EXHIBIT NO. 3.1
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          UCI MEDICAL AFFILIATES, INC.


     UCI MEDICAL  AFFILIATES,  INC., a corporation  duly  organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
DOES HEREBY CERTIFY:

         1. The name of the corporation is UCI MEDICAL AFFILIATES, INC. The date
of filing its original Certificate of Incorporation with the Secretary of State
was August 25, 1982, and the original name of the corporation was UrgentCare,
Inc.

         2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the original Restated Certificate of Incorporation
of this corporation filed on February 1, 1984, in the following manner:

                  The Article numbered FOURTH of the original Restated
         Certificate of Incorporation is amended so as to read in its entirety
         as follows:

                  "FOURTH: After giving effect to Section Seven herein, the
         total number of shares of stock which the corporation shall have
         authority to issue is as follows: Ten Million (10,000,000) shares of
         Common Stock, having a par value of five cents ($.05) per share,
         amounting in the aggregate to Five Hundred Thousand Dollars ($500,000),
         and Ten Million (10,000,000) shares of Preferred Stock having a par
         value of one cent ($.01) per share, amounting in the aggregate to One
         Hundred Thousand Dollars ($100,000).

                  The following is a statement fixing certain of the
         designations and powers, voting powers, preferences, and relative,
         participating, optional or other rights of the Common Stock and
         Preferred Stock of the corporation, and the qualifications, limitations
         or restrictions thereof, and the authority with respect thereto
         expressly granted to the Board of Directors of the corporation to fix
         any such provisions not fixed by this Certificate:

                  I.       Common Stock

                           Authority is hereby expressly granted to and vested
                  in the Board of Directors of this corporation to provide for
                  the issue of Common Stock. The holders of record of shares of
                  Common Stock shall be entitled to unlimited voting rights
                  equating to one (1) vote per outstanding share of Common Stock
                  on all matters upon which shareholders are entitled to vote.
                  Shares of Common Stock shall have distribution, dividend, and
                  liquidation rights granted by law or declared by resolution or
                  resolutions of the Board of Directors from time to time,
                  except that in the absence of the establishment of liquidation
                  rights for one or more series of Preferred Stock (either
                  preferentially to, or on a parity with, the Common Stock) as
                  provided below, the holders of record of shares of Common
                  Stock shall be entitled to receive the net assets of this
                  corporation upon dissolution. The distribution, dividend, and
                  liquidation rights associated with the shares of Common Stock
                  will be subordinated only to the comparable distribution,
                  dividend, or liquidation rights associated with shares of
                  certain series of Preferred Stock, if any, but only to the
                  extent such preferences, if any, are established for one or
                  more series of Preferred Stock by the Board of Directors in
                  its discretion as provided below.

                  II.      Preferred Stock

                           The Board of Directors is hereby expressly vested
                  with the authority to adopt a resolution or resolutions
                  provided for the issue of authorized but unissued shares of
                  Preferred Stock, which shares may be issued from time to time
                  in one or more series and in such amounts as may be determined
                  by the Board of Directors in such resolution or resolutions.
                  The powers, voting powers, designations, preferences, and
                  relative, participating, operational or other rights, if any,
                  of each series of Preferred Stock and the qualifications,
                  limitations or restrictions, if any, of such preferences
                  and/or rights (collectively the "Series Terms"), shall be such
                  as are stated and expressed in a resolution or resolutions
                  provided for the creation or revision of such Series Terms (a
                  "Preferred Stock Series Resolution") adopted by the Board of
                  Directors or a committee of the Board of Directors to which
                  such responsibility is specifically and lawfully delegated.
                  The powers of the Board of Directors with respect to the
                  Series Terms of a particular series (any of which powers,
                  other than voting powers, may be resolution of the Board of
                  Directors be specifically delegated to one or more of its
                  committees, except as prohibited by law) shall include, but
                  not be limited to, determination of the following:

                                    (1) The number of shares constituting that
                           series and the distinctive designation of that
                           series, or any increase or decrease (but not below
                           the number of shares thereof then outstanding) in
                           such number;

                                    (2) The dividend rate of the shares of that
                           series, whether such dividends, if any, shall be
                           cumulative, and, if so, the date or dates from which
                           dividends payable on such shares shall accumulate,
                           and the relative rights of priority, if any, of
                           payment of dividends on shares of that series;

