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                                                                       EXHIBIT 1



                               AMENDMENT TO THE
                       COMPANY'S CERTIFICATE OF INCORPORATION

         1. The Certificate of Incorporation is amended to effect a Reverse
Stock Split of shares of Common Stock of the Corporation, par value $.01 per
share ("Common Stock") on the basis of issuing one share of Common Stock for
each ten (10) issued shares of Common Stock, by amending ARTICLE FOURTH of the
Certificate of Incorporation to read as follows:

                           FOURTH. The aggregate number of shares which the
         corporation shall have authority to issue is thirty-one million
         (31,000,000) shares, of which thirty million (30,000,000) shares shall
         be designated Common Shares, par value $.01 par share, and 1,000,000
         shares shall be designated Preferred Shares, $1.00 par value. The
         relative rights, preferences and limitations of the shares of each
         class are as follows:

                           (A) The Preferred Shares authorized hereby may be
                           issued (i) in such series and with such voting
                           powers, full or limited, or no voting powers, and
                           such designations, preferences and relative,
                           participating, optional or other special rights, and
                           with such qualifications, limitations or restrictions
                           thereon, as the Board of Directors shall fix by
                           resolution, and (ii) in such number of shares in each
                           series as the Board of Directors shall fix; provided
                           that the aggregate number of all Preferred Shares
                           issued does not exceed the number of Preferred Shares
                           authorized hereby.

                                    (B) Holders of Common Shares shall be
                           entitled to such dividend, liquidation and voting
                           rights and such other rights and privileges as are
                           provided by the Business Corporation Law, subject to
                           the rights of holders of Preferred Shares issued
                           pursuant to the provisions of paragraph (A) above.

                                    (i) Upon the filing of this amendment with
                                    the office of the Secretary of State of the
                                    State of New York, each Common Share, par
                                    value $.01, of the Corporation, issued at
                                    such time, shall be changed into one-tenth
                                    (0.1) of one fully paid and non-assessable
                                    Common Share of the Corporation. In lieu of
                                    the issuance of any fractional shares that
                                    would otherwise result from the Reverse
                                    Stock Split effected by this paragraph, the


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                                    Corporation shall issue to any stockholder
                                    that would otherwise receive fractional
                                    shares one (1) additional Common Share.




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