Exhibit 3.3

                            CERTIFICATE OF AMENDMENT

                                       OF

                           DISTINCTIVE DEVICES, INC.

                          (Pursuant to Section 805 of
                     the New York Business Corporation Law)

   Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned hereby certifies as follows:

   1. The name of the corporation is Distinctive Devices, Inc., a corporation
organized and existing under the laws of the State of New York (the
"Corporation").  The Corporation was formed under the name of Leasatronic
Machine Corp.

   2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on May 5, 1961.

   3. The Certificate of Incorporation of the Corporation, as now in full force
and effect, is hereby amended by the addition to Article THIRD of a provision
stating the number, designation, relative rights, preferences and limitations of
a Series C Preferred Stock of the par value of $1.00 each, as fixed by the Board
of Directors before the issuance of such Series, under authority vested in the
Board of Directors in the Certificate of Incorporation, and as permitted by
Section 502 of the Business Corporation Law, as follows:

     (f)    Series C Preferred Stock

There is hereby created a series of preferred shares of the corporation
designated 'Series C Preferred Stock' consisting of 60,000 shares (hereinafter
called the 'Series C Preferred Stock').  Such number of shares constituting the
Series C Preferred Stock may be increased or decreased from time to time by the
Board of Directors, in accordance with the authority contained in the
Certificate of Incorporation, in respect of any unissued shares of such series,
provided that the aggregate number of shares constituting such series, together
with all other series of preferred shares, shall in no event exceed the
aggregate number of shares of preferred stock authorized in this Certificate of
Incorporation.

The relative rights, preferences and limitations of the Series C Preferred Stock
are as set forth in the Certificate of Incorporation as heretofore amended, and,
in addition, are as follows:

     (1)     General.  All shares of Series C Preferred Stock shall be identical
with each other in all respects.  All shares of Series C Preferred Stock shall
be of such rank as to any other outstanding series of Preferred Stock, if any,
of the Corporation as to dividends and as to distributions upon liquidation,
dissolution or winding up, as shall be provided herein and in the resolutions of
the Board of Directors of the Corporation creating such other series of
Preferred Stock.

   (2)     Conversion.

     (i) Conversion.  Following the approval by the Corporation's shareholders
of an amendment to the Certificate of Incorporation increasing the number of
authorized shares of Common Stock to a number sufficient for conversion of all
of outstanding shares of Series C Preferred Stock into authorized but unissued
shares of Common Stock (the "Certificate Amendment"), and effective on the date
that the Certificate Amendment is filed with the New York Secretary of State,
each outstanding share of Series C Preferred Stock shall automatically be
converted into shares of Common Stock at the rate (the "Conversion Rate") of one
hundred and twenty five (125) shares of Common Stock for each one (1) share of
Series C Preferred Stock.  The date of such conversion is referred to herein as
the "Conversion Date".

     (ii) Adjustment.  In the event of a stock split (forward or reverse), stock
dividend, reorganization, recapitalization or other event affecting the Common
Stock or the Series C Preferred Stock, the Board of Directors of the Corporation
shall make an equitable adjustment in the Conversion Rate, if necessary, to
reflect such event in order to preserve the foregoing Conversion Rate.  In the
case of any capital reorganization of the Corporation, or any consolidation or
merger of the Corporation with or into another corporation, or any sale or
conveyance to another corporation of all or substantially all of the property of
the Corporation, the holder of each share of Series C Preferred Stock then
outstanding shall have the right thereafter to convert such share into the kind
and amount of shares of stock and other securities and property receivable upon
such reorganization, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock of the Corporation into which such share of
Series C Preferred Stock might have been converted immediately prior to such
reorganization, consolidation, merger, sale or conveyance, and shall have no
further conversion rights under these provisions; and any such resulting or
surviving corporation shall expressly assume the obligation to deliver, upon the
exercise of the conversion privilege, such shares, securities or property as the
holders of the Series C Preferred Stock shall be entitled to receive pursuant to
the provisions hereof.  In the case securities or property other than Common
Stock shall be issuable or deliverable upon conversion as aforesaid, then all
references in this subparagraph (ii) to Common Stock shall be deemed to apply,
so far as appropriate and as nearly as may be, to such other securities or
property.  The provisions of this subparagraph shall apply to successive stock
splits, stock dividends, reorganizations, recapitalizations or other events
affecting the Common Stock or the Series C Preferred Stock.  Whenever onversion
Rate and/or the securities issuable upon conversion is adjusted as herein
provided, the Corporation shall give notice to the holders of the Series C
Preferred Stock of such adjustment setting forth the new Conversion Rate and the
number of shares of Common Stock (or other securities) issuable upon conversion
and a brief statement of the facts requiring such adjustment and the computation
by which such adjustment was made.

