ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                 FUELNATION INC.
                      (formerly, Regenesis Holdings, Inc.)


                 Pursuant to the Florida General Corporation Law

FUELNATION INC. (formerly, Regenesis Holdings, Inc.) hereby files this AMENDMENT
TO THE ARTICLES OF INCORPORATION pursuant to Sections 607.0602 and 607.10025 of
the Florida Business Corporation Act:

A.           The name of the Corporation is FUELNATION INC. (the "Corporation"),

B.           The following Amendment to the Articles of Incorporation was
             approved by resolution adopted by unanimous consent of all of the
             Directors of the Corporation effective October 16, 2000 and further
             approved by the Shareholders of the Corporation by a vote of a
             majority of the Shareholders entitled to vote in connection thereof
             effective on or about November 7, 2000, in the manner prescribed by
             Section 607.1003 of the Florida Corporations Act and pursuant to
             shareholder consent in the manner prescribed by Section 14(a) of
             the Securities Exchange Act of 1934:

C.           The Certificate of Incorporation is hereby amended by striking out
             the preamble to Article III in its entirety, and substituting in
             lieu thereof the new preamble to Article III 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
             370,000,000 shares, of which 20,000,000 shares shall be preferred
             stock, par value $.01 per share, issuable in one or more classes or
             series (the "Preferred Stock"), and 350,000,000 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.

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             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.

             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.

             The foregoing Amendments to the Certificate of Incorporation were
             properly authorized and duly adopted effective this 7th day of
             November, 2000 pursuant to Sections 607.0602 and 607.10025 of the
             Florida Business Corporation Act, by the affirmative vote of a
             majority of the Board of Directors of the Corporation present at a
             meeting at which a quorum was present, followed by the written
             consent of holders of a majority of all of the outstanding shares
             of Common Stock of the Corporation entitled to vote on the said
             Amendments to the Certificate of Incorporation.


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             IN WITNESS WHEREOF, these ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF FUELNATION INC. have been executed on this the ____th day of
November, 2000.


                                        ___________________________________
                                                 Name: ________________
                                                 Title: _________________