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                        ULTIMATE FRANCHISE SYSTEMS, INC.
                              ARTICLES OF AMENDMENT

         ULTIMATE   FRANCHISE  SYSTEMS,   INC.,  a  Colorado   corporation  (the
"Company")  having its principal  office at 1991 South Lincoln  Street,  Denver,
Colorado 80210,  (herein referred to as the  "Corporation")  hereby certifies to
the Secretary of State that:

         FIRST: The Articles of Incorporation  are hereby amended by deleting in
its entirety Article V and substituting therein the following Article V:

                            ARTICLE V CAPITALIZATION

         The total number of shares of capital stock which the  Corporation  has
the  authority  to issue is one  hundred ten  million  (110,000,000).  The total
number of shares of common stock which the Corporation is authorized to issue is
one hundred million  (100,000,000) with no par value. The total number of shares
of preferred  stock which the  Corporation is authorized to issue is ten million
(10,000,000) with no par value. The voting powers, designations, preferences and
relative,   participating,   optional  or  other   rights,   if  any,   and  the
qualifications,  limitations or restrictions, if any, of the preferred stock, in
one or more series, shall be fixed by one or more resolutions  providing for the
issuance of such stock  adopted by the  Corporation's  board of  directors  (the
"Board  of  Directors"),  in  accordance  with the  provisions  of the  Colorado
Business  Corporation  Act and the Board of Directors  is expressly  vested with
authority to adopt one or more such resolutions.

         SECOND:  The above amendment to the Articles of Incorporation  was duly
adopted by the shareholders of the Corporation  pursuant to Section 7-110-106 of
the Colorado Business Corporation Act on December 28, 2000 to be effective as of
December  28, 2000.  The number of shares cast for the  amendment by each voting
group  entitled to vote  separately on the amendment was sufficient for approval
by that voting group.

         IN WITNESS WHEREOF,  ULTIMATE FRANCHISE SYSTEMS,  INC. has caused these
presents to be signed in its name and on its behalf by its president on the 28th
day of December,  2000,  and its president  acknowledges  that these Articles of
Amendment are the act and deed of Ultimate  Franchise  Systems,  Inc., and under
penalty or perjury,  that the matters and facts set forth herein with respect to
authorization  and approval are true in all material respects to the best of his
knowledge, information and belief.

                                                ULTIMATE FRANCNISE SYSTEMS, INC.

                                                By: /s/ Chris Swartz
                                                    ---------------------------
                                                    Chris Swartz, President