EXHIBIT 3.3

                                 AMENDMENT NO. 1
                                     TO THE
                           RESTATED AND AMENDED BYLAWS
                                       OF
                                  BESTWAY, INC.

         Bestway, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "CORPORATION"), hereby certifies as follows:

         1.       ARTICLE IV of the Corporation's Restated and Amended Bylaws
(the "BYLAWS") is hereby amended to add a Section 4.3 and the full text of such
provision is as follows:

                  "Section 4.3. Quorum. One-third of the directors designated to
         serve on a committee shall constitute a quorum for the transaction of
         business at any meeting of such committee, and the act of a majority of
         the directors present at any committee meeting at which there is a
         quorum shall be the act of the committee, except as may be otherwise
         specifically provided by statute, by the Certificate of Incorporation
         or by these bylaws. If a quorum shall not be present at any meeting of
         the committee, a majority of the directors present thereat, though less
         than a quorum, may adjourn the meeting from time to time, without
         notice other than announcement at the meeting, until a quorum shall be
         present."

         2.       The Bylaws, as amended hereby, shall continue in full force
and effect, strictly in accordance with their terms and are in all respects
ratified and confirmed.

         3.       The foregoing amendment was adopted by the Board of Directors
of the Corporation on the 18th day of February, 2003.

                                          BESTWAY, INC.

                                          By: /s/ BETH A. DURRETT
                                              ----------------------------------
                                          Name:  Beth A. Durrett
                                          Title: Chief Financial Officer