EXHIBIT 3.1.7
                                                                 F I L E D
                                                                NOV 16 1993
                                                                 11-16-93
                                                             DANIEL J. DALTON
                                                            Secretary of State
                                                                 0881235

                           CERTIFICATE OF AMENDMENT TO

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                        DIAMOND ENTERTAINMENT CORPORATION

To:      THE SECRETARY OF STATE             FEDERAL EMPLOYER
         STATE OF NEW JERSEY                IDENTIFICATION NO. 22-2748019

     Pursuant  to  the   provisions  of  Section   14A:9-2(4)  of  the  Business
Corporation Act of the State of New Jersey, the undersigned corporation executes
the following Certificate of Amendment to its Certificate of Incorporation:

     1. The name of the corporation is Diamond Entertainment Corporation.

     2. The following amendment to the Certificate of Incorporation was approved
by the Board of Directors on July 2, 1993, in accordance with Section 14A:7-15.1
of the New Jersey Business Corporation Act:

          (i) The  corporation  institute  a  division  of its  shares of common
          stock,  no par value (the "Common  Stock"),  effective at the close of
          business on July 13,  1993,  on the basis of one share of Common Stock
          for  each  20  shares  of  Common  Stock  presently  outstanding,  all
          fractional share interests to be rounded to the nearest whole share;

          (ii) The  Corporation  shall be  authorized  to  issue  the  following
          shares:

                  Class                  No. of Shares      Par Value
                  -----                  -------------      ---------
                  Common Stock             5,000,000          None
                  Preferred Stock          1,000,000          None

     3. Attached hereto is a copy of the Resolution of the Board of Directors as
required by Section 14A:7-2 of the New Jersey Business Corporation Act which was
duly  adopted  by the Board of  Directors  on July 2,  1993,  which  amends  the
Certificate of  Incorporation  so that the designation and the relative  rights,
preferences  and  limitations  of such  Preferred  Stock  are as  stated  in the
attached resolution.

                                       1                            0100293639


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     4 . This amendment to the Certificate of  Incorporation  of the corporation
will  not  adversely  affect  the  rights  or  preferences  of  the  holders  of
outstanding  shares of any class or series and will not result in the percentage
of authorized  shares that remains  unissued after the share division  exceeding
the  percentage  of  authorized  shares  that  were  unissued  before  the share
division.


       Dated: November 11, 1993
                       --

                                    DIAMOND ENTERTAINMENT CORPORATION


                                    By:  /s/ Thomas K. Cheng
                                         -------------------
                                         Thomas K. Cheng, President
















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          RESOLVED,  that  pursuant  to the  authority  vested  in the  Board of
     Directors  of  the   corporation  by  its   Certificate  of   Incorporation
     (hereinafter  referred to as the "Certificate of Incorporation),  the Board
     of Directors does hereby create,  authorize and provide for the issuance of
     the  corporation's  Preferred  stock,  with no par  value,  to  consist  of
     1,000,000 shares, all of such shares having the designation, voting powers,
     preferences and the  qualifications,  limitations and restrictions  thereof
     that are set forth in this resolution as follows:

          1.   DESIGNATION.  The distinctive designation of such Preferred Stock
               is Preferred Stock ("Preferred Stock").

          2.   VOTING RIGHTS.  The holders of shares of Preferred Stock shall be
               entitled to one and ninety  five one  hundreds  (1.95)  votes for
               each  such  share  held and  shall be  entitled  to vote upon all
               matters  upon  which  stockholders  have the  right to vote.  The
               holders of shares of Preferred Stock shall vote together with the
               holders  of  other  stock   possessing   voting  rights  and  not
               separately as a class, on all matters.

          3.   DIVIDEND AND LIQUIDATION  RIGHTS.  Holders of shares of Preferred
               Stock are not entitled to any dividend  preference.  In the event
               of any liquidation, holders of shares of Preferred Stock shall be
               entitled  to a  Preference  of $.01  per  share,  and  any  other
               remaining  proceeds of liquidation shall be distributed share and
               share  alike to holders of shares of  Preferred  Stock and Common
               Stock.

          4.   CONVERSION. The shares of Preferred Stock shall be convertible on
               the basis of one and ninety five one  hundreds  (1.95)  shares of
               the  Corporation's  Common Stock, no par value, for every one (1)
               share of Preferred Stock.

          5.   REDEMPTION.   The  Preferred   Stock  shall  not  be  subject  to
               redemption  by the  Corporation  but any or all of the  Preferred
               stock  may be  repurchased  by  the  Corporation  pursuant  to an
               agreement with one (1) or more of the holders thereof:






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