CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             UNIVERSAL HEIGHTS, INC.


     Universal Heights,  Inc. (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,  by the  unanimous
written  consent of its members  and filed with the minutes of the  Corporation,
adopted a resolution  proposing and declaring  advisable the following amendment
to the Amended and Restated Certificate of Incorporation of the Corporation:

     RESOLVED,  that the  Corporation  shall  amend  its  Amended  and  Restated
Certificate  of  Incorporation  by deleting in its  entirety  paragraph  (a) and
subparagraphs  (i) and (ii)  thereunder of ARTICLE IV and inserting in its place
the following:

                                   ARTICLE IV

     (a)  The  total  number  of  shares  of all  classes  of  stock  which  the
Corporation shall have authority to issue is 41,000,000 shares, of which:

          (i)   40,000,000 shares shall be designated as Common Stock,  having a
par value of $.01 per share (the "Common Stock"); and

          (ii)  1,000,000 shares shall be designated as Preferred Stock,  having
a par value of $.01 per share.

     All  other  provisions  of  Article  IV of the  Corporation's  Amended  and
Restated   Certificate  of  Incorporation   and  all  other  provisions  of  the
Corporation's  Amended and Restated  Certificate of  Incorporation  shall remain
unchanged and in full force and effect.

     SECOND: That in lieu of a meeting and vote of stockholders,  the holders of
outstanding  shares of Common Stock  having not less than the minimum  number of
votes which would be  necessary to authorize or take such action at a meeting at
which all shares  entitled  to vote  thereon  were  present and voted have given
their written  consent to said  amendment in accordance  with the  provisions of
Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable  provisions of Section 242 and Section 228 of the General Corporation
Law of the State of Delaware.



     IN WITNESS WHEREOF, the Corporation issued this certificate to be signed by
Bradley I. Meier,  its President,  and attested by Irwin Kellner,  its Secretary
this 30th day of September, 1998.

                                              Universal Heights, Inc.


                                              By:  /s/ Bradley I. Meier
                                                   Bradley I. Meier, President


(SEAL)

ATTEST
By: /s/ Irwin Kellner
    Irwin Kellner, Secretary