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                                                                     EXHIBIT 3.3

                   AMENDMENT TO AMENDED AND RESTATED AGREEMENT
                     AND CERTIFICATE OF LIMITED PARTNERSHIP
                                       of
                   CONSOLIDATED RESOURCES HEALTH CARE FUND II


         THIS AMENDMENT (this "Amendment") to the Amended and Restated Agreement
of Limited Partnership (as amended to date, the "Partnership Agreement") of
Consolidated Resources Health Care Fund II, a Georgia limited partnership (the
"Partnership"), is made, signed and sworn to as of this 16th day of July 1998
among WelCare Service Corporation - II ("WSC"), as managing general partner of
the Partnership, for itself and on behalf of the limited partners of the
Partnership (the "Limited Partners"), WelCare Consolidated Resources Corporation
of America, a Nevada corporation and the corporate general partner of the
Partnership ("WCRCA"), and Consolidated Associates II, a Georgia general
partnership and the general partner of the Partnership ("CA") for the purpose of
amending the Partnership Agreement recorded in the office of the Clerk of
Superior Court of Dekalb County, in accordance with the provisions of the
Georgia Uniform Limited Partnership Act.

                                   WITNESSETH:

         WHEREAS, WCRCA has assigned its general partner interest in the
Partnership to WSC and WSC has accepted such assignment and agreed to assume
WCRCA's obligations with respect to the Partnership;

         WHEREAS, Section 11.06 of the Partnership Agreement provides that a
general partner may transfer its interest without the consent of the Limited
Partners to a person or persons, entity or entities, controlling or controlled
by or under common control with such general partner who will agree to assume
all obligations of such general partner with respect to the Partnership;

         WHEREAS, each of WSC and WCRCA is a wholly-owned subsidiary of
Consolidated Partners Corporation, a Georgia corporation ("Parent");

         WHEREAS, WCRCA desires to withdraw as a general partner of the
Partnership; and

         WHEREAS, the parties hereto desire to amend the Partnership Agreement
to reflect the withdrawal of WCRCA from the Partnership and certain related
matters.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.       The Partnership Agreement is hereby amended to reflect the
withdrawal of WCRCA as a general partner of the Partnership.




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         2.       Section 1.03 or the Partnership Agreement is hereby amended to
read in its entirety: "The principal office of the Partnership shall be located
at 3570 Keith Street, N.W., Cleveland, Tennessee 37312. The General Partners may
from time to time change the Partnership's principal place of business to any
other location by giving written notice of such change to the Limited Partners."

         3.       Section 1.076 of the Partnership Agreement is hereby amended
to read in its entirety: "'General Partner' or 'General Partners' shall mean
WelCare Service Corporation - II or Consolidated Associates II, or any Person or
Persons admitted to the Partnership as a General Partner pursuant to the
provisions of this Agreement."

         4.       Section 1.0712 shall be amended and restated as follows:
"'Partner' shall mean any General Partner or Limited Partner."

         5.       Each reference in the Partnership Agreement to "the General
Partners" or "each General Partner" shall hereafter be deemed to refer to WSC
and/or CA.

         6.       Except as amended pursuant to the terms of this Amendment, the
Partnership Agreement shall remain in full force and effect in accordance with
its terms.

         7.       If the business of the Partnership is conducted in
jurisdictions in addition to the State of Georgia, then the parties agree that
this Amendment shall exist under the laws of each such jurisdiction in which
such business is actually conducted to the extent that it is necessary in order
to do business in each such jurisdiction; otherwise the internal laws of the
State of Georgia shall govern this Amendment.

         8.       All of the terms, provisions and agreements herein contained
shall be binding upon and inure to the benefit of the successors and assigns of
the respective parties hereto; provided, however, that any such assignment is
subject to the restrictions with respect thereto set forth in the Partnership
Agreement.

         9.       This Amendment may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.





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         IN WITNESS WHEREOF, the parties have sworn to and executed this
Amendment as of the date first written above.

                                     WELCARE SERVICE CORPORATION - II


                                     By:
----------------------------            ---------------------------------
Witness


----------------------------
Notary Public

                                     WELCARE CONSOLIDATED RESOURCES
                                     CORPORATION OF AMERICA


                                     By:
----------------------------            ---------------------------------
Witness


----------------------------  
Notary Public

                                     CONSOLIDATED ASSOCIATES II
                                     By:      WelCare Consolidated Resources
                                              Corporation of America, Managing
                                              Partner

                                     By:
----------------------------            ---------------------------------
Witness


----------------------------  
Notary Public

                                     All Limited Partners admitted as Limited
                                     Partners to the Partnership pursuant to 
                                     Powers of Attorney executed in favor
                                     of, and delivered to, each of the General 
                                     Partners.

                                     By:      WelCare Service Corporation - II,
                                              Managing General Partner

                                     By:
----------------------------            ---------------------------------
Witness


---------------------------- 
Notary Public