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Exhibit 3I

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                    DVL, INC.

                  The undersigned corporation, DVL, Inc., a Delaware corporation
(the "Corporation"), in order to amend its Certificate of Incorporation, hereby
certifies as follows:

                  FIRST: The name of the Corporation is DVL, Inc.

                  SECOND: The Corporation hereby amends its Certificate of
Incorporation as follows:

                  Article FOURTH of the Certificate of Incorporation of DVL,
Inc. is hereby deleted and replaced in its entirety to read as follows:

                           "FOURTH: The total number of shares of capital stock
            which the Corporation shall have the authority to issue is
            Ninety-Five Million and One Hundred (95,000,100) shares, of which
            Ninety Million (90,000,000) shares shall be Common Stock, par value
            $.01 per share (the "Common Stock"), One Hundred (100) shares shall
            be Class A Preferred Stock, par value $10.00 per share (the "Class A
            Preferred Stock"), and Five Million (5,000,000) shares shall be
            undesignated Preferred Stock, par value $.01 per share (the
            "Preferred Stock").

                           A. Provisions Relating to the Common Stock.

                           (i) Dividends. The holders of shares of Common Stock
         shall be entitled to receive such dividends as may be declared by the
         Board of Directors of the Corporation, if any, out of funds legally
         available therefor.

                           (ii) Liquidation Rights. Subject to the preferential
         liquidation rights of the holders of the shares of the Class A
         Preferred Stock and the Preferred Stock described in subparagraphs B
         and C below, in the event of any voluntary or involuntary liquidation,
         dissolution or winding up of, or any distribution of the assets of, the
         Corporation, the holders of shares of Common Stock shall be entitled to
         receive all of the assets of the Corporation available for distribution
         to its stockholders ratably in proportion to the number of shares of
         Common Stock held by them.

                           (iii) Voting Rights. The holders of the shares of
         Common Stock shall be entitled to vote on all matters at all meetings
         of the stockholders of the Corporation, and shall be entitled to one
         vote for each share of Common Stock entitled to vote at such meeting as
         a class separate from the holders of the shares of Class A Preferred
         Stock and from the holders of the Preferred Stock.

                           B. Provisions Relating to the Class A Preferred
         Stock.

                           (i) Designation and Amount. The distinctive
         designation of this class of preferred stock is "Class A Preferred
         Stock" and the number of shares constituting such class shall be One
         Hundred (100).


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                           (ii) Rank. The Class A Preferred Stock shall, with
         respect to dividend rights and rights on liquidation, winding up and
         dissolution, rank junior to all Senior Securities and senior to all
         Junior Securities, all as more fully set forth herein. For the purposes
         of this Article FOURTH, "Senior Securities" shall mean all classes and
         series of stock of the Corporation hereafter authorized, issued or
         outstanding, other than Junior Securities. For the purposes of this
         Article FOURTH, "Junior Securities" shall mean the Common Stock of the
         Corporation, par value $.01 per share, any other class or series of the
         Corporation's common equity, and such other classes or series of stock
         of the Corporation as shall be designated as junior to the Class A
         Preferred Stock with respect to dividend rights and rights on
         liquidation, winding up and dissolution by the Board of Directors of
         the Corporation or by amendment of the Certificate of Incorporation of
         the Corporation, duly adopted by the Corporation and its stockholders
         as provided pursuant to the General Corporation Law of the State of
         Delaware (the "DGCL").

                           (iii) Dividends. The holders of the shares of Class A
         Preferred Stock shall be entitled to receive such dividends as may be
         declared by the Board of Directors of the Corporation, if any, out of
         funds legally available therefor.

