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                                                                    EXHIBIT 10.2

                              AMENDMENT TO BYLAWS
                            (Adopted June 25, 2000)

        RESOLVED, that the Bylaws of the Corporation be amended by adding a new
Section 2.12 thereto which reads as follows:

        Section 2.12. NOMINATIONS AND STOCKHOLDER BUSINESS.

          (a) Nominations of persons for election to the Board of Directors of
     the Corporation and the proposal of business to be considered by the
     stockholders may be made at an Annual Meeting of the Stockholders (a)
     pursuant to the Corporation's notice of meeting, (b) by or at the direction
     of the Board of Directors, or (c) by any stockholder of the Corporation who
     is a stockholder of record at the time of giving of notice provided for in
     this Section 2.12, who is entitled to vote at the meeting and who complied
     with the notice procedures set forth in this Section 2.12.

          (b) For nominations or other business to be properly brought before an
     annual meeting by any stockholder pursuant to this Section 2.12, the
     stockholder must have given timely notice thereof in writing to the
     Secretary of the Corporation, and such business must be a proper subject
     for stockholder action under the Delaware General Corporation Law.  To be
     timely, a stockholder's notice shall be delivered to the Secretary at the
     principal executive offices of the Corporation not less than 45 days prior
     to the anniversary of the date on which the Corporation first mailed its
     proxy materials for the prior year's annual meeting of stockholders;
     provided, however, that in the event that the date of the annual meeting is
     advanced by more than 30 days or delayed (other than as a result of
     adjournment) by more than 30 days from the anniversary of the previous
     year's annual meeting, notice by the stockholder to be timely must be
     delivered not later than the close of business on the later of the 75th day
     prior to such annual meeting or the 10th day following the day on which
     public announcement of the date of such meeting is first made.  Such
     stockholder's notice shall set forth (a) as to each person whom the
     stockholder proposes to nominate for election or reelection as a director
     all information relating to such person that is required to be disclosed in
     solicitation of proxies for election of directors, or is otherwise
     required, in each case pursuant to Regulation 14A under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") (including such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected);  (b) as to any other business
     that the stockholder proposes to bring before the meeting, the reasons for
     conducting such business at the meeting and any material interest in such
     business of such stockholder and the beneficial owner, if any, on whose
     behalf the proposal is made; and (c) as to the stockholder giving the
     notice and the beneficial owners if any on whose behalf the nomination or
     proposal is made (i) the name and address of such stockholder, as they
     appear on the Corporation's books, and of such beneficial owner, and (ii)
     the class and number of shares of the Corporation which are owned
     beneficially and of record by such stockholder and such beneficial owner.
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          (c) Only those persons who are nominated in accordance with the
     procedures set forth in this section shall be eligible for election as
     directors at any meeting of stockholders.  Only such business shall be
     conducted at a meeting of stockholders as shall have been brought before
     the meeting in accordance with the procedures set forth in this section.
     The Chairman of the meeting shall have the power and duty to determine
     whether a nomination or any business proposed to be brought before the
     meeting was made in accordance with the procedures set forth in this
     section and, if any proposed nomination or business is not in compliance
     with this section, to declare that such defective proposal shall be
     disregarded.

          (d) For purposes of this section, "public announcement" shall mean
     disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable national news service or in a document
     publicly filed by the Corporation with the Securities and Exchange
     Commission pursuant to Section 9, 13, 14 or 15(d) of the Exchange Act.

          (e) Notwithstanding the foregoing provisions of this Section 2.12, a
     stockholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Section 2.12.  Nothing in this Section 2.12 shall
     be deemed to affect any rights of stockholders to request inclusion of
     proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
     the Exchange Act.