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                                              Exhibit 10d-3

                                                                      1/11/90

                                SECOND AMENDMENT
                                       TO
                  AMERICAN INFORMATION TECHNOLOGIES CORPORATION
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


         RESOLVED, that the American Information Technologies Corporation
Deferred Compensation Plan for Non-Employee Directors is hereby amended
effective ____________________, 1990 by substituting the following for
paragraphs (a), (b) and (c) of Section 7:

         "(a)     any `person' (as such term is used in Section 13(d) and 14(d)
                  (2) of the Securities Exchange Act of 1934), other than a
                  trustee or other fiduciary holding securities under an
                  employee benefit plan of the Company, is or becomes a
                  beneficial owner (as defined in Rule 13d-3 under the
                  Securities Exchange Act of 1934), directly or indirectly, of
                  stock of the Company representing 20% or more of the total
                  voting power of the Company's then outstanding stock;
                  provided, however, that this paragraph (a) shall not apply to
                  any tender offer made pursuant to an agreement with the
                  Company approved by the Company's Board of Directors and
                  entered into before the offeror has become a beneficial owner
                  of stock of the Company representing 5% or more of the
                  combined voting power of the Company's then outstanding stock;

          (b)     a tender offer is made for the stock of the Company, and the
                  person making the offer owns or has accepted for payment stock
                  of the Company representing 20% or more of the total voting
                  power of the Company's then outstanding stock; provided,
                  however, that this paragraph (b) shall not apply to any tender
                  offer made pursuant to an agreement with the Company approved
                  by the Company's Board of Directors and entered into before
                  the offeror has become a beneficial owner of stock of the
                  Company representing 5% or more of the combined voting power
                  of the Company's then outstanding stock;

          (c)     during any period of 24 consecutive months there shall cease
                  to be a majority of the Board of Directors comprised as
                  follows: individuals who at the beginning of such period
                  constitute the Board of Directors and any new director(s)
                  whose election by the Board of Directors or nomination for
                  election by the Company's stockholders was approved by a vote
                  of at least two-thirds (2/3) of the directors then still in
                  office who either were directors at the beginning of the
                  period or whose election or nomination for election was
                  previously so approved; or

          (d)     the stockholders of the Company approve a merger or
                  consolidation of the Company with any other company other
                  than:
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               (i)         a merger or consolidation which would result in the
                           Company's voting stock outstanding immediately prior
                           thereto continuing to represent (either by remaining
                           outstanding or by being converted into voting stock
                           of the surviving entity) more than 70% of the
                           combined voting power of the Company's or such
                           surviving entity's outstanding voting stock
                           immediately after such merger or consolidation; or

               (ii)        a merger or consolidation which would result in the
                           directors of the Company who were directors
                           immediately prior thereto continuing to constitute at
                           least 50% of the directors of the surviving entity
                           immediately after such merger or consolidation.

For purposes of paragraph (d) above, the phrase `surviving entity' shall mean
only an entity in which all of the Company's stockholders who are stockholders
immediately before the merger or consolidation (other than stockholders
exercising dissenter rights) become stockholders by the terms of the merger or
consolidation, and the phrase `directors of the Company who were directors
immediately prior thereto' shall not include (A) any director of the Company who
was designated by a person who has entered into an agreement with the Company to
effect a transaction described in paragraph (a) or paragraph (d) above, or (B)
any director who was not a director at the beginning of the 24-consecutive-month
period preceding the date of such merger or consolidation, unless his election
by the Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors who were directors before the beginning of such period."