                           (iv) Liquidation Preference. In the event of any
         voluntary or involuntary liquidation, dissolution or winding up of the
         affairs of the Corporation, the holders of the shares of Class A
         Preferred Stock then outstanding shall be entitled to be paid out of
         the assets of the Corporation available for distribution to its
         stockholders, prior and in preference to any distribution of any of the
         assets of the Corporation, an amount in cash equal to $10.00 for each
         share outstanding (the "Class A Liquidation Preference"). If the assets
         of the Corporation are not sufficient to pay in full the Class A
         Liquidation Preference payable to the holders of outstanding shares of
         Class A Preferred Stock, then the holders of all such shares shall
         share ratably in such distribution of assets in proportion to the
         amount which would be payable on such distribution if the Class A
         Liquidation Preference to which the holders of outstanding shares of
         Class A Preferred Stock are entitled were paid in full. Upon any such
         liquidation, dissolution or winding up of the Corporation, after the
         holders of Class A Preferred Stock shall have been paid in full their
         Class A Liquidation Preference, the remaining assets of the Corporation
         may be distributed to the holders of shares of Common Stock and
         Preferred Stock, and the holders of shares of Class A Preferred Stock
         shall not be entitled to share therein. For the purposes of this
         Article FOURTH, neither the voluntary sale, lease, conveyance, exchange
         or transfer (for cash, shares of stock, securities or other
         consideration) of all or any part of the property or assets of the
         Corporation nor the merger or consolidation of the Corporation with one
         or more corporations nor the reduction of the capital stock of the
         Corporation shall be deemed to be a liquidation, dissolution or winding
         up, voluntary or involuntary, of the Corporation. Written notice of any
         voluntary or involuntary liquidation, dissolution or winding up of the
         affairs of the Corporation, stating the payment date and the place
         where the distributable amount shall be payable, shall be given by
         mail, postage prepaid, not less than thirty (30) days prior to the
         payment date stated therein, to the holders of record of the Class A
         Preferred Stock at their respective addresses as the same shall then
         appear on the books of the Corporation.

                           (v) Voting Rights.


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                           (a) Special Purpose Director. The holders of shares
         of Class A Preferred Stock shall be entitled to nominate and elect one
         director (the "Special Purpose Director") to the Board of Directors of
         the Corporation by a vote of a majority of the then outstanding shares
         of Class A Preferred Stock voting as one class at a meeting of such
         holders or by written consent of the holders of a majority of such
         shares then outstanding, provided, however, that such Special Purpose
         Director, in accordance with Section 141(d) of the DGCL, shall have no
         right to vote on matters presented for a vote at meetings of the Board
         of Directors of the Corporation other than with respect to matters
         relating to (i) the filing by the Corporation of a petition in
         bankruptcy pursuant to Title 11 of the United States Code and (ii) in
         connection with the insolvency of the Corporation, the dissolution or
         liquidation of the Corporation or the making of a compromise or
         arrangement under applicable state law between the Corporation and its
         creditors who hold a substantial portion of the Corporation's
         indebtedness (collectively, the "Bankruptcy Matters"). As to any
         Bankruptcy Matter, only the unanimous vote of the fully constituted
         Board of Directors of the Corporation (including, without limitation,
         the Special Purpose Director) will be required to constitute an act of
         the Board of Directors of the Corporation.

                           (b) Board Observation Rights. For so long as there
         shall be a Special Purpose Director, and notwithstanding the limitation
         upon the voting rights of the Special Purpose Director contained
         herein:

                           (1) The Corporation shall give to the Special Purpose
                  Director notice of each meeting of the Board of Directors of
                  the Corporation at the same time and in the same manner as
                  notice is given to the other directors;

                           (2) The Special Purpose Director shall be entitled to
                  attend in person all meetings held in person and to
                  participate in telephone or other meetings of the Board of
                  Directors of the Corporation;

                           (3) The Corporation shall provide to the Special
                  Purpose Director in connection with each meeting of the Board
                  of Directors (whether in person or otherwise), copies of all
                  notices, minutes, consents, and all other materials or
                  information that the Corporation provides to the other
                  directors of the Corporation with respect to such meeting or
                  otherwise, at the same time such materials and information are
                  given to the other directors of the Corporation (except that
                  materials and information provided to other directors at
                  meetings of the Board of Directors of the Corporation at which
                  the Special Purpose Director is not present shall be provided
                  to him or her promptly after the meetings);

                           (4) If the Board of Directors proposes to take any
                  action by written consent in lieu of a meeting, the
                  Corporation shall give written notice thereof to the Special
                  Purpose Director prior to the effective date of such consent
                  describing in reasonable detail the nature and substance of
                  such action; and

                           (5) Except as otherwise provided herein, the Special
                  Purpose Director shall otherwise enjoy all rights, privileges
                  and benefits conferred upon directors of the Corporation by
                  the Certificate of Incorporation, the By-Laws of the
                  Corporation or by law, including, without limitation, with
                  respect to indemnification and advancement of expenses.

