Exhibit 4.2


                   AMENDMENT TO THE 1993 INCENTIVE SHARE PLAN

        Paragraph  3,  Section  (a)  of the plan is hereby amended  by  deleting
the  final  sentence  of  Section (a) in its entirety and replacing  it with the
following  language:

               "Subject  to  adjustment  as  hereinafter provided, the
            aggregate number of Shares as to which Awards may be granted
            under the  Plan  shall  not  exceed  1,750,000."