EXHIBIT 3(i).5

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 EQUITY AU, INC.



Pursuant to the provisions of the Delaware  General  Corporation Law, Equity AU,
Inc.,  adopts  the  following   Certificate  Amendment  to  its  Certificate  of
Incorporation:

     FIRST: The name of the Corporation is Equity AU, Inc.

     SECOND: The following  amendment to the Certificate of Incorporation of the
Corporation was adopted by resolution  provided by the  shareholders on the 30th
day of  September,  1991,  in the  manner  prescribed  by the  Delaware  General
Corporation Law:

     Article 4 of the Certificate of  Incorporation,  as amended,  of EQUITY AU,
INC., is hereby repealed and amended by substitution of the following Article 4:


                                    ARTICLE 4

The aggregate number of common shares which the Corporation shall have authority
to issue is Ninety  Nine  Million  Nine  Hundred  Thousand  (99,900,000)  common
shares, of a par value of $.001 each.

The  aggregate  number of  preferred  shares  which the  Corporation  shall have
authority to issue is to issue is Two Million  (2,000000)  shares of  non-voting
preferred shares, of a par value of $1.00 each.


     THIRD:  The date of  adoption  of the  amendment  by the  shareholders  was
September  30,  1991.  The date of  adoption  of the  amendment  by the Board of
Directors was June 6, 1991.

     FOURTH:  The number of shares voted for the amendment by the holders of the
outstanding  shares  of common  stock was  sufficient  for the  approval  of the
amendment.

     FIFTH: The manner in which any exchange,  reclassification  or cancellation
of issued shares  provided for in the  amendments  shall be effected as follows:
None.

     SIXTH : The manner in which such amendments  effects a change in the amount
of stated capital and the amount of stated capital changed by such amendments is
as follows: The amount of stated capital is being increased from $99,900 (99,900
x $0.001) to $2,099,900 [(99,900,000 x $0.001)+(2,000,000 x $1.00)].





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IN WITNESS WHEREOF the  Corporation has caused this  Certificate of Amendment to
the  Certificate  of  Incorporation  to be executed  this 30th day of September,
1991.

                                     EQUITY AU, INC.
                                     a Delaware Corporation



                                     By:  /s/ William Allison
                                        ----------------------------
                                         William Allison
                                         Secretary

ATTEST:

 /s/ Kingman L. Hitz
-------------------------
Kingman L. Hitz


THE STATE OF TEXAS                  )
                                    )
COUNTY OF COLLIN                    )


     BEFORE ME, the undersigned  authority, a Notary Public in and for the State
of Kentucky,  on this day  personally  appeared  William  Allison,  Secretary of
EQUITY  AU,  INC.,  a  Delaware  corporation,  known to me to be the  person and
officer whose name is subscribed to the foregoing  instrument,  and acknowledged
to  me  that  he  executed  the  same  as a  duly  authorized  officer  of  such
corporation,  and as the act and deed of such corporation,  for the purposes and
consideration therein expressed,  and in the capacity therein expressed,  and in
the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 30th day of September, 1991.



                                        /s/ Bill Cook
                                        ----------------------------
                                        Notary Public, State of Texas

My Commission Expires:
                                       Bill Cook
                                        ----------------------------
 5/20/93                               (Printed/Typed Name of Notary)
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