The Board of Directors of the Corporation adopted and approved the following 
resolution amending Article Fourth of the Certificate of Incorporation:

     "NOW, THEREFORE, BE IT RESOLVED, that Article Fourth of the Certificate 
of Incorporation is hereby amended by deleting the first paragraph of Article 
Fourth in its entirety and replacing it with the following:

     'The total number of shares of the stock which the Corporation shall have 
authority to issue is Eleven Million(11,000,000), consisting of Ten Million 
(10,000,000) shares of common stock, $.05 par value per share (the Common 
Stock), and One Million (1,000,000) shares of preferred stock, $.05 par value 
per share (the Preferred Stock).  Upon November 18, 1992, each five 
outstanding shares of Common Stock are combined, reconstituted and converted 
into one share of Common Stock.'"