                           (c) Removal and Vacancy. The Special Purpose Director
         may be removed without cause only by the holders of the then
         outstanding shares of Class A Preferred Stock. Any vacancy in the
         position of Special Purpose Director shall be filled only by the
         holders of the then outstanding shares of Class A Preferred Stock. The
         Special Purpose Director shall be paid $100 per year by the Corporation
         for his services.


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                           (d) No Additional Voting Rights. Except as otherwise
         expressly provided herein or as required by law, holders of shares of
         Class A Preferred Stock shall not have any voting rights.

                           (e) Amendments Affecting Class A Preferred Stock. So
         long as any shares of Class A Preferred Stock are outstanding, the
         written consent or the affirmative vote at a meeting called for that
         purpose of the holders of a majority of the votes of the shares of
         Class A Preferred Stock then outstanding, voting separately as a class,
         shall be necessary to validate or effectuate any amendment, alteration
         or repeal of the Certificate of Incorporation of the Corporation so as
         to affect adversely the powers, preferences or special rights of such
         Class A Preferred Stock.

                  (vi) Redemption by Corporation.

                           (a) The Corporation shall have the right, commencing
            on the date that is three years following the date that the
            Corporation's obligations to NPM Capital LLC and its affiliates are
            satisfied in full, to redeem out of funds legally available therefor
            all or any part of the shares of Class A Preferred Stock at its
            election expressed by resolution of the Board of Directors of the
            Corporation, upon not less than thirty (30) days' prior notice to
            the holders of record of the Class A Preferred Stock to be redeemed,
            given by mail, at the Redemption Price (as hereinafter defined) on
            the Redemption Date (as hereinafter defined).

                           (b) The "Redemption Date" shall be the date fixed for
            redemption in the notice of redemption.

                           (c) The price at which outstanding shares of Class A
            Preferred Stock shall be redeemed pursuant to subsection (vi)(a)
            shall be $10.00 per share (the "Redemption Price").

                           (d) If less than all outstanding Class A Preferred
            Stock is to be redeemed, the redemption may be made either pro rata
            or by lot or in some other equitable manner as may be prescribed by
            resolution of the Board of Directors.

                           (e) Any notice of redemption mailed to a holder of
            Class A Preferred Stock at his or her address as the same shall
            appear on the books of the Corporation shall be conclusively
            presumed to have been given whether or not the holder receives the
            notice. Each such notice shall state: the Redemption Date; the
            number of shares of Class A Preferred Stock to be redeemed and, if
            less than all shares of Class A Preferred Stock held by such holder
            are to be redeemed, the number of such shares to be redeemed from
            him or her and the fact that a new certificate or certificates
            representing any unredeemed shares shall be issued without cost to
            such holder; the Redemption Price applicable to the shares to be
            redeemed; and the place or places where such shares are to be
            surrendered. No defect in any such notice to any holder of Class A
            Preferred Stock shall affect the validity of the proceedings for the
            redemption of any other shares of such Class A Preferred Stock.

                           (f) From and after the Redemption Date, all rights of
         the holders of shares of Class A Preferred Stock as stockholders of the
         Corporation, except the right to receive the Redemption Price, shall
         terminate. Any moneys set aside by the Corporation on account of the
         Redemption Price and unclaimed by the end of three years from the
         Redemption Date shall revert to the general funds of the Corporation.

                           (g) Any shares of Class A Preferred Stock redeemed
         pursuant to the provisions of this subsection (vi) shall be retired and
         given the status of authorized and unissued preferred stock,
         undesignated as to series, and subject to reissuance by the Corporation
         as shares of Preferred Stock of one or more series, as may be
         determined from time to time by the Board of Directors of the
         Corporation.


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                           (h) No shares of Class A Preferred Stock shall be
         redeemed in whole or in part under this subsection (vi): (1) at any
         time that such redemption is prohibited by the DGCL;(2) at any time
         that the terms and provisions of any contract or other agreement of the
         Corporation or any of its directly or indirectly owned subsidiaries
         specifically prohibits such redemption or provides that such redemption
         would constitute a breach thereof or a default thereunder; (3) unless,
         prior to or concurrently with such redemption, all unpaid dividends on
         all Senior Securities for periods preceding or ending on the Redemption
         Date have been paid in full or have been declared and set aside for
         payment in full; or (4) at any time that the Corporation shall be in
         default in respect of any redemption obligations on or under Senior
         Securities.

