ARTICLES OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                             TMI HOLDING CORPORATION

TMI Holding Corporation hereby amends its Articles of Incorporation as follows:

1.   The name of the corporation is TMI Holding Corporation.

2.   The text of each amendment adopted is:

     (a)  Article I is hereby amended to provide in its entirety as follows:

                                   "Article I

     The name of this  corporation is  Environmental  Oil Processing  Technology
     Corporation." and,

     (b) Article IV is hereby amended to provide in its entirety as follows:

                                   "Article IV

     The corporation is authorized to issue a total of 200,000,000 shares, which
     are all of the same class,  to wit:  no par value  common  stock,  and when
     issued shall have  unlimited  voting  rights and be entitled to receive the
     net assets of the corporation on dissolution. "

3.   The foregoing  amendment to Article IV provides for a  reclassification  of
     issued  shares to the extent  that it was  adopted  and is made in order to
     effectuate a two for one forward split of the  corporations  authorized and
     issued shares,  which shall be implemented  by the  corporation's  transfer
     agent  (American  Registrar & Transfer  Co., 342 East 900 South,  Salt Lake
     City, Utah 84111), issuing a new form Company certificate  representing two
     shares  of its no par  value  common  stock  for  each  one  share  that is
     represented  by  such  old  form  certificates  as  may  be  presented  for
     registration of transfer in the ordinary course of business.

4.   The foregoing amendment was adopted on July 3, 2000.

5.   The foregoing  amendment was first proposed by the  corporation's  board of
     directors for submission to the  shareholders,  recommended by the board to
     the  shareholders,  and then adopted by the  corporation's  shareholders by
     Written  Action of a majority of the  shareholders  effective July 3, 2000,
     and notice of the Written  Action was mailed to the remaining  shareholders
     of record on July 10, 2000.






6.   The  corporation   had  35,000,058   shares  of  common  stock  issued  and
     outstanding  on July 3, 2000,  which  shares  were the  corporation's  only
     voting group,  all of which were entitled to vote.  Shareholders  of record
     owning 21,206,009 shares of common stock signed the Written Consent.

     There  were  21,206,009   shares   authorizing   the  amendments,   and  no
shareholders  have objected or voted against the Written Action of Shareholders,
which voting shares  constitute 61% of the outstanding  stock, and is sufficient
for approval and adoption of the amendments to the Articles of Incorporation.

     Wherefore,  the  undersigned  officer  of TMI  Holding  Corporation  hereby
executes  and  files  these   Articles  of   Amendment,   pursuant  to  specific
authorization by its shareholders, on July 24, 2000.

                                                   /s/_________________________
                                                      N. Tod Tripple, President