Article III, Section 1 of the Company's Bylaws has been amended and replaced in
its entirety by the following:


         Section 1. Number and Term. The corporation shall be managed by a Board
         of Directors, all of whom must be natural persons at least 18 years of
         age. Directors need not be residents of the State of Delaware or
         stockholders of the corporation. The number of directors of the
         corporation shall be not less than one nor more than twelve. Subject to
         such limitations, the number of directors may be increased or decreased
         by resolution of the Board of Directors, but no decrease shall have the
         effect of shortening the term of any incumbent director. Each director
         shall hold office until the next annual meeting of shareholders or
         until his successor has been elected and qualified.