                           (vii) No Conversion Rights. The holders of shares of
              Class A Preferred Stock shall not have any rights to convert such
              shares into shares of any other class or series of capital stock
              or into any other securities of, or any other interest in, the
              Corporation.

                           (viii) No Sinking Fund. No sinking fund shall be
              established for the payment of dividends on shares of Class A
              Preferred Stock, if any, or the liquidation of shares of Class A
              Preferred Stock.

                           (ix) No Preemptive or Subscription Rights. No holder
              of shares of Class A Preferred Stock shall have any preemptive or
              subscription rights in respect of any securities of the
              Corporation that may be issued.

                           (x) No Other Rights. The shares of Class A Preferred
              Stock shall not have any designations, preferences or relative,
              participating, optional or other special rights except as
              expressly set forth in this Article FOURTH of the Certificate of
              Incorporation of the Corporation or as otherwise required by law.

                           (xi) Legend. All certificates for shares of Class A
              Preferred Stock issued by the Corporation shall conspicuously bear
              the following legend:

                  "The Corporation will furnish without charge to the holder of
                  record of this certificate a copy of the Certificate of
                  Incorporation of the Corporation, containing the powers,
                  designations, preferences and relative, participating,
                  optional or other special rights of each class of stock of the
                  Corporation or series thereof and the qualifications,
                  limitations or restrictions of such preferences and/or rights,
                  upon written request to the Corporation at its principal place
                  of business."

                           C. Provisions Relating to the Preferred Stock. Shares
         of Preferred Stock may be issued from time to time in one or more
         series, and the Board of Directors of the Corporation is hereby
         authorized, subject to the limitations provided by law, to establish
         and designate one or more series of Preferred Stock, to fix the number
         of shares constituting each series, and to fix the designation, powers,
         preferences and relative, participating, optional or other special
         rights, and qualifications, limitations or restrictions thereof, of
         each series and the variations and the relative rights, preferences and
         limitations as between series, and to increase and to decrease the
         number of shares constituting each series (in each case subject to the
         rights of the holders of the Common Stock and Series A Preferred Stock
         set forth above). The authority of the Board of Directors of the
         Corporation with respect to each series shall include, but shall not be
         limited to, the authority to determine the following:

            (i) The designation of such series, which may be by distinguishing
         number or letter;


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            (ii) The number of shares initially constituting such series;

                  (iii) The increase, and the decrease to a number not less than
            the number of the then outstanding shares of such series, of the
            number of shares constituting such series theretofore fixed;

            (iv) The rate or rates, and the conditions upon and the times at
         which dividends on the shares of such series shall be paid, the
         preference or relation which such dividends shall bear to the dividends
         payable on any other class or classes or on any other series of stock
         of the Corporation, and whether or not such dividends shall be
         cumulative, and, if such dividends shall be cumulative, the date or
         dates from and after which they shall accumulate;

            (v) Whether or not the shares of such series shall be redeemable
         and, if such shares shall be redeemable, the terms and conditions of
         such redemption, including, but not limited to, the date or dates upon
         or after which such shares shall be redeemable and the amount per share
         which shall be payable upon such redemption, which amount may vary
         under different conditions and at different redemption dates;

            (vi) The rights to which the holders of the shares of such series
         shall be entitled upon the voluntary or involuntary liquidation,
         dissolution or winding up of, or upon any distribution of the assets
         of, the Corporation, which rights may be different in the case of a
         voluntary liquidation, dissolution or winding up than in the case of
         such an involuntary event;

                  (vii) Whether or not the shares of such series shall have
            voting rights, in addition to the voting rights provided by law and,
            if such shares shall have such voting rights, the terms and
            conditions thereof, including, but not limited to, the right of the
            holders of such shares to vote as a separate class either alone or
            with the holders of shares of one or more other series of Preferred
            Stock and the right to have more than one vote per share;

            (viii) Whether or not a sinking or a purchase fund shall be provided
         for the redemption or purchase of the shares of such series and, if
         such a sinking fund or purchase fund shall be provided, the terms and
         conditions thereof;

            (ix) Whether or not the shares of such series shall be convertible
         into, or exchangeable for, shares of any other class or classes or any
         other series of the same or any other class or classes of stock or any
         other security of the Corporation or any other entity and, if provision
         be made for conversion or exchange, the terms and conditions of
         conversion or exchange, including, but not limited to, any provision
         for the adjustment of the conversion or exchange rate or price; and

                           (x) Any other relative rights, preferences and
         limitations."