                                    (3) Whether that series shall have voting
                           rights, in addition to the voting rights provided by
                           law, and, if so, the terms of such voting rights;

                                    (4) Whether that series shall have
                           conversion privileges with respect to shares of any
                           other class or classes of stock or of any other
                           series of any class of stock, and, of so, the terms
                           and conditions of such conversion, including
                           provision for adjustment of the conversion rate upon
                           occurrence of such events as the Board of Directors
                           shall determine;

                                    (5) Whether the shares of that series shall
                           be redeemable, and, if so, the terms and conditions
                           of such redemption, including their relative rights
                           of priority, if any, of redemption, the date or dates
                           upon or after which they shall be redeemable,
                           provisions regarding redemption notices, and the
                           amount per shares payable in case of redemption,
                           which amount may vary under different conditions and
                           at different redemption dates;

                                    (6) Whether that series shall have a sinking
                           fund for the redemption or purchase of shares of that
                           series, and, if so, the terms and amount of such
                           sinking fund;

                                    (7) The rights of the shares of that series
                           in the event of voluntary or involuntary liquidation,
                           dissolution, or winding up of the corporation, and
                           the relative rights of priority, if any, of payment
                           of shares of that series;

                                    (8) The conditions or resolutions upon the
                           creation of indebtedness of the corporation or upon
                           the issuance of additional preferred stock or other
                           capital stock ranking on a parity therewith, or prior
                           thereto, with respect to dividends or distribution of
                           assets upon liquidation;

                                    (9) The conditions or restrictions with
                           respect to the issuance of, payment of dividends
                           upon, or the making of other distributions to, or the
                           acquisition or redemption of, shares ranking junior
                           to the Preferred Stock or to any series thereof with
                           respect to dividends or distribution of assets upon
                           liquidation; and,

                                    (10) Any other designations, powers,
                           preferences, and rights, including, without
                           limitation any qualifications, limitations, or
                           restrictions thereof.

                           Any of the Series Terms, including voting rights, of
                  any series may be made dependent upon facts ascertainable
                  outside the Amended and Restated Certificate of Incorporation
                  and the Preferred Stock Series Resolution, provided that the
                  manner in which such facts shall operate upon such Series
                  Terms is clearly and expressly set forth in the Amended and
                  Restated Certificate of Incorporation or in the Preferred
                  Stock Series Resolution,

                           Subject to the provisions of this Article Four,
                  shares of one or more series of Preferred Stock may be
                  authorized or issued from time to time as shall be determined
                  by and for such consideration as shall be fixed by the Board
                  of Directors or a designated committee thereof, in an
                  aggregate amount not exceeding the total number of shares of
                  Preferred Stock authorized by this Amended and Restated
                  Certificate of Incorporation. Except in respect of series
                  particulars fixed by the Board of Directors or its committee
                  as permitted thereby, all shares of Preferred Stock shall be
                  of equal rank and shall be identical. All shares of any one
                  series of Preferred Stock so designated by the Board of
                  Directors shall be alike in every particular, except that
                  shares of any one series issued at different times may differ
                  as to the dates from which dividends thereon shall be
                  cumulative."

                  The following addition is added to the original Restated
         Certificate of Incorporation so as to read in its entirety as follows:

                  "SEVENTH: Pursuant to a 1 for 5 reverse stock split, the
         amount of the total authorized Common Stock of this corporation is
         decreased and the number and par value are by these means changed so
         that the authorized Common Stock of this corporation, which, prior to
         the filing of this amendment, was Twenty Million (20,000,000) shares of
         Common Stock, having a par value of one cent ($.01) per share,
         amounting in the aggregate to Two Hundred Thousand Dollars ($200,000),
         shall be Four Million (4,000,000) shares of Common Stock, having a par
         value of five cents ($.05) per share, amounting in the aggregate to Two
         Hundred Thousand Dollars ($200,000) ; provided however, immediately
         after the effectuation of such reverse stock split, the authorized
         Common Stock of this corporation shall be increased so that the
         authorized Common Stock of this corporation shall be Ten Million
         (10,000,000) shares of Common Stock, having a par value of five cents
         ($.05) per share, amounting in the aggregate to Five Hundred Thousand
         Dollars ($500,000).

