EXHIBIT 3.1.8
                                                                F I L E D
                                                                MAR 3 1994
                                                                 3-3-94
                                                               LONNA R. HOOKS
                                                              Secretary of State
                                                                 0904019

                           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 Certificate of Incorporation is amended as follows:

     The Corporation shall be authorized to issue the following shares:

     Class                 No. of Shares             Par Value
     -----                 -------------             ---------
     Common Stock           15,000,000                 None
     Preferred Stock         1,000,000                 None

     3. In  accordance  with  Section  148:9-2(4)  and  after  proper  notice to
shareholders  of record on December 20, 1993 (the "Record  Date"),  holders of a
majority  of the votes cast  approved  the  amendment  at the Annual  Meeting of
Stockholders on February 16, 1994 (the "Annual Meeting").

     4. On the Record Date,  there were  2,180,606  shares of the  Corporation's
common stock, no par value (the "Common Stock) issued and  outstanding,  each of
which was entitled to one (1) vote ac the Annual Meeting, and there were 653,650
shares  of the  corporation's  preferred  stock,  no par value  (the  "Preferred
Stock") issued and outstanding,  each of which was entitled to 1.95 votes at the
Annual Meeting.  As of the Record Date, there were issued and outstanding shares
of voting stock of the Corporation  representing an aggregate of 3,455,224 votes
entitled to vote at the Annual  Meeting.  The Common Stock and  Preferred  Stock
vote together on all matters.

                                    010029363

<PAGE>


     5. A. quorum was  represented at the Annual  Meeting,  a total of 2,931,822
shares  were east FOR the  amendment  and  137,891  votes were cast  against the
amendment.

     IN WITNESS  WHEREOF,  this Certificate of Amendment has been signed on this
28th  day  of  February,  1994,  and  the  signature  of the  undersigned  shall
----
constitute  the  affirmation  and  acknowledgement  of  the  undersigned,  under
penalties  of  perjury,  that  the  Certificate  is  the  act  and  deed  of the
undersigned and the facts stated in the Certificate are true.

                                    DIAMOND ENTERTAINMENT CORPORATION

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



     Sworn before me this
     28 day of February 1994

     /s/ Kristine H. Truong
     ------------------------
     Notary Public


     [Notary Seal]







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