Exhibit 3.1

                                 BYLAW AMENDMENT

Subparagraph (c) under Section 5.02 of the Bylaws is replaced in its entirely
with the following. Terms not defined herein will have the meanings ascribed to
them in the Purchase Agreement:

(c)      Nomination of Directors by Holder of Preferred Stock.

         (1)   Commencing on October 18, 2002 and continuing for such time as
holders of the Corporation's Series A 6% Adjustable Convertible Voting Preferred
Stock (the "Preferred Holders") continue to hold 333 shares of the Corporation's
Series A 6% Adjustable Cumulative Convertible Voting Preferred Stock (the
"Series A Preferred Stock"), the Preferred Holders shall have the right to:

               (i)  nominate one (1) director of the Corporation, which person
may be an employee of or affiliated with one or more of OrbiMed Associates LLC,
PW Juniper Crossover Fund, L.L.C. or Caduceus Private Investments, LP; and

               (ii) approve the nomination of up to two (2) additional directors
of the Corporation, which persons must be independent from each of the Preferred
Holders, constitute "independent directors" within the meaning of the rules of
the National Association of Securities Dealers, Inc. and have knowledge of the
financial or healthcare industries (the "Independent Directors"), provided that
the Preferred Holders collectively own at least 1,667 shares of Series A
Preferred Stock; provided further, however that the Preferred Holders shall be
entitled to approve the nomination of only one Independent Director if they
collectively own less than 1,667 but more than 1,000 shares of Series A
Preferred Stock. The nomination of each Independent Director by the Corporation
shall be subject to the approval of the Preferred Holders, which approval shall
not be unreasonably withheld.

         (2)   Nominations for the election of directors under this Section
5.02(c) shall be valid only if the Preferred Holders making such determination
(a) are holders of record of Series A Preferred Stock on the date of the giving
of the notice provided for in this Section 5.02(c)(2) and on the record date for
the determination of shareholders entitled to vote at such meeting and (b)
comply with the notice procedures set forth in this Section 5.02(c)(2).

         In addition to any other applicable requirements, for a nomination to
be made by the Preferred Holders pursuant to this Section 5.02(c), the Preferred
Holders must have given timely notice thereof in proper written form to the
Secretary of the Corporation. To be timely, such notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than ninety (90) days
prior to the anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the Preferred Holders in order to be timely must be
so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public



disclosure of the date of the annual meeting was made, whichever first occurs;
and (b) in the case of a special meeting of shareholders called for the purpose
of electing directors, not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever first occurs. Public disclosure shall include, but not be limited to,
information contained in a document publicly filed by the Corporation with the
Securities and Exchange Commission under Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         To be in proper written form, the Preferred Holders' notice to the
Secretary must set forth:

(A) as to each person whom the Preferred Holders proposes to nominate for
election as a director: (i) the name, age, business address and residence of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person, and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act, and the rules and regulations promulgated thereunder; and

(B) (i) the name and record address of each of the Preferred Holders making such
nomination, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such Preferred
Holders, (iii) a description of all arrangements or understandings between such
Preferred Holders and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such Preferred Holders, and (iv) any other information relating to such
Preferred Holders that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder.

         If the Chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the Chairman shall declare to
the meeting that the nomination was defective and such defective nomination
shall be disregarded.

This subparagraph (c) shall be void and of no further effect immediately,
without any further action by the Board of Directors, upon the date on which the
Preferred Holders collectively cease to own at least 333 shares of Series A
Preferred Stock.