                  At the time this amendment becomes effective, each five (5)
         prior issued and outstanding shares of the Common Stock of this
         corporation, par value one cent ($.01) per share, shall thereby and
         thereupon be combined into one (1) share of validly issued, fully paid
         and nonassessable shares of Common Stock of this corporation, par value
         five cents ($.05) per share. Each person at that time holding of record
         any issued and outstanding share of Common Stock of this corporation
         shall receive upon surrender thereof to the corporation's authorized
         agency a stock certificate or certificates to evidence and represent
         the number of shares of post reverse stock split Common Stock of this
         corporation to which he is entitled after this reverse split; provided,
         however, that this corporation shall not issue fractional shares of
         Common Stock in connection with this reverse stock split, but, in lieu
         thereof, this corporation shall make a cash payment at the rate of
         seventy cents ($.70) and for each share of prior Common Stock to the
         holders thereof who would otherwise be entitled to receive fractional
         shares except for the provisions hereof upon surrender of certificates
         representing those shares to the corporation's authorized agent. The
         ownership of such fractional interests shall not entitle the holder
         thereof to any voting, dividend or other right except the right to
         receive payment therefore as described above.

                  EIGHTH: A director of the corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for such liability as is
         expressly not subject to limitation under the General Corporation Law
         of the State of Delaware, as the same exists or may hereafter be
         amended to further limit or eliminate such liability.

                  NINTH: Notwithstanding any other provision of this Amended and
         Restated Certificate of Incorporation or the Bylaws of this
         corporation, the terms of the members of the Board of Directors shall
         be staggered in the manner set forth in this Article Nine, in lieu of
         electing the whole number of directors annually. Commencing on the
         effective date of this Article Nine, the directors shall be divided by
         the Board of Directors into three (3) classes, each class to be as
         nearly equal in number as possible. The term of office of directors of
         the first class shall expire at the first annual meeting of
         shareholders after their election, that of the second class shall
         expire at the second annual meeting after the election, and that of the
         third class shall expire at the third annual meeting after their
         election. At each annual meeting after such classification, the number
         of directors equal to the number of the class whose terms expires at
         the time of such meeting shall be elected to hold office until the
         third such succeeding annual meeting. The provisions of this Article
         Nine shall apply only when the Board of Directors consists of three or
         more members; if the Board of Directors consists of less than three
         members, the terms of each such member shall expire at the next annual
         meeting of the shareholders of the corporation.

                  TENTH: To the fullest extent permitted by law, the Board of
         Directors, when evaluating any offer by another party to (i) make a
         tender or exchange offer for any equity security of this corporation
         outside of the ordinary course of business, (ii) merge or consolidate
         this corporation with any other corporation, (iii) purchase or
         otherwise acquire all or substantially all of the properties and assets
         of this corporation, or (iv) undertake any similar extraordinary
         corporate transactions with this corporation, may be its discretion, in
         connection with exercise of its judgment in determining what is in the
         best interests of this corporation and its shareholders, give due
         consideration to: (aa) all relevant factors, including without
         limitation the social, legal, and economic effects on the employees,
         customers, suppliers, and other constituencies of this corporation and
         its subsidiaries, on the communities and geographical areas in which
         this corporation and its subsidiaries operate or are located, and on
         any of the businesses and properties of this corporation or any of its
         subsidiaries, as well as such other factors as the directors deem
         relevant; and (bb) all features of the consideration being offered, not
         only in relation to the then current market price for the corporation's
         outstanding shares of capital stock, but also in relation to the then
         current value of the corporation in a freely negotiated transaction and
         in relation to the Board of Director's estimate of the future value of
         this corporation (including the unrealized value of its properties and
         assets) as an independent going concern."

         3. The text of the original Restated Certificate of Incorporation as
amended or supplemented heretofore is further amended hereby to read as herein
set forth in full:

               "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          UCI MEDICAL AFFILIATES, INC.

     FIRST: The name of the corporation is: UCI MEDICAL AFFILIATES, INC.