                                       ***



                  Article SIXTH of the Certificate of Incorporation of the
Corporation is hereby deleted and replaced in its entirety to read as follows:

                "SIXTH: Directors and By-Laws. In furtherance and not in
         limitation of the powers conferred by law, subject to any limitations
         contained elsewhere in this Certificate of Incorporation, By-laws of
         the Corporation may be adopted, amended or repealed by the Board of
         Directors of the Corporation, provided that any By-laws adopted by the
         Board of Directors may be amended or repealed by the stockholders
         entitled to vote thereon."


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                                       ***

            Article ELEVENTH of the Certificate of Incorporation of the
Corporation is hereby deleted and replaced in its entirety to read as follows:

                  "ELEVENTH: Limitation on Transfer of Shares. Except as
      expressly provided below in this Article ELEVENTH, shares of capital stock
      of the Corporation are fully and freely transferable.

                  A. Certain Transfers Prohibited.

                           (i) Until September 30, 2009 (the "Restriction
         Period"), no individual, partnership, firm, corporation, association,
         trust, unincorporated organization or other entity, as well as any
         syndicate or group deemed to be a person under Section 14(d)(2) of the
         Securities Exchange Act of 1934, as amended (each a "Person"), who (i)
         purports to purchase or acquire any shares of capital stock of the
         Corporation from the Corporation by the exercise of a warrant or option
         or otherwise or (ii) beneficially owns directly or through attribution
         (as determined under Section 382 of the Internal Revenue Code of 1986,
         as amended (the "Code")) five percent or more of the value of the
         outstanding shares of capital stock of the Corporation or who, upon the
         acquisition of any shares of capital stock of the Corporation, would
         beneficially own directly or through attribution (as determined under
         Code Section 382) five percent or more of the value of the outstanding
         shares of capital stock of the Corporation (each such Person described
         in (i) or (ii) above being a "Restricted Holder"), shall sell,
         transfer, or dispose, or purchase or acquire in any manner whatsoever,
         whether voluntarily or involuntarily, by operation of law or otherwise
         (any such sale, transfer, disposition, purchase, acquisition or
         contract being a "Transfer"), any shares of capital stock of the
         Corporation or any option, warrant or other right to purchase or
         acquire capital stock of the corporation (such warrant, option or
         security being an "Option") or any securities convertible into or
         exchangeable for capital stock of the Corporation, except as authorized
         pursuant to this Article ELEVENTH. For purposes of this Article
         ELEVENTH, "capital stock" shall include the Common Stock, the Class A
         Preferred Stock and the Preferred Stock of the Corporation and any
         Option. Notwithstanding the preceding sentence, for purposes of
         determining whether a Person owns five percent or more of the value of
         the outstanding shares of capital stock of the Corporation, Options
         shall be taken into account to the extent taking such Options into
         account would cause a Person to become a Restricted Holder.
         Notwithstanding the provisions of this clause (i), nothing herein shall
         prohibit the acquisition by NPM Capital LLC, a Delaware limited
         liability company, and its affiliates, including NPO Holdings LLC, a
         Delaware limited liability company, of 1,000,000 shares of the
         Corporation's Common Stock pursuant to the terms of that certain Stock
         Purchase Agreement dated as of March 27, 1996 between the Corporation
         and NPO Holdings LLC.

                           (ii) The restrictions contained in this Article
         ELEVENTH are for the purpose of reducing the risk that any change in
         stock ownership may jeopardize the preservation of the Corporation's
         federal income tax attributes. In connection therewith, and to provide
         for the effective policing of these provisions, a Restricted Holder who
         proposes to Transfer shares of capital stock shall, prior to the date
         of the proposed Transfer, request in writing (a "Request") that the
         Board of Directors of the Corporation review the proposed Transfer and
         authorize or not authorize the proposed Transfer pursuant to subsection
         C hereof. A Request a shall be mailed or delivered to the President of
         the Corporation at the Corporation's principal place of business or
         telecopied to the Corporation's telecopier number at its principal
         place of business. Such Request shall be deemed to have been delivered
         when actually received by the Corporation. A Request shall include (a)
         the name, address and telephone number of the Restricted Holder, (b) a
         description of the shares of capital stock proposed to be Transferred
         by or to the Restricted


