AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                   TREASURES AND EXHIBITS INTERNATIONAL, INC.


         The  undersigned  officers  and  directors  of  TREASURES  AND EXHIBITS
INTERNATIONAL,  INC.  (the  "Corporation"),  hereby  certify that on January 19,
2001, 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 (18,967,901 of 34,990,756). 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 "AFFINITY INTERNATIONAL MARKETING,
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 TREASURES AND EXHIBITS  INTERNATIONAL,  INC.
this 16th day of February, 2001.


                        TREASURES AND EXHIBITS INTERNATIONAL, INC.

                        By:__________________________________________
                        Kenneth De Fillipo, Chairman of the Board of Directors


                        By:__________________________________________
                        Kenneth De Fillipo, President


                        By:__________________________________________
                        Steven Stark, Secretary




                                 ACKNOWLEDGMENT


STATE OF _______________    )
                            )
COUNTY OF FLORIDA           )

         On this ____ day of February 2001,  before me the  undersigned  officer
duly authorized to take  acknowledgments  personally appeared Kenneth DeFillipo,
Chairman of the Board of  Directors  and  President  of  TREASURES  AND EXHIBITS
INTERNATIONAL,  INC.  who;  [ ] is  personally  known to me, or [ ] did  produce
________________________  as  indemnification  and Steven  Stark,  Secretary  of
TREASURES AND EXHIBITS INTERNATIONAL, INC 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 16th day of February, 2001.


                                                 -------------------------------
                                                 Notary Public

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[SEAL]                                           Printed Name

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