PAGE 1
                               State of Delaware
                        Office of the Secretary of State

                        --------------------------------


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "TTR INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF AUGUST,
A.D. 1994, AT 12 O'CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.











                                     [SEAL]



                                       EDWARD J. FREEL
                                       -----------------------------------------
                                       Edward J. Freel, Secretary of State


2418657  8100                          AUTHENTICATION:      7216051

944154884                                        DATE:      08-18-94






                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                    TTR INC.
                           (Pursuant to Section 242)



The undersigned, being the president of TTR Inc., does hereby certify the
following:

1.   The name of the Corporation is TTR Inc.

2.   The Certificate of Incorporation was filed by the Secretary of State 
of Delaware on July 14, 1994.

3.   Paragraph 4 of the Certificate of Incorporation is hereby amended to 
read as follows:

     "The aggregate number of shares of stock which the corporation shall have
     the authority to issue is 20,000,000 shares of Common Stock, each with a
     par value of $.001."

IN WITNESS WHEREOF, this certificate of Amendment has been signed this 
17th day of August 1994.

                                       MARK D. TOKAYER
                                       -----------------------------------------
                                       Mark D. Tokayer, President