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                                                                    EXHIBIT 4.11


                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            ADVANCE ROSS CORPORATION

         ADVANCE ROSS CORPORATION (the "Corporation"), a corporation organized
and existing by virtue of the General Corporation Law of the State of Delaware
(the "Act") does hereby certify:

         1.      In accordance with the provisions of Section 242 of the Act,
                 an amendment to the Restated Certificate of Incorporation of
                 this Corporation has been duly adopted by the affirmative vote
                 of the holders of a majority of the Corporation's outstanding
                 common stock in accordance with Section 222 of the Act, said
                 amendment having been previously approved and deemed advisable
                 by the Board of Directors of the Corporation with the
                 direction that said amendment be considered at the next annual
                 meeting of the stockholders.

         2.      Said amendment amends the first paragraph of Article FOURTH of
                 the Restated Certificate of Incorporation of this Corporation
                 so that, as amended, said first paragraph of Article FOURTH in
                 its entirety, shall read as follows:

                          "FOURTH. The total number of shares of all classes of
                          stock which the Corporation shall have the authority
                          to issue is 13,200,000 shares, of which 200,000
                          shares shall be shares of 5% Cumulative Preferred
                          Stock of the par value of Twenty-Five Dollars
                          ($25.00) each ("5% Cumulative Preferred Stock"),
                          1,000,000 shares shall be Preferred Stock of the par
                          value of One Dollar ($1.00) each ("Preferred Stock
                          $1.00 Par"), and 12,000,000 shares shall be shares of
                          Common Stock of the par value of One Cent ($.01) each
                          ("Common Stock")."

         IN WITNESS WHEREOF, said ADVANCE ROSS CORPORATION has caused this
Certificate of Amendment of Restated Certificate of Incorporation to be signed
by PAUL G. YOVOVICH, its President, and attested by CONSTANCE SCHIRMER, its
Secretary, this  23rd  day of June, 1994.
                -----
                                        ADVANCE ROSS CORPORATION


                                        By: /s/ PAUL G. YOVOVICH
                                            -------------------------------
                                            PAUL G. YOVOVICH, President

ATTEST:


By: /s/ CONSTANCE SCHIRMER         
    -------------------------------
    CONSTANCE SCHIRMER, Secretary