Microfilm Number________           Filed with the Department of
                                   State on
Entity Number 64409               
                                   Secretary of the Commonwealth

     ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
                   DBCB: 15-1915 (REV 89)

     In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to articles of amendment), the undersigned business
corporation, desiring to amend its Articles, hereby states that:

1. The named of the corporation is: Chester County Security Fund,
Inc.

2. The (a) address of this corporation's current registered office
in this Commonwealth or (b) commercial registered office provider
and the county of venue is (the Department is hereby authorized to
correct the following address to conform to the records of the
Department):

(a) 310 Building 2, 100 Matsonford Rd., Radnor, PA  19087 Delaware 
                                                          County
    Number and Street                   City   State Zip   County

(b)
    Name of Commercial Registered Office Provider

For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.

3.  The statute by or under which is was incorporated is:
Pennsylvania Business Corporation Law of May 5, 1993, P.L. 364, as
amended.

4.  The original date of its incorporation is: April 15, 1968

5.  (Check, and if appropriate complete, one of the following):

     X   The amendment shall be effective upon filing of these
         Articles of Amendment in the Department of State

     __ The amendment shall be effective on:______________

6.  (Check one of the following):

    X    The amendment was adopted by the shareholders pursuant
         to 15 Pa.C.S. Section 1914 (a) and (b).
    
    __   The amendment was adopted by the board of directors
         pursuant to 15 Pa.C.S. Section 1914(c).

7.  (Check, and if appropriate complete, one of the following):

    __   The amendment adopted by the corporation, set forth in
         full is as follows:

RESOLVED, that the Articles of Incorporation be amended, in part,
to read as follows:

The aggregate number of shares which the Corporation shall have
authority to issue is 20,000,000 shares of no par value Common
Stock.

                      JAN 29 96
                 PA Dept. Of State

<PAGE>

The Corporation shall also be authorized to issue and have
outstanding at any one time five million (5,000,000) shares of
Preferred Stock, no par value.

The Preferred Stock may be issued from time to time with such
designations, face values, dividends, voting preferences, coversion
rights, cumulative, relative, participating, optional or other
rights, qualifications, limitations or restrictions thereof as
shall be stated and expressed in the resolutions or resolutions
providing for the issuance of such Preferred Stock as adopted by
the Board of Directors pursuant to the authority given in this
paragraph.

8.  (Check if the amendment restates the Articles):

    __   The restated Articles of Incorporation supersede the
         original Articles and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer thereof this 26 day of January, 1996.

                              NET LNNX, INC. f/k/a Chester County
                              Security Fund, Inc.
                              (Name of corporation)

                               BY:/s/
                                  (Signature)

                               President
                               TITLE