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                                                                 Exhibit 3.08.01


                                    AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                      AUTOMOTIVE INFORMATION SYSTEMS, INC.

         I, the undersigned, Kenneth Norman, being the Secretary of Automotive
Information Systems, Inc. (the "Corporation"), a corporation organized under and
subject to the provisions of Chapter 302A, Minnesota Business Corporation Act,
do hereby certify that Pursuant to actions duly taken by the board of directors
and shareholders of the Corporation, the following resolutions were adopted:

         RESOLVED, That Article III of the Articles of Incorporation of the
Corporation is hereby amended in its entirety to read as follows:

         1.       The aggregate number of shares of all classes of capital stock
which the Corporation shall have authority to issue is Twenty Million
(20,000,000) shares, divided into two classes, of which Nineteen Million One
Hundred Thousand (19,100,000) shares shall be designated common stock, with par
value of $0.01 per share ("Common Stock"), and of which Nine Hundred Thousand
(900,000) shares shall be designated Series A convertible preferred stock, with
par value of $1.00 per share, ("Series A Preferred Stock") (and referred to
collectively, the "Capital Stock"). Subject to the terms and conditions set
forth below, the Board of Directors may, from time to time, issue any and all
shares of the Corporation authorized herein, and may determine the value of
non-monetary consideration received for shares.

         2.       The preferences, privileges, special rights, qualifications,
limitations and restrictions granted to or imposed upon each class or series of
shares of Capital Stock shall be as follows:

         (A)      Voting Rights.

                  On all matters submitted to the stockholders, each holder of
Common Stock shall have one vote for each share of Common Stock standing in the
name of such holder on the books of the Corporation, subject to the terms below.
Series A Preferred Stock shall be non-voting. No holder of any shares of Capital
Stock shall have any cumulative voting rights.

         (B)      Preemptive Rights.

                  None of the shares of Capital Stock of the Corporation shall
have preemptive rights.

         (C)      Preferred Stock.

                  (1) Dividends. The holders of record of Series A Preferred
Stock shall be entitled to receive cash dividends at the annual rate of $.08 per
share of Preferred Stock, paid semi-annually, when and as declared, and if so
declared, such dividends shall be paid within 30 days of such declaration,
provided that no dividend shall be declared and paid until completion of the
calendar year ended December 31, 1993. Dividends shall not accumulate unless
declared
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and not paid. No interest shall accrue on such cumulative dividends. No
dividends shall be declared or paid with respect to any shares of Common Stock
unless all cumulative dividends are paid on the Preferred Stock. Dividends shall
be made payable on the Capital Stock out of funds legally available for the
declaration of dividends.

                  (2)      Liquidation Right and Preference. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, or in the event of the sale of all or substantially all of its
assets to another person, or in the event of a consolidation or merger of the
Corporation with or into another corporation in which the Corporation is not the
surviving corporation, the holders of Series A Preferred Stock shall be entitled
to receive in cash, out of the assets of the Corporation, an amount equal to
$1.00 per share for each outstanding share of Series A Preferred Stock plus any
dividends accrued and not paid (the liquidation Preference") before any payment
shall be made or any assets distributed to the holders of Common Stock or any
other class of Capital Stock of the Corporation ranking junior to the Series A
Preferred Stock. If, upon any liquidation, dissolution or winding up of the
Corporation or the sale by the Corporation of all or substantially all of its
assets or such consolidation or merger, the assets of the Corporation are
insufficient to pay the Liquidation Preference to the holders of Series A
Preferred Stock, the holders of such Series A Preferred Stock shall share pro
rata in any such distribution in proportion to the full amounts to which they
would otherwise be respectively entitled. Following such payment to the holders
of Series A Preferred Stock upon such liquidation. dissolution, sale,
reorganization, consolidation or merger, subject to the rights of any class of
Capital Stock ranking junior to Series A Preferred Stock and senior to the
Common Stock which may then be authorized and outstanding, the holders of Common
Stock shall be paid an amount equal to the purchase price paid by each such
holder, in cash, and if the assets of the Corporation are insufficient to pay
this amount in full, the holders of such Common Stock shall share pro rata in
such distribution in proportion to the full holders amounts to which they would
otherwise be respectively entitled. Thereafter, all holders of the Capital
Stock, including the holders of the Series A Preferred Stock, shall be entitled
to share ratably in all the assets of the Corporation thereafter remaining. For
purposes of this distribution of assets to the holders of the Capital Stock in
general, the Series A Preferred Stock shall be counted on an as-if-converted
basis.

