Exhibit 3.02.1

                                 BYLAW AMENDMENT

                                    Article I

                             MEETING OF STOCKHOLDERS

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Sec.2 SPECIAL MEETINGS. Special Meetings of Stockholders other than those
regulated by statute, may be called at any time by a majority of the Directors.
Notice of such meeting stating the purpose for which it is called at any time by
a majority of the Directors. Notice of such meeting stating the purpose for
which it is called shall be served personally or by mail, not less than 10 days
before the date set for such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears on the stock book; but at any meeting
at which all stockholders shall be present, or of which stockholders not present
have waived notice in writing, the giving of notice as above described may be
dispensed with. The Board of Directors shall also, in like manner, call a
special meeting of stockholders whenever so requested in writing by stockholders
representing not less than ten (10%) percent of the outstanding shares of the
company. The President may in his discretion call a special meeting of
stockholders upon ten days notice. No business other than that specified in the
call for the meeting, shall be transacted at any meeting of the stockholders,
except upon the unanimous consent of all the stockholders entitled to notice
thereof.

             ADOPTED SEPTEMBER 20, 1996





                                   Article II

                                    DIRECTORS

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Sec.6. NOTICE OF MEETINGS. Notice of meetings, other than the regular annual
meeting shall be given by service upon each Director in person, or by mailing or
faxing to him at his last known post-office address, at least 2 days before the
date therein designated for such meeting, including the day of mailing, of a
written or printed notice thereof specifying the time and place of such meeting,
and the business to be brought before the meeting and no business other than
that specified in such notice shall be transacted at any special meeting. At any
meeting at which every member of the Board of Directors shall be present,
although held without notice, any business may be transacted which might have
been transacted if the meeting had been duly called.


                 ADOPTED SEPTEMBER 20, 1996