                  SECOND: The address of its registered office in the State of
         Delaware is: Corporation Trust Center, 1209 Orange Street, City of
         Wilmington, County of New Castle, and the name of its registered agent
         at such address is The Corporation Trust Company.

                  THIRD: The nature of the business or purposes to be conducted
         or promoted is: the operation of an Emergency Care Center and to engage
         in any lawful act or activity for which corporations may be organized
         under the General Corporation Law of Delaware.

                  FOURTH: After giving effect to Section Seven herein, the total
         number of shares of stock which the corporation shall have authority to
         issue is as follows: Ten Million (10,000,000) shares of Common Stock,
         having a par value of five cents ($.05) per share, amounting in the
         aggregate to Five Hundred Thousand Dollars ($500,000), and Ten Million
         (10,000,000) shares of Preferred Stock having a par value of one cent
         ($.01) per share, amounting in the aggregate to One Hundred Thousand
         Dollars ($100,000).

                  The following is a statement of fixing certain of the
         designations and powers, voting powers, preferences, and relative,
         participating, optional or other rights of the Common Stock and
         Preferred Stock of the corporation, and the qualifications, limitations
         or restrictions thereof, and the authority with respect thereto
         expressly granted to the Board of Directors of the corporation to fix
         any such provisions not fixed by this Certificate:

                  I.       Common Stock

                           Authority is hereby expressly granted to and vested
                  in the Board of Directors of this corporation to provide for
                  the issue of Common Stock. The holders of record of shares of
                  Common Stock shall be entitled to unlimited voting rights
                  equating to one (1) vote per outstanding share of Common Stock
                  on all matters upon which shareholders are entitled to vote.
                  Shares of Common Stock shall have distribution, dividend, and
                  liquidation rights granted by law or declared by resolution or
                  resolutions of the Board of Directors from time to time,
                  except that in the absence of the establishment of liquidation
                  rights for one or more series of Preferred Stock (either
                  preferentially to, or on a party with, the Common Stock) as
                  provided below, the holders of record of shares of Common
                  Stock shall be entitled to receive the net assets of this
                  corporation upon dissolution. The distribution, dividend, and
                  liquidation rights associated with the shares of Common Stock
                  will be subordinated only to the comparable distribution,
                  dividend, or liquidation rights associated with shares of
                  certain series of Preferred Stock, if any, but only to the
                  extent such preferences, if any, are established for one or
                  more series of Preferred Stock by the Board of Directors in
                  its discretion as provided below.

                  II.      Preferred Stock

                           The Board of Directors is hereby expressly vested
                  with the authority to adopt a resolution or resolutions
                  providing for the issue of authorized but unissued shares of
                  Preferred Stock, which shares may be issued from time to time
                  in one or more series and in such amounts as may be determined
                  by the Board of Directors in such resolution or resolutions.
                  The powers, voting powers, designations, preferences, and
                  relative, participating, operational or other rights, if any,
                  of each series of Preferred Stock and the qualifications,
                  limitations or restrictions, if any, of such preferences
                  and/or rights (collectively the "Series Terms"), shall be such
                  as are stated and expressed in a resolution or resolutions
                  providing for the creation or revision of such Series Terms (a
                  "Preferred Stock Series Resolution") adopted by the Board of
                  Directors or a committee of the Board of Directors to which
                  such responsibility is specifically and lawfully delegated.
                  The powers of the Board of Directors with respect to the
                  Series Terms of a particular series (any of which powers,
                  other than voting powers, may be resolution of the Board of
                  Directors be specifically delegated to one or more of its
                  committees, except as prohibited by law) shall include, but
                  not be limited to, determination of the following:

                                    (1) The number of shares constituting that
                           series and the distinctive designation of that
                           series, or any increase or decrease (but not below
                           the number of shares thereof then outstanding) in
                           such number;

                                    (2) The dividend rate of the shares of that
                           series, whether such dividends, if any, shall be
                           cumulative, and, if so, the date or dates from which
                           dividends payable on such shares shall accumulate,
                           and the relative rights of priority, if any, of
                           payment of dividends on shares of that series;

                                    (3) Whether that series shall have voting
                           rights, in addition to the voting rights provided by
                           law, and, if so, the terms of such voting rights;

