Exhibit 3.1

                                 AMENDED BY-LAWS
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Article III, Section 2
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Section 2.        Vacancies - Change in Number of Directors
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     Newly created  directorships  resulting  from any increase in the number of
Directors and vacancies on the Board occurring  otherwise than by removal may be
filled by the majority of the remaining members of the Board, though less than a
quorum, or by a sole remaining Director, or by the shareholders,  and any person
so elected  shall  hold  office  for the  remainder  of the term of the class of
Directors in which the new  directorship was created or the vacancy occurred and
until such Director's successor shall have been elected and qualified. A vacancy
caused by removal of a Director shall be filled by the shareholders. No decrease
in the number of Directors  constituting the Board shall shorten the term of any
incumbent Director.

Article V, Section 1
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Section 1.        Alterations - Amendments - Repeal
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     Subject to the Certificate of  Incorporation,  these By-Laws may be altered
or repealed, and other By-Laws may be adopted, by a majority of the entire Board
of Directors at any regular or special meeting.