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                                                                   EXHIBIT 3.2.1


                              AMENDMENT OF BYLAWS


     "3.2  The number of directors of the corporation shall be not less than
four (4) nor more than seven (7). The exact number of directors shall be five
(5) until changed, within the limits specified above, by an amendment to this
Section 3.2 duly adopted by either the Board of Directors or the shareholders.
The indefinite number of directors may be changed, or a definite number fixed
without provision for an indefinite number, by an amendment to this Section 3.2
duly adopted by the vote or written consent of a majority of the outstanding
shares entitled to vote."