CERTIFICATE OF AMENDMENT

                                OF

                   CERTIFICATE OF INCORPORATION

                                OF

                  INLAND MINERAL RESOURCES CORP.

                     Dated:  April 22, 1969

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                     CERTIFICATE OF AMENDMENT

                                OF

                   CERTIFICATE OF INCORPORATION

                                OF

                  INLAND MINERAL RESOURCES CORP.


          INLAND MINERAL RESOURCES CORP. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

          FIRST:  That the Board of Directors of the Corporation at a meeting
duly held, adopted resolutions proposing and declaring advisable the following
amendments to the Certificate of Incorporation of said Corporation:

          RESOLVED, that the Certificate of Incorporation of this
          corporation be amended by amending the Article thereof numbered
          "FIRST" so that, as amended said Article shall be and read as
          follows:

          "The name of the corporation is Parker-Levitt Corporation."

          Resolved, that the Certificate of Incorporation of this
          corporation be amended by amending the Article thereof numbered
          "FOURTH" so that as amended said Article shall be and read as
          follows:

          "The total number of shares of stock which the corporation shall
          have authority to issue is twenty million (20,000,000), of which
          fifteen million (15,000,000) shares of the par value of one cent
          ($.01) each, amounting in the aggregate to One Hundred Fifty
          Thousand Dollars ($150,000), shall be Common Stock and of which
          five million (5,000,000) shares of the par value of one cent
          ($.01) each, amounting in the aggregate to Fifty Thousand Dollars
          ($50,000), shall be Preference Stock.

          The designations and the powers, preferences and rights, and the
          qualifications, limitations or restrictions of the Preference
          Stock are as follows:

          The shares of Preference Stock may be issued in series, and each
          series shall be so designated as to distinguish the shares thereof
          from the shares of all other parties.  All shares of Preference
          Stock shall be identical except as to relative rights, preferences
          and limitations below enumerated.

          Authority is hereby expressly granted the Board of Directors to
          fix, subject to the provisions herein set forth, before the
          issuance of any shares of a particular series, the number of
          shares to be included in such series, the voting rights, if any,
          the dividend rate per annum, the redemption price or prices, if
          any, and the terms and conditions of the redemption, any sinking-
          fund provisions for the redemption or purchase of the shares of
          the series, the terms and conditions on which the shares are
          convertible, if they are convertible, the rights of the shares
          upon dissolution or upon any distribution of the assets of the
          Corporation, and any other rights, preferences and limitations
          pertaining to such series.

          No shareholder of this Corporation shall have a preemptive right
          because of his shareholdings to have first offered to him any part
          of any of the presently authorized shares of any class of the
          Corporation, or any part of any stock of any class of this
          Corporation hereafter authorized or issued, optioned or sold, or
          any part of any debentures, bonds, notes or securities of this
          Corporation convertible into shares hereafter issued, optioned or
          sold by the Corporation.  Thus, any and all of the shares of this
          Corporation which may be hereafter authorized may at any time be
          issued, optioned and contracted for sale and/or sold and disposed
          of by direction of the Board of Directors of this Corporation to
          such persons, and upon such terms and conditions as may to the
          Board of Directors seem proper and advisable, without first
          offering the said shares or securities or any part thereof to
          existing shareholders."

          SECOND: That said amendments have been approved and authorized by
the vote of in excess of a majority of the holders of all the issued and
outstanding stock of the Corporation entitled to vote at the annual meeting of
stockholders of said Corporation.

         THIRD:  That said amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

         FOURTH:  That the capital of said Corporation will not be reduced
under or by reason of said amendments.

          IN WITNESS WHEREOF, said INLAND MINERAL RESOURCES CORP. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Maurice Parker, its President, and Peter Spencer, its Assistant Secretary,
this 22nd day of April 1960.

                         INLAND MINERAL RESOURCES CORP.


                             By/s/Maurice Parker
                              President


                              /s/Peter Spencer
                              Asst. Secretary

STATE OF NEW YORK     )
                      )  SS.:
COUNTY OF NEW YORK    )

     BE IT REMEMBERED, that on this 22nd day of April, 1969, personally
came before me a Notary Public in and for the County and State aforesaid,
Maurice Parker, President, and Peter Spencer, Assistant Secretary of of INLAND
MINERAL RESOURCES COPR., a corporation of the State of Delaware, the
corporation described in the foregoing certificate, known to me personally to
be such, and they, the said Maurice Parker as such President and Peter Spencer
as such Assistant Secretary, duly executed said certificate before me and
acknowledged the said certificate to be their act and deed and the act and
deed of said Corporation; that the signatures of said President and of the
Assistant Secretary of said corporation to said foregoing certificate are in
the handwriting of the said President and Assistant Secretary of said
Corporation respectively; that the seal affixed to said certificate is the
common or corporate seal of said Corporation; that the facts stated in the
foregoing certificate are true; and that the act of sealing, executing,
acknowledging and delivering said certificate was duly authorized by the Board
of Directors and Stockholders of said Corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                              /s/Erron Alan Burkhart