Exhibit 3.3
                                                             4networld.com, Inc.

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            MEDTECH DIAGNOSTICS, INC.


     MEDTECH DIAGNOSTICS, 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 Board of Directors of MEDTECH DIAGNOSTICS, INC. duly adopted
          resolutions setting forth proposed amendments to the Certificate of
          Incorporation of the Corporation, declaring said amendments to be
          advisable and calling a meeting of the stockholders of the Corporation
          for consideration thereof.

SECOND:   That the Certificate of Incorporation of the Corporation is hereby
          amended by changing the Article thereof numbered FIRST so that, as
          amended, said Article shall be and read as follows:

          FIRST: The name of the corporation is: 4networld.com, Inc.

THIRD:   That the Certificate of Incorporation of the Corporation is hereby
         amended by changing the Article thereof numbered FOURTH so that, as
         amended, said Article shall be and read as follows:

         FOURTH: The corporation shall be authorized to issue the following
                 shares:

                 Class               Number of Shares           Par Value
                 -----               ----------------           ---------
                 Common Stock        100,000,000                $.00001

                 Preferred Stock     5,000,000                  $.01

                 Common Stock
                 ------------

                           Each share of Common Stock currently issued and
                           outstanding or issued and held in the treasury of the
                           Corporation as of the close of business on the date
                           on which this Certificate of Amendment of the
                           Certificate of Incorporation of the Corporation
                           adding this paragraph shall become effective (the
                           "Effective Date"), is hereby automatically and
                           without further action reclassified, converted and
                           changed to provide that one (1) "new" share of common
                           stock of the Corporation will be exchanged for each
                           fifty (50) shares of

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                           currently issued and outstanding common stock of the
                           Corporation, any fractional shares of common stock
                           which result from this share exchange will not be
                           issued but will be rounded up and exchanged for one
                           (1) whole share of the "new" common stock. The "new"
                           common stock issued in this exchange will have the
                           same rights and preferences as the currently
                           outstanding shares of common stock of the Company.

                  Preferred Stock
                  ---------------

                           Subject to the provisions of this Certificate of
                           Incorporation, the Board of Directors is authorized,
                           subject to limitations prescribed by law, to provide
                           for the issuance of the shares of preferred stock in
                           series, and by filing a certificate pursuant to the
                           applicable law 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 series shall include,
                           but not be limited to, determination of the
                           following:

                           (a) The number of shares constituting that series and
                           the distinctive designation of that series;

                           (b) The dividend rate on the shares of that series,
                           whether dividends shall be cumulative, and, if so,
                           from which date or dates, and the relative rights of
                           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 provided 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 provision 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 date upon or
                           after which they shall be redeemable, and the amount
                           per share payable in 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; and

                           (g) The rights of the shares of that series in the
                           event of 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."

FOURTH:  That thereafter, pursuant to resolution of its Board of Directors, a
         special meeting of the stockholders of said corporation was duly
         called and held, upon notice in accordance with Section 222 of the
         General Corporation Law of the State of Delaware at which meeting the

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         necessary number of shares as required by statute were voted in favor
         of the amendment.

FIFTH:   That said amendment was duly adopted in accordance with the provisions
         of Section 242 of the General Corporation Law of the State of
         Delaware.

SIXTH:   That the capital of said corporation shall not be reduced under or by
         reason of said amendment.

IN WITNESS WHEREOF, said , has caused this certificate to be signed by Steven N.
Bronson, its President and attested to by Steven N. Bronson, its Secretary, this
day of May, 2000.

                                                     /s/ Steven N. Bronson
                                                     --------------------------
                                                     By: Steven N. Bronson
                                                         President