                                    (4) Whether that series shall have
                           conversion privileges with respect to shares of any
                           other class or classes of stock or of any other
                           series of any class of stock, and, of so, the terms
                           and conditions of such conversion, including
                           provision for adjustment of the conversion rate upon
                           occurrence of such events as the Board of Directors
                           shall determine;

                                    (5) Whether the shares of that series shall
                           be redeemable, and, if so, the terms and conditions
                           of such redemption, including their relative rights
                           of priority, if any, of redemption, the date or dates
                           upon or after which they shall be redeemable,
                           provisions regarding redemption notices, and the
                           amount per shares payable in case of redemption,
                           which amount may vary under different conditions and
                           at different redemption dates;

                                    (6) Whether that series shall have a sinking
                           fund for the redemption or purchase of shares of that
                           series, and, if so, the terms and amount of such
                           sinking fund;

                                    (7) The rights of the shares of that series
                           in the event of voluntary or involuntary liquidation,
                           dissolution, or winding up of the corporation, and
                           the relative rights of priority, if any, of payment
                           of shares of that series;

                                    (8) The conditions or resolutions upon the
                           creation of indebtedness of the corporation or upon
                           the issuance of additional preferred stock or other
                           capital stock ranking on a parity therewith, or prior
                           thereto, with respect to dividends or distribution of
                           assets upon liquidation;

                                    (9) The conditions or restrictions with
                           respect to the issuance of, payment of dividends
                           upon, or the making of other distributions to, or the
                           acquisition or redemption of, sharing ranking junior
                           to the Preferred Stock or to any series thereof with
                           respect to dividends or distribution of assets upon
                           liquidation; and,

                                    (10) Any other designations, powers,
                           preferences, and rights, including, without
                           limitation any qualifications, limitations, or
                           restrictions thereof.

                           Any of the Series Terms, including voting rights, of
                  any series may be made dependent upon facts ascertainable
                  outside the Amended and Restated Certificate of Incorporation
                  and the Preferred Stock Series Resolution, provided that the
                  manner in which such facts shall operate upon such Series
                  Terms is clearly and expressly set forth in the Amended and
                  Restated Certificate of Incorporation or in the Preferred
                  Stock Series Resolution.

                           Subject to the provisions of this Article Four,
                  shares of one or more series of Preferred Stock may be
                  authorized or issued from time to time as shall be determined
                  by and for such consideration as shall be fixed by the Board
                  of Directors or a designated committee thereof, in an
                  aggregate amount not exceeding the total number of shares of
                  Preferred Stock authorized by this Amended and Restated
                  Certificate of Incorporation. Except in respect of series
                  particulars fixed by the Board of Directors or its committee
                  as permitted thereby, all shares of Preferred Stock shall be
                  of equal rank and shall be identical. All shares of any one
                  series of Preferred Stock so designated by the Board of
                  Directors shall be alike in every particular, except that
                  shares of any one series issued at different times may differ
                  as to the dates from which dividends thereon shall be
                  cumulative.

                  FIFTH:  The corporation shall have perpetual existence.

     SIXTH:  In  furtherance  and not in limitation  of the powers  conferred by
statute,  the corporation's Board of Directors is expressly authorized to adopt,
amend, or repeal by Bylaws of the corporation.

                  SEVENTH: Pursuant to a 1 for 5 reverse stock split, the amount
         of the total authorized Common Stock of this corporation is decreased
         and the number and par value are by these means changed so that the
         authorized Common Stock of this corporation, which, prior to the filing
         of this amendment, was Twenty Million (20,000,000) shares of Common
         Stock, having a par value of one cent ($.01) per share, amounting in
         the aggregate to Two Hundred Thousand Dollars ($200,000), shall be Four
         Million (4,000,000) shares of Common Stock, having a par value of five
         cents ($.05) per share, amounting in the aggregate to Two Hundred
         Thousand Dollars ($200,000); provided however, immediately after the
         effectuation of such reverse stock split, the authorized Common Stock
         of this corporation shall be increased so that the authorized Common
         Stock of this corporation shall be Ten Million (10,000,000) shares of
         Common Stock, having a par value of five cents ($.05) per share,
         amounting in the aggregate to Five Hundred Thousand Dollars ($500,000).

