EXHIBIT 3.6

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GSL CORPORATION

                                    * * * * *

                    Adopted in accordance with the provisions
                    of ss.242 of the General Corporation Law
                            of the State of Delaware

                                    * * * * *



                  Rose Marie Williams, being the Secretary of GSL Corporation, a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

                  FIRST: That the Certificate of Incorporation of the
Corporation be, and hereby is, amended by deleting Paragraph 1B of Part One of
Section A of Article Fourth in its entirety and substituting in lieu thereof a
new Paragraph 1B of Part One of Section A of Article Fourth to read as follows:

                       "FOURTH:
                       A.  COMMON STOCK
                       Part 1.  Voting Rights.
                                ------
                       lB. Election of Directors. The number of directors
                           ---------------------
                       which shall constitute the Board of Directors shall
                       be not less than one nor more than three which exact
                       number shall be established in the By-Laws of the
                       Corporation."

                  SECOND: That the Board of Directors of the Corporation
approved the foregoing amendment by unanimous written consent pursuant to the
provisions of Section 141(f) and 242 of the General Corporation Law of the State
of Delaware and directed that such





amendment be submitted to the stockholders of the Corporation entitled to vote
thereon for their consideration, approval and adoption thereof.

                  THIRD: That the stockholders entitled to vote thereon approved
the foregoing amendment by written consent in accordance with Section 228 and
242 of the General Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, the undersigned does hereby certify under
penalties of perjury that this Certificate of Amendment to the Certificate of
incorporation of the Corporation is the act and deed of the undersigned and the
facts stated herein are true and accordingly has hereunto set her hand this 12th
day of January, 2001.

                                      /S/ Rose Marie Williams
                                      -----------------------
                                      GSL Corporation, a Delaware corporation

                                      By:      Rose Marie Williams
                                      Its:     Secretary

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