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Exhibit 3.3



                                             AMENDMENT NO.1 TO BY-LAWS

                                                        OF

                                         EXTENDED FAMILY CARE CORPORATION

               (Formerly M.A.E. ENTERPRISES, INC. and COSMETIC SCIENCES, INC.)

                                            Dated as of October 1, 1996

                                                   ARTICLE XII

                                                  INDEMNIFICATION



Section 1.  Indemnification of Directors and Officers.

         Any  person  made or  threatened  to be made,  a party to an  action or
proceeding  (other than one by or in the right of the  Corporation  to procure a
judgment in its favor), whether civil or criminal,  including an action by or in
the right of any other corporation of any type or kind,  domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other enterprise
which any person  served in any capacity at the request of the  Corporation,  by
reason of the fact that he, his  testator or  intestate  is or was a Director or
officer of the Corporation, or served such other corporation, partnership, joint
venture,  trust,  employee  benefit plan or other  enterprise,  in any capacity,
shall be indemnified by the  Corporation  against the judgment,  fines,  amounts
paid in settlement and reasonable expenses (including  attorney's fees) actually
and necessarily incurred by him as a result of such action or proceeding, or any
appeal therein, to the full extent permissible under Section 722, 723 and 725 of
the  Business  Corporation  Law,  or any  successor  statute  of  the  foregoing
sections.

         Any person made or threatened to be made, a party to an action by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he, his  testator or  intestate is or was a Director or officer of the
Corporation, or is serving or was serving at the request of the Corporation as a
director or officer of any other  corporation of any type,  domestic or foreign,
or any  partnership,  joint  venture,  trust,  employee  benefit  plan or  other
enterprise,  shall be indemnified  by the  Corporation  against  amounts paid in
settlement  and reasonable  expenses  (including  attorney's  fees) actually and
necessarily incurred by him in connection with the defense or settlement of such
action or in connection with any appeal therein,  to the full extent permissible
under  Sections  722,  723  and  725 of the  Business  Corporation  Law,  or any
successor statute of the foregoing sections.



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Section 2.  Contract of Indemnification.

         The  provisions  of Section 1. of this Article XII of the By-Laws shall
be deemed a contract  between the  Corporation and each Director and officer who
serves in such  capacity at any time while  Section 1.  hereof and the  relevant
provisions of the Business Corporation Law and other applicable law, if any, are
in effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing  or any  action or  proceeding  theretofore  or  thereafter  brought or
threatened based in whole or in part upon any such state of facts.

Section 3.  Nonexclusivity of statutory provisions for
                    indemnification of Directors and Officers.

         The indemnification and advancement of expenses granted pursuant to, or
provided  by,  this  Article  and  the  relevant   provisions  of  the  Business
Corporation Law and other  applicable law, if any, shall not be deemed exclusive
of any other rights to which a Director or officer  seeking  indemnification  or
advancement  of expenses  may be entitled by a  resolution  of  shareholders,  a
resolution of  directors,  or an agreement  providing for such  indemnification,
provided that no indemnification  may be made to or on behalf of any director or
officer if a judgment or other  final  adjudication  adverse to the  Director or
officer establishes that his acts were committed in bad faith or were the result
of active and deliberate  dishonesty and were material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage to which he was not legally entitled.

Section 4.  Indemnification of other Persons.

         The  Board,  in its  discretion,  shall  have  power on  behalf  of the
Corporation  to indemnify any person,  other than a Director or officer,  made a
party to any action or proceeding by reason of the fact that he, his testator or
intestate, is or was an employee of the Corporation.