                  (3)      Conversion Rights.

                           (a)      Conversion Rights of Series A Preferred
                                    Stock.

                                    (i) Optional Conversion. In the event that
                           the Corporation fails to make an optional redemption
                           payment according to the schedule in Section
                           2(c)(5)(a), each share of Series A Preferred Stock
                           otherwise then subject to such redemption shall be
                           convertible at the option of the holder thereof into
                           Common Stock of the Corporation in accordance with
                           the provisions and subject to the adjustments
                           provided for in Section 2(C)(3)(a)(iii) hereof,
                           although each share of Series A Preferred Stock
                           called for redemption by the Corporation shall cease
                           to be convertible on and after the redemption date if
                           provision shall have been made for its payment. In
                           order to exercise the conversion privilege, a holder
                           of Series A Preferred Stock shall surrender the
                           certificate to the Corporation at its


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                           principal office, duly endorsed to the Corporation
                           and accompanied by written notice to the Corporation
                           that the holder elects to convert a specified portion
                           or all of such shares. Series A Preferred Stock
                           converted at the option of the holder shall be deemed
                           to have been converted on the day of surrender of the
                           certificate representing such shares for conversion
                           in accordance with the foregoing provisions, and at
                           such time the rights of the holder of such Series A
                           Preferred Stock, as such holder, shall cease and such
                           holder shall be treated for all purposes as the
                           record holder of Common Stock issuable upon
                           conversion. As promptly as practicable on or after
                           the conversion date, and subject to Section
                           2(C)(3)(a)(iii)[d] below, the Corporation shall issue
                           and mail or deliver to such holder a certificate or
                           certificates for the number of shares of Common Stock
                           issuable upon conversion, computed to the nearest one
                           hundredth of a full share, and a certificate or
                           certificates for the balance of Series A Preferred
                           Stock surrendered, if any, not so converted into
                           Common Stock.

                                    (ii) Mandatory Conversion. In the event that
                           shares of Series A Preferred Stock which are subject
                           to optional conversion are subsequently called for
                           redemption by the Corporation, the holder shall have
                           the election to either tender such shares of Series A
                           Preferred Stock for redemption or have the said
                           shares automatically converted into shares of Common
                           Stock, which election shall be made within thirty
                           (30) days of receipt of the redemption notice. Shares
                           not tendered for redemption within such thirty (30)
                           day period shall be deemed to be automatically
                           converted.

                                    (iii) Conversion Price and Adjustments. The
                           number of shares of Common Stock issuable in exchange
                           for each share of Series A Preferred Stock upon
                           optional conversion shall be equal to One Dollar
                           ($1.00), divided by the conversion price (the
                           "Conversion Price") then in effect for that series of
                           Preferred Stock. The Conversion Price for Series A
                           Preferred Stock shall initially be One Dollar
                           ($1.00), but shall be subject to adjustment from time
                           to time as hereinafter provided:

                                            [a] In case the Corporation shall at
                                    any time subdivide or split its outstanding
                                    Common Stock into a greater number of shares
                                    or declare any dividend payable in Common
                                    Stock, the Conversion Price in effect
                                    immediately prior to such subdivision, split
                                    or dividend shall be proportionately
                                    decreased, and conversely, in case the
                                    outstanding Common Stock of the Corporation
                                    shall be combined into a smaller number of
                                    shares, the Conversion Price in effect
                                    immediately prior to such combination shall
                                    be proportionately increased.

                                            [b] With the exception of 350,000
                                    shares of Common Stock of the Corporation
                                    which have been reserved for issuance of
                                    stock options to officers, directors and
                                    employees of the


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                                    Corporation, ("the Reserved Option Shares"),
                                    if and whenever the Corporation shall issue
                                    or sell any shares of Common Stock for a
                                    consideration per share less than the
                                    Conversion Price then in effect for Series A
                                    Preferred Stock (other than dividends
                                    payable in Common Stock) or shall issue any
                                    options, warrants or other rights for the
                                    purchase of such shares at a consideration
                                    per share of less than the Conversion Price
                                    then in effect for Series A Preferred Stock
                                    then, upon such issuance or sale of such
                                    shares; options; warrants or other purchase
                                    rights, the Conversion Price in effect
                                    immediately prior to such issuance or sale
                                    for Series A Preferred Stock shall be
                                    reduced to the price at which such shares of
                                    Common Stock were sold or at which shares of
                                    Common Stock are issuable upon the exercise
                                    of such options, warrants or other purchase
                                    rights. If any options or purchase rights
                                    that are taken into account in any such
                                    adjustment of the Conversion Price for
                                    Series A Preferred Stock subsequently expire
                                    without exercise, the Conversion Price for
                                    the Series A Preferred Stock shall be
                                    recomputed at the time of expiration by
                                    deleting such options or purchase rights.

                                            [c] No fractional Common Stock or
                                    scrip representing fractional shares of
                                    Common Stock shall be issued upon the
                                    conversion of Series A Preferred Stock.
                                    Instead of any fractional shares of Common
                                    Stock which would otherwise be issuable upon
                                    conversion of Series A Preferred Stock, the
                                    Corporation shall pay to the holder of the
                                    Series A Preferred Stock that were converted
                                    a cash adjustment in respect of such
                                    fractional shares in an amount equal to the
                                    same fraction of the market price per share
                                    of the Common Stock (as determined in a
                                    reasonable manner prescribed by the Board of
                                    Directors) at the close of business on the
                                    date of conversion.

                                            [d] In the event some but not all of
                                    the Series A Preferred Stock represented by
                                    a certificate or certificates surrendered by
                                    a holder are converted or redeemed, the
                                    Corporation shall execute and deliver to or
                                    on the order of the holder, at the expense
                                    of the Corporation, a new certificate
                                    representing the number of shares of Series
                                    A Preferred Stock which were not converted
                                    or redeemed.

                                    (iv) Notice of Conversion Price Adjustment.
                           Upon any adjustment of the Conversion Price, then and
                           in each such case the Corporation shall give written
                           notice thereof, by first-class mail, postage prepaid,
                           addressed to the registered holders of Series A
                           Preferred Stock at the addresses of such holders as
                           shown on the books of the Corporation, which notice
                           shall state the Conversion. Price resulting from such
                           adjustment and the increase or decrease, if any, in
                           the number of shares


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                           receivable at such price upon the conversion of
                           "Series A" Preferred Stock, setting forth, in
                           reasonable detail, the method of calculation and the
                           facts upon which such calculation is based.

                                    (v) Rights to Preconversion Dividends and
                           Other Distributions. In the event of conversion, the
                           holders of Series A Preferred Stock shall have the
                           following rights to dividends declared with respect
                           to the Common Stock, and certain properties received
                           by the holders of Common Stock:

                                            [a] Upon conversion, all accrued
                                    unpaid dividends, whether declared or
                                    undeclared, with respect to the converted
                                    Series A Preferred Stock to which the
                                    holders of the Series A Preferred Stock were
                                    entitled under Section 2(C) (1) shall (i)
                                    continue following conversion, or, (ii)
                                    subject to the election of the holder, may
                                    be converted into additional shares of
                                    Common Stock at the then existing Conversion
                                    Price.

