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                                                                     Exhibit 3.1


                SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP

                     FIRST AMENDMENT TO AMENDED AND RESTATED
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                        AGREEMENT OF LIMITED PARTNERSHIP
                        --------------------------------

                  THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP (this "Partnership Agreement") is made and entered into as
of the day of March, 1998, by T&T RESORTS, L.C., a Florida limited liability
company (the "General Partner"), and those persons listed under the heading
"Limited Partners" on Exhibit A attached hereto (collectively, the "Limited
Partners" and individually, a "Limited Partner").

                            W I T N E S S E T H

                  WHEREAS, the General Partner and the Limited Partners are
parties to an Amended and Restated Agreement of Limited Partnership dated as of
February 26, 1996 (the "Agreement");

                  WHEREAS, the General Partner and the Limited Partners desire
to amend portions of the Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and intending to be legally bound hereby, the parties hereto do
hereby agree as follows:

        1. The following new Section 7.1(w) shall be added to the Agreement to
follow immediately after Section 7.1(v):

                  (w) to sell all or substantially all of the assets of the
Partnership in a single sale or in multiple sales.

        2. Section 7.2(a) of the Agreement shall be deleted in its entirety and
the words "Intentionally Omitted" shall be inserted in lieu thereof.

         3. Section 11.1 of the Agreement is hereby amended by adding the
following immediately after the word "assets" and immediately before the word
"or" in the seventh line of Section 11.1:

         "(unless the General Partner elects within ninety (90) days of such
         event to continue the Partnership)"

        4. Section 12.2(a)(ii) of the Agreement shall be deleted in its entirety
and the words "Intentionally Omitted" shall be inserted in lieu thereof.



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        5. This First Amendment shall be governed by and construed in accordance
with the laws of the State of Ohio.

        6. Except as expressly modified hereby, the Agreement shall remain in
full force and effect and unmodified hereby. From and after the date hereof,
references to the "Amended and Restated Agreement of Limited Partnership" or the
"Agreement" shall mean the Amended and Restated Agreement of Limited Partnership
as amended by this First Amendment.

                  IN WITNESS WHEREOF, the parties here hereunto set their hands
as of the day and year first above written.

                          General Partner:

                          T&T Resorts, L.C.

                          By:
                             -----------------------------------
                          Title:
                                ---------------------------------

                          Limited Partners:

                          By:  T&T Resorts, L.C., as attorney-in-fact of
                                 the Limited Partners pursuant to written
                                 power of attorney

                          By:
                             -----------------------------------
                          Title:
                                ---------------------------------