ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF

                            REGENESIS HOLDINGS, INC.

                 Pursuant to the Florida General Corporation Law

Regenesis Holdings, Inc. hereby files this AMENDMENT TO THE ARTICLES OF
INCORPORATION pursuant to Sections 607.0602 and 607.1002 of the Florida Business
Corporation Act:

A.           The name of the Corporation is Regenesis Holdings, Inc. (the
             "Corporation"),

B.           The following Amendment to the Articles of Incorporation was
             adopted by all of the Directors of the Corporation on September 29,
             2000 in the manner prescribed by Section 607.1002 of the Act:

             RESOLVED, that Article I of the Corporation's Articles of
             Incorporation shall be amended in its entirety to read as follows:

                                    ARTICLE I
                                    ---------

                 The name of the Corporation is FuelNation Inc.

C.           The Board of Directors of the Company shall consist of up to 9
             members, who shall serve as directors until resignation or until
             his successor is duly elected and qualified.

D.           The Corporation's current officers and directors are:

                                 Name                  Position

                           Russell B. Adler           Director
                           Edwin Ruh                  Director
                           Joel Brownstein            Director, CFO
                           Chris Salmonson            Chairman, President, CEO
                           Robert Simmons             Director



E.           The Certificate of Incorporation is hereby amended by striking out
             the preamble of Article III and Section III.A. entitled Provisions
             Related to the Preferred Stock in its entirety, and substituting in
             lieu thereof the new Article III preamble and Section III.A. as set
             forth below, and the prior Amendment to the Articles of
             Incorporation filed February 12, 1999, is hereby amended by
             correcting the references in Section D thereof which incorrectly
             refer to Article 4 by changing all references to Article 4 to
             Article III.A, which shall provide as follows:

                                   ARTICLE III
                                   -----------

             The aggregate number of shares of all classes of stock which the
             Corporation is authorized to have outstanding at any one time is
             110,000,000 shares, of which 10,000,000 shares shall be preferred
             stock, par value $.01 per share, issuable in one or more classes or
             series (the "Preferred Stock"), and 100,000,000 shares shall be
             Common Stock, par value $.01 per share (the "Common Stock"). All or
             any part of the Common Stock and Preferred Stock may be issued by
             the Corporation from time to time and for such consideration as the
             Board of Directors may determine. All of such shares, if and when
             issued, and upon receipt of such consideration by the Corporation,
             shall be fully paid and non-assessable.

             Except as otherwise required by law each holder of Common Stock
             shall be entitled to one vote for each share standing in such
             person's name on the books of the Corporation. Subject to the
             rights of any outstanding shares of Preferred Stock having
             preferential dividend rights, holders of Common Stock are entitled
             to such dividends as may be declared by the Board of Directors out
             of funds lawfully available therefor. Upon any liquidation,
             dissolution or winding up the affairs of the Corporation, holders
             of Common Stock are entitled to receive pro rata the remaining
             assets of the Corporation, after the holders of outstanding shares
             of Preferred Stock having preferential rights to such assets have
             received in full the distributions to which they are entitled.

             (A)      PROVISIONS RELATED TO PREFERRED STOCK

                  1.      GENERAL.

                          The Board of Directors is authorized to adopt
                          resolutions at any time and from time to time dividing
                          the Preferred Stock into one or more classes or
                          series, which classes or series may have such voting
                          powers, full or limited, or no voting powers, and such
                          designations, preferences and relative, participating,
                          optional or other special rights, and qualifications,
                          limitations or restrictions as the Board may specify
                          in such resolutions and as may now or hereafter be
                          permitted by Florida law.
<PAGE>

                  2.      DESIGNATION AND INITIAL NUMBER.

                          The next series of Preferred Stock hereby classified
                          shall be designated "Series D Preferred Stock." The
                          initial number of authorized shares of the Series D
                          Preferred Stock shall be up to 9,300,000 shares. Upon
                          issuance of the shares of Series D Preferred Stock an
                          amount at least equal to the par value shall be the
                          stated capital of the Company.

