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                                                                    EXHIBIT 3(d)

     Article VI of the Bylaws of the Corporation shall be amended as follows:

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

     Section 1. Scope of Indemnification. (a) The corporation shall, to the 
broadest and maximum extent permitted by law, indemnify each person who was or 
is a party or is threatened to be made a party to any proceeding by reason of 
the fact that such person is or was a director or officer of the corporation, 
or is or was serving at the request of the corporation as a director or officer 
of another corporation or other enterprise, against expenses (including 
attorneys' fees), judgments, fines, settlements and other amounts actually and 
reasonably incurred in connection with such proceeding. In addition, the 
corporation shall, to the broadest and maximum extent permitted by law, 
promptly demand pay to such person any and all expenses (including attorneys' 
fees) incurred in defending or settling any such proceeding in advance of the 
final disposition of such proceeding upon receipt of an undertaking by or on 
behalf of the director or officer to repay such amount if it shall ultimately 
be determined by a final judgment or other final adjudication that such person 
is not entitled to be indemnified by the corporation as authorized in this 
Section 1.

     (b) If a claim under paragraph (a) of this Section 1 is not paid in full 
by the corporation within 45 days after a written claim has been received by 
the corporation, the claimant may at any time thereafter bring suit against the 
corporation to recover the unpaid amount of the claim and, if successful in 
whole or in part, the claimant shall also be entitled to be paid the expenses 
of prosecuting such claim, including attorneys' fees. It shall be a defense to 
any such action (other than an action brought to enforce a claim for expenses 
incurred in defending any proceeding in advance of its final disposition where 
the required undertaking has been tendered to the corporation) that the 
claimant has not met the standards of conduct which make it permissible under 
the California Corporations Code for the corporation to indemnify the claimant 
for the amount claimed, but the burden of proving such defense by clear and 
convincing evidence shall be on the corporation.

     (c) The Board of Directors may in its discretion provide by resolution for 
such indemnification of, or advance of expenses to, other employees or agents 
of the corporation, and likewise may refuse to provide for such indemnification 
or advance of expenses except to the extent such indemnification is mandatory 
under the California General Corporation Law.

     Section 2. Non-exclusivity of Rights. The rights to indemnification and to 
the advancement of expenses conferred in this Article VI shall be exclusive of 
any other right which any person may have or hereafter acquire under any 
statute, the corporation's articles of incorporation or any bylaw, agreement, 
vote of shareholders or disinterested directors or otherwise.

     Section 3. Terms and Heirs. The rights to indemnification and advancement 
of expenses conferred in this Article VI shall continue as to any person who 
has ceased to be a director or officer with respect to any acts or omissions 
that occurred during the time such person was a director or officer and shall 
inure to the benefit of the heirs, executors and administrators of each such 
person.

     Section 4. Severability. If any provision of this Article VI shall be 
found, in any proceeding or appeal therefrom or in any other circumstances or 
as to any person entitled to indemnification hereunder to be unenforceable, 
ineffective or invalid for any reason, the enforceability, effect and validity 
of the remaining part or parts in other circumstances shall not be affected, 
except as otherwise required by applicable law.

     Section 5. Amendments. The provisions of this Article VI shall be deemed 
to constitute an agreement between the corporation and each of the persons 
entitled to indemnification hereunder, for as long as such provisions remain in 
effect. Any amendment to the provisions of this Article VI which limits or 
otherwise adversely affects the scope of indemnification or rights of any such 
persons hereunder shall, as to such persons, apply only to claims or causes of 
action based on actions or events occurring after such amendment and delivery 
of notice of such amendment is given to the person or persons so affected. Until
notice of such amendment is given to the person or persons whose rights 
hereunder are affected, such amendment shall have no effect on such rights of 
such persons hereunder. Any person entitled to indemnification under the 
provisions of this Article VI shall as to any act or omission occurring prior 
to the date of receipt of such notice, be entitled to indemnification to the 
same extent as had such provisions continued as Bylaws of the corporation 
without such amendment.