     (iii) Procedure for Conversion.  Immediately following the Conversion Date,
the Corporation shall send notice to each holder of Series C Preferred Stock
advising the holder of the conversion and requesting that the holder surrender
at the principal office of the Corporation (or at such other place as the Board
of Directors of the Corporation shall have designated for such purpose) the
certificate or certificates for the holder's shares of Series C Preferred Stock
properly endorsed in blank for transfer or accompanied by a proper instrument of
assignment or transfer in blank and bearing any necessary transfer tax stamps
thereto affixed and cancelled, together with a written request stating the name
or names in which the holder wishes the certificate or certificates for shares
of Common Stock to be issued.  Promptly after receiving the documents specified
in the immediately preceding sentence, the Corporation shall cause the transfer
agent to deliver to such holder of Series C Preferred Stock or to the holder's
nominee or nominees, a certificate or certificates for the number of full shares
of Common Stock to which the holder shall be entitled as aforesaid.

     (iv) No Fractional Shares.  No fractional shares of Common Stock shall be
issued upon conversion of Series C Preferred Stock.  In lieu of fractional
shares, the number of shares of Common Stock issuable upon conversion shall be
rounded up or down to the nearest whole share of Common Stock.

     (v) Effect of Conversion.  All shares of Series C Preferred Stock which
shall have been converted as provided in this Paragraph (2) shall no longer be
deemed to be outstanding as of the Conversion Date and all rights with respect
to such shares shall forthwith cease and terminate except for the right of the
holders thereof to receive full shares of Common Stock, and such shares shall
return to the status of authorized but unissued Preferred Stock of no designated
series and shall not be issuable by the Corporation as Series C Preferred Stock.

   (3)     Voting Rights.

      (i) Generally.  Except as set forth in Subparagraph (ii) below, (x) the
holder of each issued and outstanding share of Series C Preferred Stock shall
have the right to cast one hundred and twenty five (125) votes (or such other
votes per share equal to the Conversion Rate on the record date for voting) on
every matter duly brought before the holders of Common Stock at all meetings of
shareholders of the Corporation to be held prior to the Conversion Date; and (y)
the holders of Series C Preferred Stock and the holders of Common Stock shall
vote together as one class on all matters submitted to a vote of the
shareholders of the Corporation.

      (ii) Separate Vote.  The holders of a majority of the outstanding Series C
Preferred Stock, voting as a separate class and having one vote per share, shall
be required to approve:

        (a) the amendment of the terms and conditions of the Series C Preferred
            Stock;

       (b) the issuance of any securities with rights, preferences and
           privileges (the "Preferences") superior to the Preferences of the
           Series C Preferred Stock; or

       (c) the redemption of any Common Stock of the Corporation.

  (4)     Dividends.  The holder of each issued and outstanding share of Series
C Preferred Stock shall have the right to participate in all dividends declared
with respect to the Common Stock, on an as converted to Common Stock basis, as
determined on the date on which any such dividends are declared.

   (5)     Liquidation Preference.  In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation (a
"Liquidation"), the holders of the Series C Preferred Stock shall be entitled to
participate together with the holders of the Common Stock on a basis as though
each outstanding share of Series C Preferred Stock were converted into Common
Stock at the Conversion Rate in effect on the date the Liquidation takes place.
Neither the consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale of all or substantially all of the
Corporation's assets, nor the distribution to the shareholders of the
Corporation of all or substantially all of the consideration for such sale,
unless such consideration (apart from assumption of liabilities) or the net
proceeds thereof consists substantially in cash, shall be deemed a Liquidation.

   (6)     Redemption.  The holders of the Series C Preferred Stock shall have
no right to require the Corporation to redeem all or any part of their shares of
Series C Preferred Stock.

   4. This amendment was authorized by the Board of Directors at a duly held
meeting of the Board.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to
be executed by a duly authorized officer on the 20th day of December, 2001.




                                 /s/ Sanjay Mody
                                 Name:  Sanjay Mody
                                 Title:    President