EXHIBIT 3.3




Section 3.2 of the Bylaws has been amended to read in its entirety as follows:


      SECTION 3.2   NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively pursuant to a resolution adopted by a majority of the Whole
Board. In the absence of such resolution, the Board of Directors shall
consist of at least three (3), and no more than twelve (12), directors. The
term of office of each of the directors elected at any annual meeting of
stockholders shall be one (1) year, with each director to hold office until
his or her successor shall have been duly elected and qualified. A director
may, but need not, be a stockholder of the Corporation.