ARTICLES OF AMENDMENT


                                  HWS MAI CORP.

         Pursuant to Florida Statutes Section 607.187, the Articles of
Incorporation of the above named Corporation are amended as follows:

         1. Article I, NAME is amended to read as follows:

                             CREATIVE VENDING CORP.

         2. Article IV, CAPITAL STOCK is amended to read as follows:

                            ARTICLE IV. CAPITAL STOCK

         This Corporation is authorized to have Two Hundred One Million
(201,000,000) shares of capital stock. The capital stock shall be designated and
divided into "Redeemable Convertible 12% Preferred Stock" with a par value of
$1,000.00 per share (totaling One Million shares) and "Common Shares" with no
par value (totaling Two Hundred Million shares). The Common Shares shall be
further divided into two classes, Class A Common Shares and ordinary Common
Shares.

COMMON SHARES

         The Corporation is authorized to issue up to 50,000,000 Class A Common
Shares; the remainder of the Common Shares (150,000,000) shall be ordinary
Common Shares. Class A Common Shares shall be converted automatically into
ordinary Common Shares upon sale, death, or other transfer by the original
holder other than to another Class A Common Stockholder, or at any time at the
written request of the original holder.

VOTING

         The holders of Class A Common Shares and Redeemable Convertible 12%
Preferred Stock shall be entitled to two (2) votes per share. The holders of
ordinary Common Shares shall be entitle to one (1) vote per ordinary Common
Share respecting all matters on which holders of Common Shares shall be entitled
to vote.

DIVIDEND RIGHTS

         For any Quarter, after the Convertible Redeemable 12% dividend rate is
paid on the Preferred Shares, all shares of all classes of common stock shall be
entitled to share equally on a per share basis in such dividends as the BOARD OF
DIRECTORS may declare from sources legally available therefore.



DIVIDEND RIGHTS

         For any Quarter, after the Convertible Redeemable 12% divided rate is
paid on the Preferred Shares, all shares of all classes of common stock shall be
entitled to share equally on a per share basis in such dividends as the BOARD OF
DIRECTORS may declare from sources legally available therefore.

LIQUIDATION OF RIGHTS

         The Convertible Redeemable 12% Preferred Shares shall first receive
proceeds up to their par value. Upon liquidation, partial return of capital, or
dissolution of the Corporation, whether voluntary or involuntary. Thereafter,
all shares of common stock shall be entitled to share equally in the assets
available for distribution to common stockholders after payment of all prior
legal obligations of the Corporation.

PREFERENCED SHARES

         As stated above, the Convertible Redeemable 12% Preferred Shares shall
be preferenced as to dividends, liquidation and return of capital. The
Corporation may, upon fifteen (15) days notice, redeem any or all of the
Convertible Redeemable 12% Preferred Shares outstanding, by paying the full par
value and any accrued 12% quarterly dividend legally due. The Corporation may
subsequently re-issue Preferred Shares from treasury, recall and re-issue, as
deemed appropriate by the BOARD OF DIRECTORS.

PREFERRED SHARES - CONVERSION PRIVILEGE

         At any time after issuance of a Convertible Redeemable 12% Preferred
Share, the registered owners of the first 150 Convertible 12% Preferred Shares
may elect to convert to ordinary Common Stock by surrendering the certificate,
properly endorsed, and receiving 66,600 shares of ordinary Common Stock for each
share of Convertible 12% Preferred Stock. The Board of Directors based on the
average bid price for any quarter, may issue additional Convertible Redeemable
12% Preferred Shares that give effect to the then market value of the Common
Shares.

         3. The foregoing amendment was adopted on 2/7/89 by the affirmative
vote of the Shareholders of a majority, through proxies, of the shares entitled
to vote on the amendment, in accordance with Florida Statutes Section
607.181(1).

IN WITNESS WHEREOF, We, the undersigned, being all of the Directors of the
Corporation, have executed these Articles of Amendment on 2-7-89.

                                               /s/ Thomas E. Harper
                                           -------------------------------------
                                           Thomas E. Harper, Director, President
                                           Treasurer

                                               /s/ Joanne L. Harper
                                           -------------------------------------
                                   Attest: Joanne L. Harper, Director, Secretary