BY LAW AMENDMENTS
                                   RESOLUTION

     RESOLVED,  that Section 4.4 and 4.5 of the By-Laws of the  Corporation  are
deleted, and replaced in their entirety by the following:

     "SECTION 4.4 CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of
     the Board of  Directors,  if there be one,  shall  preside at all
     meetings  of the  stockholders  and of the  Board  of  Directors.
     During the absence or disability of the  President,  the Chairman
     of the Board of  Directors  shall  exercise  all the  powers  and
     discharge  all the duties of the  President.  The Chairman of the
     Board of  Directors  shall also perform such other duties and may
     exercise  such other  powers as from time to time may be assigned
     to the Chairman by these By-Laws or by the Board of Directors.

     "SECTION 4.5  PRESIDENT.  The  President,  if there shall be one,
     shall,  subject to the control of the Board of Directors  and, if
     there  be one,  the  Chairman  of the  Board of  Directors,  have
     general  supervision of the business of the Corporation and shall
     see that all orders and resolutions of the Board of Directors are
     carried into effect. In the absence or disability of the Chairman
     of the Board of  Directors,  or if there be none,  the  President
     shall preside at all meetings of the  stockholders  and the Board
     of Directors.  The President shall also perform such other duties
     and may  exercise  such other  powers as from time to time may be
     assigned  to the  President  by these  By-Laws,  by the  Board of
     Directors or by the Chairman.

     "SECTION  4.6 CHIEF  EXECUTIVE  OFFICER.  There  shall be a Chief
     Executive  Officer  appointed  by the  Board  of  Directors.  The
     Chairman of the Board of Directors or the President  shall be the
     Chief Executive  Officer.  Subject to the control of the Board of
     Directors,  the Chief  Executive  Officer  shall be the principal
     executive of the  Corporation,  responsible  for  supervision and
     direction of the business of the Corporation. All officers of the
     Corporation shall be under the supervision of the Chief Executive
     Officer,  and shall  perform all such duties as shall be assigned
     by the Chief Executive Officer."

     Existing  Section  4.6 and the  remaining  sections  of Article 4
     shall be renumbered beginning at Section 4.7.

     FURTHER RESOLVED, that the officers of this Corporation,  and each of them,
are authorized to negotiate,  complete and execute any amendments,  revisions or
modifications  to documents or  instruments  regarding the subject matter of the
foregoing  resolutions  which they  believe to be  consistent  with the  overall
intent of the actions taken, and in the best interests of the Corporation.

     FURTHER RESOLVED,  that the officers of this Corporation,  and each of them
are  authorized  to sign such  documents and other  instruments,  and take other
actions as they may deem necessary,  advisable,  convenient or proper, on behalf
of the Corporation, to carry out the intent of the foregoing resolutions; and

     FURTHER  RESOLVED,  that the  Board of  Directors  adopts  any  resolutions
required  by any  party  with  whom the  Corporation  may  conduct  business  in
connection with the foregoing  resolutions,  and  incorporates  such resolutions
herein.  Such resolutions  shall be considered as passed at a duly held meeting,
and the Secretary  or/and  Assistant  Secretary is authorized to so certify,  so
long as such  resolutions  are, in the opinion of the certifying  person,  fully
consistent with the scope and limitations of the foregoing resolutions.