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                                  EXHIBIT 10.1

                              AMENDMENTS TO BYLAWS



         RESOLVED, that Section 1.4 of the Company's Bylaws is hereby amended to
read in its entirety as follows:

         SECTION 1.4 - NOMINATIONS FOR DIRECTORS: Nominations for election to
         the Board of Directors shall be made by the Nominating Committee. If
         there is no Nominating Committee, the Board of Directors shall make the
         nominations for election to the Board of Directors. The Nominating
         Committee (or Board of Directors, as applicable) shall deliver written
         nominations to the Secretary of the Corporation at least 45 days prior
         to the date of the Annual Meeting of Shareholders. Provided that the
         Nominating Committee (or the Board of Directors, as applicable) makes
         such nominations, no nominations for directors except those made by the
         Nominating Committee (or the Board of Directors, as applicable) shall
         be voted upon at the meeting of the shareholders unless other
         nominations by shareholders are made in accordance with the procedures
         set forth herein. Any shareholder of the Corporation entitled to vote
         for the election of Directors at a meeting may nominate persons for
         election as Directors only if written notice of such shareholder's
         intent to make such nomination is given, either by personal delivery or
         by United Stated mail, postage prepaid, to the Secretary of the
         Corporation at its principal executive offices not more than 90 days
         nor less than 60 days prior to such meeting; provided, however, that in
         the event that less than 70 days' notice or prior public disclosure of
         the date of the meeting is given or made to the shareholders, notice by
         the shareholder must be received no later than the close of business on
         the tenth day following the date on which notice of such meeting was
         mailed or such public disclosure was made. Each such notice shall set
         forth:

                  (a) the name and address of the shareholder who intends to
                  make the nomination;

                  (b) the name, address and principal occupation of the person
                  or persons to be nominated;

                  (c) a representation that the shareholder is a holder of
                  record of stock of the Corporation entitled to vote at such
                  meeting and intends to appear in person or by proxy at the
                  meeting to nominate the person or persons specified in the
                  notice;

                  (d) the number of shares of stock of the Corporation owned
                  beneficially or of record by such shareholder and the nominee
                  or nominees;



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                  (e) a description of all arrangements and/or understandings
                  between the shareholder and each nominee and any other person
                  or persons (naming such person or persons) pursuant to which
                  the nomination or nominations are to be made by the
                  shareholder;

                  (f) such other information regarding each nominee proposed by
                  such shareholder as would have been required to be included in
                  a proxy statement filed pursuant to Section 14 of the
                  Securities Exchange Act of 1934 and all applicable rules and
                  regulations of the Securities and Exchange Commission had each
                  nominee been nominated, or intended to be nominated, by the
                  Board of Directors; and

                  (g) the consent of each nominee to serve as a Director of the
                  Corporation if so elected.




         RESOLVED, that Section 7.8 of the Company's Bylaws is hereby amended to
read in its entirety as follows:

         SECTION 7.8 - VOTING OF SHARES IN SUBSIDIARIES OR OTHER ENTITIES: Any
         shares that the Corporation owns in any subsidiary or other entity
         shall be voted only as directed by the Board of Directors of the
         Corporation.