AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                             VANDERBILT SQUARE CORP.


         The undersigned  officers and directors of VANDERBILT SQUARE CORP. (the
"Corporation"),  hereby  certify that on February 10, 1998,  following a special
meeting of the Company's  Shareholders and Directors, a Resolution for amendment
of the Articles of  Incorporation  was adopted and approved by a majority of the
Shareholders,  the  number  of  votes  cast was  sufficient  for  approval.  The
amendment if as follows:

         ARTICLE I, of the  corporation is hereby deleted and shall no longer be
in force and effect and in its place instead the following is inserted:

                          ARTICLE - NAME OF CORPORATION

         The  name  of  the   corporation   shall  be  "TREASURES  AND  EXHIBITS
INTERNATIONAL, INC."

         IN WITNESS WHEREOF,  the undersigned Chairman of the Board of Directors
and the President and Secretary of this Corporation have executed this Amendment
to the Articles of  Incorporation  of VANDERBILT  SQUARE CORP.  this 27th day of
February, 1998.


                                                 VANDERBILT SQUARE CORP.


                                                 By:____________________________
                                                 Larry Schwartz, President


                                                 By:____________________________
                                                 Edward Meyer, Secretary



                                 ACKNOWLEDGMENT


STATE OF _______________    )
                            )
COUNTY OF FLORIDA           )

         On this ____ day of February 1998,  before me the  undersigned  officer
duly  authorized to take  acknowledgments  personally  appeared Larry  Schwartz,
Chairman of the Board of Directors and President of VANDERBILT SQUARE CORP. who;
[ ] is personally  known to me, or [ ] did produce  ________________________  as
indemnification and Edward Meyer,  Secretary of VANDERBILT SQUARE CORP. who; [ ]
is  personally  known  to me,  or [ ] did  produce  ________________________  as
indemnification and that they, as such director and officer, respectively, being
duly  authorized to do so,  executed the foregoing  instrument  for the purposes
therein contained,  by signing the name of the corporation by themselves as such
officer and director of the Corporation and they did not take an oath.

         SWORN TO AND SUBSCRIBED before me on this ___ day of February, 1998.


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                                              Notary Public

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[SEAL]                                        Printed Name

My Commission Expires: