


                                                                EXHIBIT 3 ( j )

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                                  STATE OF DELAWARE                  Page 1

                            OFFICE OF THE SECRETARY OF STATE



     I,  EDWARD J. FREEL,  secretary of state of the state of delaware, do 
hereby certify the attached is a true copy and correct copy of the certificate 
of amendment of "fidelity medical, inc.", changing its name from "fidelity 
medical, inc.", to "corniche group incorporated", filed in this office on the 
twenty-eighth dat of September, a.d. 1995, at 9 o'clock a.m. 

     a certified copy of this certificate has been forwarded to the kent 
county recorder of deeds for recording.


                  [DELAWARE'S STATE SEAL APPEARS AS WATERMARK]



                                   /s/  Edward J. Freel
                                   Edward J. Freel, Secretary of State
                                                   AUTHENTICATION:     7659162
                                                             DATE:     09-29-95
     0899444     0100
     950223828

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                                 CERTIFICATE OF AMENDMENT

                                            OF

                               CERTIFICATE OF INCORPORATION
 
                                           OF

                                  FIDELITY MEDICAL, INC.

                      (Under Section 242 of the General Corporation Law)

     The undersigned, being the President and Secretary, respectively, of 
Fidelity Medical, Inc., a corporation organized and existing under the laws of 
the State of Delaware (the "Corporation"), do hereby amend and certify as 
follows:

          1.     The name of the Corporation is Fidelity Medical, Inc.

          2.     The Certificate of Incorporation of the Corporation is hereby 
amended effective October 1, 1995 to effect the following amendments which 
were set forth in a resolution adopted by the board of directors and adopted 
by the holders of a majority of the outstanding shares of common stock of the 
Corporation entitled to vote thereon, in accordance with the provisions of 
Section 242 of the Delaware General Corporation Law: (a) to change the name of 
the Corporation, (b) to reduce the number of shares of common stock, par value 
$.01 per share ("Common Stock"), issued and outstanding by means of a reverse 
stock split of one share for every ten shares outstanding on October 1, 1995 
(without reducing the number of authorized common shares), and (c) to increase 
the number of authorized shares of Preferred Stock.

          3.     To accomplish the second of the foregoing amendments, Article 
FIRST of  the Restated Certificate of Incorporation is hereby amended to 
change the name of the corporation as follows: "The name of the Corporation is 
CORNICHE GROUP INCORPORATED."

          4.     To accomplish the second of the foregoing amendments, Article 
FOURTH of the Restated Certificate of Incorporation is amended by adding the 
following clause at the end of such Article, which reads in its entirety as 
follows:

                  Immediately prior to the date of filing this
                  Certificate of Amendment, there were 24,083,075
                  shares of Common Stock outstanding.  The Corporation
                  hereby is reducing the number of shares of Common Stock
                  issued and outstanding by means of a reverse stock split
                  of one for every ten shares outstanding on October 1, 
                  1995.  Upon surrender to the Corporation of certificates
                  (duly endorsed in blank) representing shares of common
                  Stock to be converted, certificates representing the
                  appropriate number of 

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                  shares of Common Stock will be issued.  with respect to
                  any resulting fractional shares, the Corporation shall (i)
                  arrange for the disposition of fractional interests by
                  those entitled thereto and (ii) pay in cash the fair 
                  value of fractions of a share as of the time when those
                  entitled to receive such fractions are determined.

          5.     To accomplish the third of the foregoing amendments, Article 
FOURTH of the Restated Certificate of Incorporation is restated in its 
entirety as follows (with the preceding paragraph to follow):

          FOURTH:   The total number of shares of stock which the Corporation 
shall have authority to issue is THIRTY FIVE MILLION (35,000,000) consisting 
of (i) Thirty Million(30,000,000) shares of Common Stock of the par value of 
$.10 per share and (ii) Five Million (5,000,000) shares of Preferred Stock of 
the par value of $.01 per share.

