CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

Sports Arenas, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY

FIRST: That at a meeting of the Board of Directors of Sports Arenas, Inc.,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

        RESOLVED, that the Certificate of Incorporation of this corporation be
        amended ~ the addition of an Article Thirteenth as follows:

        THIRTEENTH: A Director of this corporation shall not be personally
        liable to the corporation or its stockholders for monetary damages for
        breach of fiduciary duty as a director, except that this Article
        THIRTEENTH shall not eliminate or limit a Director's liability (i) for
        any breach of the Director's duty of loyalty to the corporation or its
        stockholders, (ii) for acts or omissions not in good faith or which
        involve intentional misconduct or a knowing violation of law, (iii)
        under Section 174 of the Delaware General Corporation Law, or (iv) for
        any transaction from which the Director derived an improper personal
        benefit. If the Delaware General Corporation Law is amended after
        approval by the stockholders of this Article THIRTEENTH to authorize
        corporate action further eliminating or limiting the personal liability
        of Directors, then the liability of a Director of the corporation shall
        be eliminated or limited to the fullest extent permitted by the Delaware
        General Corporation Law, as so amended from time to time. ,

        Any repeal or modification of this Article THIRTEENTH shall not increase
        the personal liability of any Director of this corporation for any act
        or occurrence taking place prior to such repeal or modification, or
        otherwise adversely affect any right or protection of a Director of the
        corporation existing at the time of such repeal or modification.

        The provisions of this Article THIRTEENTH shall not be deemed to limit
        or preclude indemnification of a Director by the corporation for any
        liability of a Director which has not been eliminated by the provisions
        of this Article Thirteenth..

SECOND:That  thereafter,  pursuant to resolution  of its Board of Directors,  an
       annual meeting of the  stockholders  of said  corporation was duly called
       and held,  upon  notice in  accordance  with  Section  222 of the General
       Corporation  law of the State of Delaware at which  meeting the necessary
       number  of shares  as  required  by  statute  were  voted in favor of the
       amendment'.

THIRD: That said amendment was duly adopted in accordance with the provisions of
       Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.

IT WITNESS WHEREOF, said corporation has caused this certificate .to' be signed
by Harold S. Elkan, its President, and Joyce Fensom, its Secretary, this 21st
day of February, 1987.

               BY: /S/ HAROLD S. ELKAN
                      --------------------------------------
                      Harold S. Elkan, President

               Attest: /S/ JOYCE FENSOM
                      ----------------------------
                      Joyce Fensom, Secretary