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         Holder, (c) the date on which the proposed Transfer is expected to take
         place, (d) the name of the proposed transferor and transferee of the
         capital stock to be transferred by or to the Restricted Holder, and (e)
         a Request that the Board of Directors authorize, if appropriate, the
         Transfer pursuant to subsection C hereof and inform the Restricted
         Holder of its determination regarding the proposed Transfer. If the
         Restricted Holder seeks to sell or dispose of shares of capital stock,
         then, within five business days of receipt by the President of a
         Request, a meeting of the Board of Directors shall be held to determine
         whether to authorize the proposed Transfer described in the Request
         under subsection C hereof. If the Restricted Holder seeks to purchase
         or acquire shares of capital stock, at the next regularly scheduled
         meeting of the Board of Directors following the fifth business day
         after receipt by the President of a Request, the Board of Directors
         will meet to determine whether to authorize the proposed Transfer
         described in the Request under subsection C hereof. The Board of
         Directors shall conclusively determine whether to authorize the
         proposed Transfer, in its sole discretion and judgment, and shall
         immediately cause the Restricted Holder making the Request to be
         informed of such determination.

                  B. Effect of Unauthorized Transfer. Any Transfer attempted to
         be made in violation of this Article ELEVENTH will be null and void. In
         the event of an attempted or purported Transfer involving a sale or
         disposition of capital stock in violation of this Article ELEVENTH the
         Restricted Holder shall remain the owner of such shares. In the event
         of an attempted or purported Transfer involving the purchase or
         acquisition by a Restricted Holder in violation of this Article
         ELEVENTH, the Corporation shall be deemed to be the exclusive and
         irrevocable agent for the transferor of such capital stock. The
         Corporation shall be such agent for the limited purpose of consummating
         a sale of such shares to a Person who is not a Restricted Holder (an
         "eligible transferee"), which may include, without limitation, the
         transferor. The record ownership of the subject shares shall remain in
         the name of the transferor until the shares have been sold by the
         Corporation or its assignee, as agent, to an eligible transferee. The
         Corporation shall be entitled to assign its agency hereunder to any
         person or entity including, but not limited to, the intended transferee
         of the shares, for the purpose of effecting a permitted sale of such
         shares. Neither the Corporation, as agent, nor any assignee of its
         agency hereunder, shall be deemed to be a stockholder of the
         Corporation nor be entitled to any rights of a stockholder of the
         Corporation, including, but not limited to, any right to vote such
         capital stock or to receive dividends or liquidating distributions in
         respect thereof, if any, but the Corporation or its assignee shall only
         have the right to sell and transfer such shares on behalf of and as
         agent for the transferor to another person or entity; provided,
         however, that a Transfer to such other person or entity does not
         violate the provisions of this Article ELEVENTH. The rights to vote and
         to receive dividends and liquidating distributions with respect to such
         shares shall remain with the transferor. The intended transferee shall
         not be entitled to any rights of stockholders of the Corporation,
         including, but not limited to, the rights to vote or to receive
         dividends and liquidating distributions with respect to such shares. In
         the event of a permitted sale and transfer, whether by the Corporation
         or its assignee, as agent, the proceeds to such sale shall be applied
         first to reimburse the Corporation or its assignee for any expenses
         incurred by the Corporation acting in its role as the agent for the
         sale of such shares, second to the extent of any remaining proceeds, to
         reimburse the intended transferee for any payments made to the
         transferor by such intended transferee for such shares, and the
         reminder, if any, to the original transferor.


<PAGE>


                  C. Authorization of Transfer of Capital Stock by a Restricted
         Holder. The Board of Directors shall authorize a Transfer by a
         Restricted Holder or to a Restricted Holder, if, in its sole discretion
         and judgment, it determines that the Transfer will not jeopardize the
         Corporation's preservation of its federal income tax attributes
         pursuant to Code Section 382. In deciding whether to approve any
         proposed Transfer of capital stock by or to a Restricted Holder, the
         Board of Directors may seek the advice of counsel with respect to the
         Corporation's preservation of its federal income tax attributes
         pursuant to Code Section 382 and may request all relevant information
         from the Restricted Holder with respect to all capital stock directly
         or indirectly owned by such Restricted Holder. Any Person who makes a
         Request of the Board of Directors pursuant to this subsection C to
         Transfer shares of capital stock shall reimburse the Corporation, on
         demand, for all costs and expenses incurred by the Corporation with
         respect to any proposed Transfer of capital stock, including, without
         limitation, the Corporation's costs and expenses incurred in
         determining whether to authorize that proposed Transfer.

