---------------------------- 
                                                  FILED                        
                                                  in the Office of the         
                                                  Secretary of State of Tex    
                                                                               
                                                  SEP 16 1998                  
                                                                               
                                                  Corporations Section         
                                                  ---------------------------- 
                                                  


                              ARTICLES OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF
                               FRESH'N LITE, INC.
                              (a Texas Corporation)



     Pursuant  to  the   provisions  of  Article  4.04  of  the  Texas  Business
Corporation Act, the undersigned  corporation  adopts the following  articles of
amendment to its Articles of Incorporation:

                                   ARTICLE ONE

          The name of the corporation is: FRESH'N LITE, INC.

                                   ARTICLE TWO

     The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on May 1, 1998 - The amendment alters or changes
Articles One of the original Articles of Incorporation and the full text of each
provision amended is as follows:

     The name of the corporation is; Restaurant Teams International, Inc.


                                  ARTICLE THREE

     The  number of shares of the  corporation  outstanding  at the time of such
adoption was  6,356,852;  and the number of shares  entitled to vote thereon was
6,356,852.


<PAGE>


                                  ARTICLE FOUR

     The  number of shares  voting for such  amendment  Was  4,386,227;  and the
number of shares voting against such amendment was zero (a)

                                  ARTICLE FIVE

     The  manner in which any  exchange,  reclassification  or  cancellation  of
issued shares provided for in the amendment; shall be effected, is as follows:

     New certificates  reflecting the corporation's  name change shall be issued
to each  shareholder  on a share  for  share  basis  to  replace  their  present
certificates,  which reflect the prior corporate name. The replaced certificates
shall be  cancelled  as part of issuing  new  replacement  certificates  to each
shareholder.   Additionally  and   simultaneously   with  the  issuance  of  new
replacement  certificates  each  shareholder  of record as of September 18, 1998
shall be  issued  one  warrant  for each ten  shares  then  held;  such  warrant
authorizing the holder to purchase one (1) additional share per warrant from the
corporation at a price of $5.00 per share; such warrants co be exercisable until
September 18, 2000, Any warrants not exercised by that date shall  automatically
expire,

          DATED:   September 10, 1998.


                                        FRESH'N LITE, INC.

                                        By: /s/ Henry Leonard
                                            -----------------------------
                                                HENRY LEONARD, President



                                        By: /s/ Carole Swanson
                                            -----------------------------
                                                CAROLE SWANSON, Secretary


<PAGE>




THE STATE OF TEXAS
COUNTY OF GREGG


         BEFORE ME, a Notary  Public,  on this day  personally  appeared,  HENRY
LEONARD and CAROLE SWANSON, President and Secretary,  respectively,  of FRESH 'N
LITE,  INC.,  known to me to be the persons  whose names are  subscribed  to the
foregoing  document  and being by me first duly  sworn,  declared on their oaths
that the statements contained therein are true and correct.

         GIVEN under MY HAND AND SEAL OF OFFICE, this 10 day of September, 1998.


                                        /s/ Jean M. Hedges
                                        -----------------------------------
                                            JEAN M. HEDGES
                                            Notary Public State of Texas
 [graphic omitted]                          COMM. Exp. 6-30-2001