                  At the time this amendment becomes effective, each five (5)
         prior issued and outstanding shares of the Common Stock of this
         corporation, par value one cent ($.01) per share, shall thereby and
         thereupon be combined into one (1) share of validly issued, fully paid
         and nonassessable shares of Common Stock of this corporation, par value
         five cents ($.05) per share. Each person at that time holding of record
         any issued and outstanding share of Common Stock of this corporation
         shall receive upon surrender thereof to the corporation's authorized
         agency a stock certificate or certificates to evidence and represent
         the number of shares of post reverse split; provided, however, that
         this corporation shall not issue fractional shares of Common Stock in
         connection with this reverse stock split, but, in lieu thereof, this
         corporation shall make a cash payment at the rate of seventy cents
         ($.70) and for each share of prior Common Stock to the holders thereof
         who would otherwise by entitled to receive fractional shares except for
         the provisions hereof upon surrender of certificates representing those
         shares to the corporation's authorized agent. The ownership of such
         fractional interests shall not entitle the holder thereof to any
         voting, dividend or other right except the right to receive payment
         therefore as described above.

                  EIGHTH: A director of the corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for such liability as is
         expressly not subject to limitation under the General Corporation Law
         of the State of Delaware, as the same exists or may hereafter be
         amended to further limit or eliminate such liability.

                  NINTH: Notwithstanding any other provision of this Amended and
         Restated Certificate of Incorporation or the Bylaws of this
         corporation, the terms of the members of the Board of Directors shall
         be staggered in the manner set forth in this Article Nine, in lieu of
         electing the whole number of directors annually. Commencing on the
         effective date of this Article Nine, the directors shall be divided by
         the Board of Directors into three (3) classes, each class to be as
         nearly equal in number as possible. The term of office of directors of
         the first class shall expire at the first annual meeting of
         shareholders after their election, that of the second class shall
         expire at the second annual meeting after the election, and that of the
         third class shall expire at the third annual meeting after their
         election. At each annual meeting after such classification, the number
         of directors equal to the number of the class whose terms expires at
         the time of such meeting shall be elected to hold office until the
         third such succeeding annual meeting. The provisions of this Article
         Nine shall apply only when the Board of Directors consists of three or
         more members; if the Board of Directors consists of less than three
         members, the term of each such member shall expire at the next annual
         meeting of the shareholders of the corporation.

                  TENTH: To the fullest extent permitted by law, the Board of
         Directors, when evaluating any offer by another party to (i) make a
         tender or exchange offer for any equity security of this corporation
         outside of the ordinary course of business, (ii) merge or consolidate
         this corporation with any other corporation, (iii) purchase or
         otherwise acquire all or substantially all of the properties and assets
         of this corporation, or (iv) undertake any similar extraordinary
         corporate transactions with this corporation, may in its discretion, in
         connection with exercise of its judgment in determining what is in the
         best interests of this corporation and its shareholders, give due
         consideration to: (aa) all relevant factors, including without
         limitation the social, legal, and economic effects on the employees,
         customers, suppliers, and other constituencies of this corporation and
         its subsidiaries, on the communities and geographical areas in which
         this corporation and its subsidiaries operate or are located, and on
         any of the businesses and properties of this corporation or any of its
         subsidiaries, as well as such other factors as the directors deem
         relevant; and (bb) all features of the consideration being offered, not
         only in relation to the then current value of the corporation in a
         freely negotiated transaction and in relation to the Board of
         Director's estimate of the future value of this corporation (including
         the unrealized value of its properties and assets) as an independent
         going concern."

         4. This Amended and Restated Certificate of Incorporation was duly
adopted by the stockholders in accordance with the applicable provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, UCI Medical Affiliates, Inc. has caused this
certificate to be signed by M.F. McFarland, III, M.D., its Chairman of the Board
of Directors, and attested to by Jon R. Bright, its Assistant Secretary, this
30th day of June, 1994.

                                   UCI MEDICAL AFFILIATES, INC.


                                By:       /s/ M.F. McFarland, III, M.D.
                                     ---------------------------------
                                     M.F. McFarland, III, M.D. Its:
                                     Chairman of the Board


(CORPORATE SEAL)

Attest:



By:       /s/ Jon R. Bright
         ----------------------
         Jon R. Bright
         Its:  Assistant Secretary