EXHIBIT 3

Amendment of the By-laws


ARTICLE III, SECTION 2:  NUMBER AND QUALIFICATION OF
DIRECTORS

The authorized number of Directors shall be not less than
five nor more than nine; provided, however, whenever the
corporation has fewer than (3) three shareholders, the
minimum number of Directors shall be equal to the number of
shareholders.  The exact number of authorized Directors
shall be six until changed, within the limits specified
above, by an amendment to this section duly adopted by the
board of directors or by the shareholders.  The maximum or
minimum number of Directors cannot be changed, nor can a
fixed number be substituted for the maximum and minimum
numbers, except by approval of the outstanding shares, as
defined in Section 152 of the Code.  Any amendment of the By-
laws or Articles that would reduce the minimum number to a
number less than five (5), however, cannot be adopted if the
votes cast against its adoption a shareholders' meeting or
the shares not consenting to an action by written consent
are equal to more than sixteen and two-thirds percent (16-
2/3%) of the outstanding shares entitled to vote.  No
amendment may change the stated maximum number of authorized
Directors to a number greater than two times the stated
minimum number minus one.