                                            [b] In case prior to conversion the
                                    Corporation shall declare a dividend or
                                    distribution upon the Common Stock payable
                                    other than in cash out of earnings or
                                    surplus or other than in Common Stock, then
                                    thereafter each holder of shares of Series A
                                    Preferred Stock upon the conversion thereof
                                    will be entitled to receive the number of
                                    shares of Common Stock into which such
                                    Series A Preferred Stock shall respectively
                                    be converted, and, in addition and without
                                    payment therefor, the property which such
                                    holder would have received as a dividend if
                                    continuously since the record date for any
                                    such dividend or distribution such holder
                                    (aa) had been the record holder of the
                                    number of shares of Common Stock received
                                    upon such conversion, and (bb) had retained
                                    all dividends or distributions in stock or
                                    securities payable in respect of such Common
                                    Stock or in respect of any stock or
                                    securities paid as dividends or
                                    distributions and originating directly or
                                    indirectly from such Common Stock.

                                            [c] Subject to the provisions of
                                    Section 2(C) (2) regarding liquidation
                                    rights, if any capital reorganization or
                                    reclassification of the Capital Stock of the
                                    Corporation, or consolidation or merger of
                                    the Corporation, with another corporation or
                                    the sale of all or substantially all of its
                                    assets to another corporation shall be
                                    effected in such a way that holders of
                                    Common Stock shall be entitled to receive
                                    stock, securities or assets with respect to
                                    or in exchange for Common Stock, then, as a
                                    condition of such reorganization,
                                    reclassification, consolidation, merger or
                                    sale, lawful and adequate provision shall be
                                    made whereby the holders of Series A
                                    Preferred Stock shall thereafter have the
                                    right to receive, in lieu of the shares of
                                    Common Stock of


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                                    the Corporation immediately theretofore
                                    receivable upon the conversion of such
                                    Series A Preferred Stock, such shares of
                                    stock, securities or assets as may be issued
                                    or payable with respect to or in exchange
                                    for a number of shares of outstanding Common
                                    Stock equal to the number of shares of
                                    Common Stock immediately theretofore
                                    receivable upon the conversion or such
                                    Series A Preferred Stock had such
                                    reorganization, reclassification,
                                    consolidation, merger or sale not taken
                                    place, and in any such case appropriate
                                    provision shall be made with respect to the
                                    rights and interests of the holders of the
                                    Series A Preferred Stock to the end that the
                                    provisions hereof (including without
                                    limitation provisions for adjustments of the
                                    Conversion Price and of the number of shares
                                    receivable upon the conversion of such
                                    Series A Preferred Stock) shall thereafter
                                    be applicable as nearly as may be, in
                                    relation to any shares of stock, securities
                                    or assets thereafter receivable upon the
                                    conversion of such Series A Preferred Stock.
                                    The Corporation shall not effect any such
                                    consolidation, merger or sale, unless prior
                                    to the consummation thereof the surviving
                                    corporation (if other than the Corporation),
                                    the corporation resulting from such
                                    consolidation or the corporation purchasing
                                    such assets shall assume by written
                                    instrument executed and mailed to the
                                    registered holders of the Series A Preferred
                                    Stock at the last address of such holder
                                    appearing on the books of the Corporation,
                                    the obligation to deliver to such holders
                                    such shares of stock, securities or assets
                                    as, in accordance with the foregoing
                                    provisions, such holders may be entitled to
                                    receive.

                                    (v)      Notice of Certain Events. In case
                                             any time:

                                             [a] the Corporation shall pay any
                                    dividend payable in stock upon Common Stock
                                    or make any distribution (other than regular
                                    cash dividends) to the holders of Common
                                    Stock; or

                                             [b] the Corporation shall offer for
                                    subscription pro rata to the holders of
                                    Common Stock any additional shares of stock
                                    of any class or other rights; or

                                             [c] there shall be any capital
                                    reorganization, reclassification of the
                                    Capital Stock of the Corporation, or
                                    consolidation or merger of the Corporation
                                    with, or sale of all or substantially all of
                                    its assets, to another corporation;
                                    provided, however, that this provision shall
                                    not be applicable to the merger or
                                    consolidation of the Corporation with or
                                    into another corporation if, following such
                                    merger or consolidation the Stockholders of
                                    the Corporation immediately prior to such
                                    merger or consolidation own at least 80% of
                                    the equity of the combined entity; or


