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                                                                   EXHIBIT 3.2.1

                         CERTIFICATE OF AMENDMENT OF THE

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                               OF LANDACORP, INC.

      Landacorp, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), hereby certifies that:

      A. The name of this Corporation is Landacorp, Inc.

      B. The date of filing of this Corporation's original Certificate of
Incorporation with the Secretary of State of Delaware was October 15, 1999.

      C. Pursuant to Sections 242 and 245 of the Delaware General Corporation
law, this Certificate of Amendment restates, integrates and amends the
provisions of the Corporation's Second Amended and Restated Certificate of
Incorporation, as follows:

            1. Article Seven shall be amended to read in its entirety as
follows:

      SEVENTH: A. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
designated in the Bylaws of the Corporation.

      B. Each director shall serve until his or her successor is duly elected
and qualified or until his or her death, resignation, or removal. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

      C. Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other causes shall be filled by
either (i) the affirmative vote of the holders of a majority of the voting power
of the then-outstanding shares of voting stock of the Corporation entitled to
vote generally in the election of directors (the "Voting Stock") voting together
as a single class; or (ii) by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Newly created directorships resulting from any increase in the
number of directors shall, unless the Board of Directors determines by
resolution that any such newly created directorship shall be filled by the
stockholders, be filled only by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.




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      D. No action shall be taken by the stockholders of the Corporation except
at an annual or special meeting of the stockholders called in accordance with
the Bylaws, and no action shall be taken by the stockholders of the Corporation
by written consent.

      E. Any director, or the entire Board of Directors, may be removed from
office at any time with or without cause by the affirmative vote of the holders
of at least a majority of the voting power of all of the then outstanding shares
of the Voting Stock, voting together as a single class.

      IN WITNESS WHEREOF, Landacorp, Inc. has caused this Certificate of
Amendment to the Second Amended and Restated Certificate of Incorporation to be
signed by Eugene J. Miller, its President, and attested by Mark Rapoport, its
Secretary, this 10th day of June, 2003.

                                               LANDACORP, INC.




                                               /s/ EUGENE J. MILLER
                                               ---------------------------------
                                               Eugene J. Miller, President

Attested:


/s/ MARK RAPOPORT
----------------------------------------------
Mark Rapoport, Secretary