Exhibit 3.1.2

                                                        FEDERAL IDENTIFICATION
                                                        NO. ___________________

__________                     THE COMMONWEALTH OF MASSACHUSETTS
Examiner                            William Francis Galvin
                          Secretary of the Commonwealth
                     One Ashburton Place, Boston, Massachusetts 02108-1512



__________                           ARTICLES OF AMENDMENT
Name                       (General Laws, Chapter 156B, Section 72)
Approved



          We, Bruce A. Shear,
          President/Vice President


          and Paula C. Wurts,
          Clerk/Assistant Clerk


          located at 200 Lake Street, Suite 102, Peabody, Massachusetts 01960


          certify that these Articles of Amendment affecting articles numbered:


          Article 4
          (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)


          of the  Articles of  Amendment  were duly adopted at a meeting held on
          January 18, 2001, by vote of:


 C        163,700 shares of Series C 8% Convertible  Preferred  Stock of 163,700
 P        shares outstanding
 M
 R.A.     __________ shares of __________ of shares outstanding


          1**  being  at  least  a  majority  of  each  type,  class  or  series
          outstanding  and  entitled  to  vote  thereon:   2**  being  at  least
          two-thirds of each type,  class or series  outstanding and entitled to
          vote  thereon and of each type,  class or series of stock whose rights
          are adversely affected thereby:








Article 4 of the Corporation's  Restated Articles of Organization filed with the
Secretary of the Commonwealth of Massachusetts on December 17, 1993, as modified
by the Certificate of Vote of Directors  Establishing a Class or Series of Stock
filed with the Secretary of the  Commonwealth of  Massachusetts on June 27, 2000
(the "Certificate of Vote"),  which Certificate of Vote set forth the rights and
preferences of the Corporation's Series C 8% Convertible Preferred Stock,

is hereby being amended by:

(i)  the  restatement  of all  such  rights  and  preferences  as set  forth  in
Continuation  Sheets 1 through  19  hereto;  and (ii)  adding  such  rights  and
preferences,  as so restated,  the Restated  Articles of  Organization  as a new
paragraph G, with such paragraph G to follow Continuation Sheets 4A-4H currently
included as part of the Restated Articles of Organization.








































phc\shaar\amendment




The  foregoing  amendments(s)  will  become  effective  when these  Articles  of
Amendment are filed in accordance  with General  Laws,  Chapter 156B,  Section 6
unless  these  articles  specify,  in  accordance  with  the vote  adopting  the
amendment,  a later  effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later

Later effective date:  ____________________________________________________

SIGNED UNDER THE PENALTIES OF PERJURY, this 15th day of February, 2001.




We,    Bruce A. Shear,
       President


and     Paula C. Wurts,
        Assistant Clerk





                            CONTINUATION SHEETS 1-19
                                   PARAGRAPH G





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