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                                             [d] there shall be a voluntary or
                                    involuntary dissolution, liquidation or
                                    winding up of the Corporation;

                                             then, in any one or more of said
                                    cases, the Corporation shall give written
                                    notice, by first-class mail, postage
                                    prepaid, addressed to the holders of Series
                                    A Preferred Stock at the address of such
                                    holders as shown on the books of the
                                    Corporation, of the date on which (aa) the
                                    books of the Corporation shall close or a
                                    record shall be taken for such dividend,
                                    distribution or subscription rights, or (bb)
                                    such reorganization, reclassification,
                                    consolidation, merger, sale dissolution,
                                    liquidation or winding up shall take place,
                                    as the case may be. Such notice shall also
                                    specify, the date as of which the holders of
                                    Common Stock of record shall participate in
                                    such dividend, distribution or subscription
                                    rights, or shall be entitled to exchange
                                    their Common Stock securities or other
                                    property deliverable upon such
                                    reorganization, reclassification,
                                    consolidation, merger, sale, dissolution,
                                    liquidation or winding up, as the case may
                                    be. Such written notice shall be given at
                                    least twenty (20) days prior to the action
                                    in question and not less than twenty (20)
                                    days prior to the record date or the date on
                                    which the Corporation's transfer books are
                                    closed in respect thereto.

                                    (vii) Reservation of Shares of Common Stock.
                           The Corporation shall at all time reserve and keep
                           available out of its authorized but unissued Common
                           Stock the full number of shares of such Common Stock
                           into which all shares of Series A Preferred Stock
                           from time to time outstanding are convertible.

         (5)      Redemption Rights.

                  (a) On or after March 1, 1994, and for each calendar year
         thereafter, the Corporation may, but shall not be required to, redeem,
         at a redemption price equal to One Dollar per share plus accrued but
         unpaid dividends, the following number of shares of Series A Preferred
         Stock on the following schedule:

                  March 1, 1994 -   200,000 shares
                  March 1, 1995 -   300,000 shares
                  March 1, 1996 -   up to 400,000 shares

                  In the event the Corporation does not redeem shares in any
         year, such shares shall thereafter become subject to optional
         conversion under Section 2(c)(3)(a)(i) hereof. All determinations as to
         shares subject to redemption shall be done on a pro rata basis among
         all holders of Series A Preferred Stock.

                  The redemption call shall be made in writing to the holders of
         record of Series A Preferred Stock and shall provide at least thirty
         (30) days to tender the shares to the Corporation. The redemption offer
         shall contain a calculation of the redemption price.


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         Any holder of Series A Preferred Stock who receives a redemption call
         in accordance with the schedule set forth above shall be obligated to
         tender his/her shares to the Corporation on or before the designated
         redemption date by surrendering the certificate or certificates
         evidencing the shares to be redeemed to the Corporation at the place
         designated in such notice and shall thereupon be entitled to receive
         payment from the Corporation for such shares. Shares not tendered shall
         nevertheless be treated as retired. If less than all of the shares
         represented by any such surrendered certificate or certificates are
         redeemed, the Corporation shall issue a new certificate for the
         unredeemed shares. If a redemption call is made after the dates
         scheduled above, then during the thirty (30) day period the holder of
         Series A Preferred Stock shall have the right, in lieu of accepting the
         redemption offer, to convert those shares of Series A Preferred Stock
         into Common Stock in accordance within the provisions and subject to
         the adjustments provided for in Section 2(c)(3)(a)(iii) by providing
         the Corporation with notice of such election. If the election to
         convert the shares of Preferred Stock is not made during such thirty
         (30) day period, the shares shall be deemed to be retired.

         FURTHER RESOLVED, That the President and Secretary of the Corporation
be and they are hereby authorized and directed to make, execute and acknowledge
a Certificate of the Corporation embracing the amendments to the Articles of
Incorporation and to cause such Certificate to be filed for record with the
Secretary of State of the State of Minnesota in the manner required by law, to
be made effective upon the date as set forth herein:

         IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
September, 1993.


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