                  3.      VOTING RIGHTS.

                          Holders of the shares of Series D Preferred Stock
                          shall be entitled to full voting rights, share for
                          share, with the then outstanding Common Stock as well
                          as any other class or series of stock of the Company
                          which have general voting power with the Common Stock
                          concerning any matter being voted upon. Except as so
                          provided, shares of Series D Preferred Stock shall at
                          no time be entitled, as a series, class or otherwise,
                          to any other or special or restrictive voting rights
                          of any kind whatsoever, except as then and when and to
                          the extent required by applicable law.

                  4.      CONVERSION PRIVILEGE.

                          The holders of the Series D Preferred Stock shall have
                          the right to convert the shares into shares of the
                          Company's Common Stock, par value $.01 per share, on
                          the following terms and conditions:

                          a. Each share of Series D Preferred Stock shall be
                          convertible as stated herein, into ten (10) fully paid
                          and non-assessable shares of Common Stock.
<PAGE>

                          b. Upon presentation and surrender to the Company ( or
                          any office or agency maintained for the transfer of
                          the Series D Preferred Stock) of certificates of
                          Series D Preferred Stock to be so converted, duly
                          endorsed in blank for transfer or accompanied by
                          proper instruments of transfer in blank, all bearing
                          medallion guaranteed signature(s) of the holders and
                          accompanied by written notice of conversion (the
                          "Conversion Notice"), the holder of such shares of
                          Series D Preferred Stock shall be entitled, subject to
                          the limitations contained herein, to receive in
                          exchange therefor a certificate or certificates
                          representing such number of fully paid and
                          non-assessable shares of Common Stock which shall
                          represent the number of shares of Series D Preferred
                          Stock issuable upon such conversion. The shares of
                          Series D Preferred Stock shall be deemed to have been
                          converted, and the person converting the same to have
                          become the holder of record of Common Stock, for all
                          purposes as of the date of delivery of the Conversion
                          Notice.

                          c. The Company shall, so long as any of the shares of
                          Series D Preferred Stock are outstanding, reserve and
                          keep available out of its authorized and unissued
                          Common Stock, solely for the purpose of effecting the
                          conversion of the shares of Series D Preferred Stock,
                          such number of shares of Common Stock as shall from
                          time to time be sufficient to effect the conversion of
                          all of the shares of Series D Preferred Stock then
                          outstanding.

                          d. The Company shall not issue any fraction of a share
                          of Common Stock upon any conversion, but shall round
                          up the number of shares of Common Stock issuable upon
                          such conversion to the next highest whole share.

                  5.      REDEMPTION.

                          The shares of Series D Preferred Stock are redeemable
                          at any time at the sole option of the Company at a
                          redemption price to be negotiated by the parties.

                  6.      DIVIDENDS.

                          The shares of Series D Preferred Stock shall be paid
                          dividends from time to time as determined in the sole
                          discretion of the Board of Directors out of funds
                          legally available for the payment of dividends by the
                          Company.

                  7.      LIQUIDATION.

                          In the event of any voluntary or involuntary
                          dissolution or winding up of the Company, the holders
                          of shares of Series D Preferred Stock then outstanding
                          shall be entitled to be paid out of the assets of the
                          Company available for distribution to its shareholders
                          an amount per share equal to $.01 without interest,
                          and no more, before any payment shall be made to the
                          holders of any stock of the Company ranking junior to
                          the Series D Preferred Stock. A merger or
                          consolidation of the Company with or into any other
                          corporation, share exchange or sale or conveyance of
                          all or any part of the assets of the Company which
                          shall not in fact result in the liquidation of the
                          Company and distribution of assets to its shareholders
                          shall not be deemed to be a voluntary or involuntary
                          liquidation, dissolution or winding up of the Company
                          within the meaning of this Article 3.


<PAGE>


                  8.      TRANSFERABILITY.

                          The shares of Series D Preferred Stock may be
                          transferred at any time at the sole option of the
                          holder.

             F.           The Corporation's new registered agent is:

                          Ronald Fieldstone
                          201 Alhambra Circle,
                          Suite 601
                          Coral Gables, Florida 33134



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