AMENDMENT 
                                         TO
                            AMENDED AND RESTATED BYLAWS
                                         OF
                           AMERICAN CARD TECHNOLOGY, INC.


As adopted by resolution of the Board of Directors of the Corporation, July 9,
1998.

     RESOLVED: that the Company hereby amends its Bylaws to conform to the
foregoing amendment to the Certificate of Incorporation by adding the following
sentence to Section 1 of Article III of the Bylaws:

     "At all times, there shall be at least two (2) Independent Directors (as
     such term is defined in the Statement of Policy Regarding Corporate
     Securities Definitions of the North American Securities Administrators
     Association, Inc. as in effect on July 9, 1998 (the "Statement of Policy"))
     serving on the Corporation's board of directors.  All future material
     transactions and loans with Promoters (as such term is defined in the
     Statement of Policy), and any forgiveness of such loans to Promoters, must
     be approved by a majority of the Independent Directors who (i) do not have
     an interest in the transaction and (ii) who have access, at the
     Corporation's expense, to the Corporation's or to independent legal
     counsel, PROVIDED, HOWEVER, that all such future loans and transactions
     shall be made on terms that are no less favorable to the Corporation than
     those that can be obtained from unaffiliated third parties."


     IN WITNESS WHEREOF, the undersigned has set his hand and seal as of the 9th
day of July, 1998.



                                        AMERICAN CARD TECHNOLOGY, INC.



                                        By        /s/ Raymond Findley, Jr. 
                                            -----------------------------------
                                             Raymond Findley, Jr.
                                             Its President