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                                                             Exhibit No. 3(i)(a)

                            CERTIFICATE OF AMENDMENT
                                       TO
                    RESTATED CERTIFICATE OF INCORPORATION OF
                             FANZ ENTERPRISES, INC.


         FanZ Enterprises, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation adopted a
resolution proposing and declaring advisable the following amendment to the
Restated Certificate of Incorporation of said Corporation:

         RESOLVED, that paragraph (b) of Section 5 of ARTICLE FOURTH of the
         Corporation's Restated Certificate of Incorporation be, and it hereby
         is, amended to read as follows:

                           (b) Shares of Cumulative Stock which have been issued
                  and reacquired in any manner, including shares purchased or
                  redeemed or exchanged, shall (upon compliance with any
                  applicable provisions of the laws of the State of Delaware)
                  have the status of authorized and unissued shares of
                  Cumulative Stock and may not be redesignated or reissued as
                  part of any series of the Preferred Stock including the
                  Cumulative Stock.

         SECOND: That in lieu of a meeting and vote of the holders of the
Corporation's capital stock entitled to vote on such amendment, the Stockholders
of the Corporation have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
applicable provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.

         IN WITNESS WHEREOF, said FanZ Enterprises, Inc. has caused this
Certificate to be signed by Frederick L. McDonald, II, its President, this 14
day of June, 2001.


                                    FanZ Enterprises, Inc.


                                    By: /s/ Frederick L. McDonald, II
                                        ------------------------------
                                        Frederick L. McDonald, II, President