Amendment to the By-Laws of the Company

         Pursuant to a  resolution  of the Board of  Directors  of the  Company,
dated October 21, 1998,  the By-Laws of the Company were amended by changing the
last sentence of Section 3.01 to read as follows:

         "The board of directors of the corporation shall consist of that number
of  directors as  determined  from time to time by the board of  directors,  but
shall in no event exceed ten."