Exhibit 3.b.ii


       Amendment to Section 3.04 of Article Three of the Company's Bylaws
       ------------------------------------------------------------------

The  Company's  Bylaws  were  amended on July 21,  1998 to delete  the  existing
Section 3.04 of Article Three in its entirety and replace it with the following:

       3.04 Cumulative Voting. Every shareholder entitled to vote at an election
       of  directors  is entitled to multiply the number of votes he is entitled
       to cast by the number of  directors  for whom he is  entitled to vote and
       cast the product for a single  candidate or distribute  the product among
       two or more  candidates.  This  right of  cumulative  voting shall not be
       exercised  unless (i) the meeting notice or proxy statement  accompanying
       the notice states conspicuously that cumulative voting is authorized;  or
       (ii) some  shareholder or proxyholder  announces in open meeting,  before
       the voting of directors  starts,  his intention so to vote  cumulatively;
       and if such announcement is made, the chair shall declare that all shares
       entitled to vote have the right to vote  cumulatively and shall thereupon
       grant a recess  of not less than two (2)  days,  nor more than  seven (7)
       days,  as he  shall  determine,  or of such  other  period  of time as is
       unanimously agreed upon.


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                                                                 Exhibit 3.b.iii


       Amendment to Section 3.19 of Article Three of the Company's Bylaws
       ------------------------------------------------------------------

The Company's  Bylaws were amended on December 15, 1999 to amend Section 3.19 of
Article Three by adding the following two sentences to the end of the section.

        The foregoing  provisions  shall not apply to any individual  during the
       time  such  individual  is  serving  as chief  executive  officer  of the
       corporation.  In addition,  the board of directors may make exceptions to
       the  limitations  set forth in this  section for  directors  added to the
       board of directors in connection with  acquisitions by the corporation or
       its subsidiaries.


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