                  D. Legend on Certificates. All certificates for shares of
         capital stock issued by the Corporation shall conspicuously bear the
         following legend:

            "Each of the Certificate of Incorporation (the "Certificate") and
            the By-laws (the "By- laws") of the Corporation contains
            restrictions prohibiting the sale, transfer, disposition, purchase
            or acquisition of any capital stock until September 30, 2009,
            without the authorization of the Board of Directors of the
            Corporation (the "Board of Directors"), by or to any holder (a) who
            beneficially owns directly or through attribution (as generally
            determined under Section 382 of the Internal Revenue Code of 1986,
            as amended (the "Code")) five percent or more of the value of the
            then issued and outstanding shares of capital stock of the
            Corporation or (b) who, upon the sale, transfer, disposition,
            purchase or acquisition of any capital stock of the Corporation
            would beneficially own directly or through attribution (as generally
            determined under Section 382 of the Code) five percent or more of
            the value of the then issued and outstanding capital stock of the
            Corporation, it that sale, transfer, disposition, purchase or
            acquisition would, in the sole discretion and judgment of the Board
            of Directors, jeopardize the Corporation's preservation of its
            federal income tax attributes pursuant to Section 382 of the Code.
            The Corporation will furnish without charge to the holder of record
            of this certificate a copy of the Certificate and/or By- laws,
            containing the above-referenced restrictions on transfer of stock,
            upon written request to the Corporation at its principal place of
            business."

            A new Article TWELTH is hereby added to the Certificate of
Incorporation of the Corporation to read as follows:


<PAGE>


                  "TWELTH: Indemnification. Each person who is or was or had
       agreed to become a director or officer of the Corporation, or each such
       person who is or was serving or who had agreed to serve at the request of
       the Board of Directors or an officer of the Corporation as an employee or
       agent of the Corporation or as a director, officer, employee or agent of
       another corporation, partnership, joint venture, trust or other
       enterprise (including the heirs, executors, administrators or estate of
       such person), shall be indemnified by the Corporation to the full extent
       permitted from time to time by the General Corporation Law of the State
       of Delaware as the same exists or may hereafter be amended (but, in the
       case of any such amendment, only to the extent that such amendment
       permits the Corporation to provide broader indemnification rights than
       said law permitted the Corporation to provide prior to such amendment) or
       any other applicable statutory or decisional laws as currently or
       hereafter in effect. Without limiting the generality or the effect of the
       foregoing, the Corporation may enter into one or more agreements with any
       person or adopt provisions or policies pursuant to the By-laws of the
       Corporation or otherwise which provide for indemnification greater or
       different than that provided in this Article TWELTH. Any amendment or
       repeal of this Article TWELTH shall not adversely affect any right or
       protection existing hereunder immediately prior to such amendment or
       repeal."

            A new Article THIRTEENTH is hereby added to the Certificate of
Incorporation of the Corporation to read as follows:

                  "THIRTEENTH: Limited Liability. 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
       liability (i) for any breach of the director's duty of loyalty to the
       Corporation or its stockholders, (ii) for acts or omissions not in good
       faith or which involve intentional misconduct or a knowing violation of
       law, (iii) under Section 174 of the General Corporation Law of the State
       of Delaware, as the same exists or may hereafter be amended, or (iv) for
       any transaction from which the director derived an improper personal
       benefit. Any amendment or repeal of this Article THIRTEENTH shall not
       adversely affect any right or protection of a director of the Corporation
       existing immediately prior to such amendment or repeal."

            THIRD: The amendments set forth herein were duly adopted pursuant to
Sections 222 and 242 of the Delaware General Corporation Law.


               IN WITNESS WHEREOF, the undersigned has executed this certificate
this 7th day of February, 2000.

               DVL, INC.

               /s/ Jay Thailer
               ----------------------------------------
               Jay Thailer, Secretary