EXHIBIT 3.1.2


I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF AMENDMENT OF "THE UNITED STATES BASKETBALL LEAGUE,
INC.", FILED IN THIS OFFICE ON THE FIFTH DAY OF MARCH 1986, AT 9 O'CLOCK
A.M.















                                            /S/ Edward J. Freel
                                            Edward J. Freel, Secretary of State





                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                            (Pursuant to Section 242)

THE UNITED STATES BASKETBALL LEAGUE INC., 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 written consent of the necessary number of shares required by
statue of the stockholders of the UNITED STATES BASKETBALL LEAGUE, INC., was
given in accordance with section 228 of the General Corporation Law of Delaware.
setting forth an amendment to the Certificate of Incorporation of said
corporation. The amendment to the Certificate of Incorporation is as follows:

           Article FOURTH of the Certificate of Incorporation of this
           corporation is hereby amended to read as follows:

           "FOURTH: the total number of shares which the corporation is
           authorized to issue is Thirty Million (30,000,000) shares of voting
           Common Stock, each of which shall have a par value of $.001".

SECOND: Prompt notice of the taking of the corporate action amending the
Certificate of Incorporation in the manner set forth above is being given to all
stockholders who had not consented in writing, as provided by Section 228 of the
General Corporation Law of the State of Delaware.

THIRD: The 6,250,000 outstanding shares of Common Stock were split on a
two-for-one basis, so that, after the two-for-one split, the corporation has
issued and outstanding 12.500.000 shares of Common Stock, $.001 par value per
share.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by
Daniel T. Meisenheimer III, its President, and attested by Richard C.
Meisenheimer, its Secretary, this 28th day of February, 1986.

                                     THE UNITED STATES BASKETBALL LEAGUE, INC.

                                     By:   /S/ Daniel T. Meisenheimer III, Pres.
                                           Daniel T. Meisenheimer III, President
ATTESTED
  /S/ Richard C. Meisenheimer
Richard C. Meisenheimer, Secretary