     The designations and the powers, preferences and right, and the 
qualifications, limitations or restrictions thereof of the Preferred Stock, 
and the Common Stock are as follows:

     A.     Preferred Stock.

          The Board of Directors is authorized, subject to limitations 
prescribed by law and the provisions of this Article FOURTH, to provide for 
the issuance of the Preferred Stock in series and by filing a Certificate 
pursuant to the Delaware General Corporation Law to establish the number of 
shares to be included in each such series.  The Preferred Stock may be issued 
either as a class without series, or as so determined from time to time by the 
Board of Directors, either in whole or in part in one or more series, each 
series to be appropriately designated by a distinguishing number, letter or 
title prior to the issue of any shares thereof.  Whenever the term "Preferred 
Stock" is used in this Article FOURTH, it shall be deemed to mean and include 
Preferred Stock issued as a class without series, or one or more series 
thereof, or both unless the context shall otherwise require.  There is hereby 
expressly granted to the Board of Directors of the Corporation authority, 
subject to the limitations provided by law, to fix the voting power, the 
designations, and the relative preferences, powers, participating, optional or 
other special rights, and the qualifications, limitations or restrictions 
thereof, of the shares of each series of said Preferred Stock and the 
variations in the relative powers, rights, preferences and limitations as 
between series, and to increase the number of shares constituting each series, 
and to decrease such number of shares (list not to less than tile number of 
outstanding shares of the series), in the resolution or resolutions adopted by 
the Board of Directors providing for the issue of said Preferred stock.

     The authority of the Board of Directors of die corporation with respect 
to each series shall include, but shall not be limited to, the authority to 
determine the following:

     1. The designation of the series;

     2. The number of shares initially constituting such series;

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     3. The increase, and the decrease to a number not less than the
number of the outstanding shares of such series, of the number of shares
constituting such series theretofore, fixed;

     4.  The rate or rates and the times and conditions under which dividends
on the shares of such series shall be paid, and, (i) if such dividends are 
payable in preference to, or in relation to, the dividends payable on any 
other class or classes of stock, the terms and conditions of such payment, and 
(ii) if such dividends shall be cumulative, the date or dates from and after 
which they shall accumulate;

     5.  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 conditions and at different 
redemption dates;

     6.  The amount payable on the shares of such series in the event of the 
dissolution of, or upon any distribution of the assets of, the Corporation;

     7.  Whether or not the shares of such series may be convertible into, or 
exchangeable for, shares, of any other class or series and the price or prices 
and the rates of exchange and the terms of any adjustments to be made in 
connection with such conversion or exchange;

     8.  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 or less than one vote per share;

     9.  Whether or not a purchase fund shall be provided for the shares of
such series, and, if such a purchase fund shall be provided, the terms and 
conditions thereof;

     10.  Whether or not a sinking fund shall be provided for the redemption of 
the shares of such series and if such a sinking fund shall be provided, the 
terms and conditions thereof; and

     11.  Any other powers, preferences and relative, participating, optional, 
or other special rights, and qualifications, limitations or restrictions 
thereof, as shall not be inconsistent with the provisions of this Article 
FOURTH or the limitations provided by law.

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B.     Common Stock.

     1.  Subject to the rights of the Preferred stockholders, the holders of
the Common Stock shall be entitled to receive such dividends as may be declared
thereon by the Board of Directors of the Corporation in its discretion, from 
time to time, out of any funds or assets of the Corporation lawfully available 
for the payment of such dividends.

     2.  In the event of any liquidation, dissolution or winding up of the 
Corporation, or any reduction of its capital, resulting in a distribution of 
its assets to its stockholders, whether voluntary or involuntary, then, after 
there shall have been paid or set apart for the holders of the Preferred Stock 
the full preferential amounts to which they are entitled, the holders of the 
Common Stock shall be entitled to receive as a class, pro rata, the remaining 
assets of the Corporation available for distribution to its stockholders.

     3.  For any and all purposes of this Certificate of Incorporation neither 
the merger or consolidation of the Corporation into or with any other 
corporation, nor the merger or consolidation of any other corporation into or 
with the Corporation, nor a sale, transfer or lease of all or substantially 
all of the assets of the Corporation, or any other transaction or series of 
transactions having the effect of a reorganization shall be deemed to be a 
liquidation, dissolution or winding-up of the Corporation.

     4.  Except as otherwise expressly provided by, law or in a resolution of 
the Board of Director, providing voting rights to the holders of the Preferred 
Stock, the holders of the Common Stock shall possess exclusive voting power 
for the election of directors and for all other purposes and each holder 
thereof shall be entitled to one vote for each share thereof.

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          IN WITNESS WHEREOF,  the undersigned being duly elected officers of 
the above-named corporation, have executed this Certificate of Amendment and 
affirm the statements herein contained on this 28th day of September, 1995.



                              FIDELITY MEDICAL INC.


                              By: /s/ Brian J. Baylis                    
                                  Brian J. Baylis, President

ATTEST:


/s/ Susan A.M. Crisp                  
Susan A. M. Crisp, Secretary

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