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                                                                 EXHIBIT 3.01(b)

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          AMERIQUEST TECHNOLOGIES, INC.


         AmeriQuest Technologies, Inc., a corporation existing under the
Delaware General Corporation Law (the "Corporation") does hereby certify the
following:

                  FIRST.  The name of the corporation is AmeriQuest 
Technologies, Inc.

                  SECOND.  The Board of Directors  of the  Corporation  duly 
adopted a resolution at a meeting of the Board of Directors of the Corporation
pursuant to the provisions of Section 242 of the Delaware General Corporation
Law to increase the number of shares of authorized Common Stock of the
Corporation. The resolution setting forth the proposed amendment is as follows:

                  "RESOLVED, that the Certificate of Incorporation of
                  the Corporation be amended by changing the Article numbered
                  FOURTH to read as follows:

                  FOURTH. The total number of shares which the corporation shall
                  have authority to issue is 205,000,000, of which 200,000,000
                  shares shall be Common Stock, $.01 par value ("Common"), and
                  5,000,000 shares shall be Preferred Stock, $.01 par value
                  ("Preferred Stock").

                  The Board of Directors is authorized, subject to the
                  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
                  applicable laws of the State of Delaware, to establish from
                  time to time the number of shares to be included in each such
                  series, and to fix the designation, powers, preferences and
                  rights of the shares of each such series and the
                  qualifications, limitations or restrictions thereof. The
                  authority of the Board of Directors with respect to each such
                  series shall include, but not be limited to, the determination
                  of the following:

                  "(a) The number of shares constituting that series and the
                  distinctive designation of that series; (b) The dividend rate,
                  if any, on the shares of that series, whether dividends shall
                  be cumulative, and, if so, from which date or dates, and the
                  relative priority, if any, of payment of dividends on shares
                  of that series; (c) Whether that series shall have voting
                  rights, in addition to the voting rights expressly required by
                  law, and, if so, the terms of such voting rights; (d) Whether
                  that series shall have conversion privileges, and, if so, the
                  terms and conditions of such conversion, including provisions
                  for adjustment of the conversion rate in such events as the
                  Board of Directors shall determine; (e) Whether or not the
                  shares of that series shall be redeemable, and, if so, the
                  terms and conditions of such redemption, including the date or
                  dates upon or after which they shall be redeemable, and the
                  amount per share payable in the case of redemption, which
                  amount may vary under different conditions and at different
                  redemption dates; (f) Whether that series shall have a sinking
                  fund for the redemption or purchase of shares of that series,
                  and, if so, the terms and amount of such sinking fund for the
                  redemption or purchase of shares of 

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                  that series, and, if so, the terms and amount of such
                  sinking fund; (g) The rights of the shares of that series in
                  the event of a voluntary or involuntary liquidation,
                  dissolution or winding up of the corporation, and the relative
                  rights of priority, if any, of payment of shares of that
                  series; and (h) Any other relative rights, preferences and
                  limitations of that series."

                  THIRD. The foregoing Amendment to the Certificate of
Incorporation of the Corporation was approved and adopted at an Annual Meeting
of Stockholders by shareholders, voting in person and by proxy, holding shares
entitling them to exercise at least a majority of the voting power of the
outstanding shares (no greater proportion of the outstanding shares being
required by the provisions of the Certificate of Incorporation of the
Corporation or an amendment thereof) pursuant to the provisions of Section 212
of the Delaware General Corporation Law. A total of 27,784,573 shares of Common
Stock, 810,811 shares of Series A Preferred Stock (with voting rights equal to
8,108,110 shares of Common Stock), 1,785,714 shares of Series B Preferred Stock
(with voting rights equal to 17,857,140 shares of Common Stock), 198,341 shares
of Series D Preferred Stock (with voting rights equal to 1,983,410 shares of
Common Stock), 102,908 shares of Series E Preferred Stock (with voting rights
equal to 2,572,700 shares of Common Stock) and 25,830.1 shares of Series G
Preferred Stock (with voting rights equal to 2,583,010 shares of Common Stock)
were outstanding at the time of the vote, with all such classes voting together
and not as separate classes of stock. Accordingly, said amendment was duly
adopted in accordance with the provisions of Section 242 of the Delaware General
Corporation Law.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be signed by D. Stephen DeWindt, its Chief Executive
Officer and Holger Heims, its Secretary, this 29th day of March, 1996.



                                    AmeriQuest Technologies, Inc.
ATTEST:


------------------------------      -------------------------------------
Holger Heims, Secretary             D. Stephen DeWindt, Chief Executive Officer




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