) and upon the payment of  dividends  or the
                        making  of  other   distributions   on,   and  the
                        purchase,  redemption or other  acquisition by the
                        Company  or any  subsidiary  of,  any  outstanding
                        shares of the Company; and (h) may have such other
                        relative, participating, optional or other special
                        rights,     qualifications,     limitations     or
                        restrictions  thereof;  all as shall be  stated in
                        said  resolution or resolutions  providing for the
                        issue of such shares of Preferred Stock. Shares of
                        Preferred  Stock  of any  series  that  have  been
                        redeemed  (whether  through  the  operation  of  a
                        sinking fund or otherwise) or that if  convertible
                        or  exchangeable,  have  been  converted  into  or
                        exchanged for shares of any other class or classes
                        shall have the status of  authorized  and unissued
                        shares of  Preferred  Stock of the same series and
                        may be  reissued  as a part of the series of which
                        they were originally a part or may be reclassified
                        and  reissued as part of a new series of shares of
                        Preferred  Stock to be  created by  resolution  or
                        resolutions  of the Board of  Directors or as part
                        of any other series of shares of Preferred  Stock,
                        all subject to the conditions or  restrictions  on
                        issuance   set   forth   in  the   resolution   or
                        resolutions  adopted  by the  Board  of  Directors
                        providing for the issue of any series of shares of
                        Preferred Stock.


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            3. The date of adoption of the  aforesaid  amendment was December 2,
1996.

            4.  The  number  of  votes  cast  for  the  said  amendment  by  the
shareholders was sufficient for the approval thereof.

            5. The effective time and date of these Articles of Amendment  shall
be at 5:00 p.m. on December 2, 1996.



                                    ABC DISPENSING TECHNOLOGIES, INC.


                                    /s/ Charles M. Stimac, Jr.
                                    --------------------------------
                                    Charles M. Stimac, Jr.
                                    President and Chief Executive Officer

















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