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                                                                   EXHIBIT 3.1.4


                            CERTIFICATE OF AMENDMENT
                        OF CERTIFICATE OF INCORPORATION
                            OF E-Z SERVE CORPORATION



         E-Z Serve Corporation, a Delaware corporation (the "Corporation"),
hereby certifies that:

         FIRST: At a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth proposed amendments to the Amended
and Restated Certificate of Incorporation of the Corporation, declaring the
amendments to be advisable and putting forth such amendments for consideration
at the special meeting of the stockholders.  The resolutions setting forth the
proposed amendments are as follows:

                 RESOLVED, that the first paragraph of Article Four of the
         Company's Amended and Restated Certificate of Incorporation be amended
         in its entirety to read as follows:

                 "The aggregate number of shares which the Corporation shall
         have the authority to issue is one hundred three million (103,000,000)
         of which one hundred million (100,000,000) shares shall be designated
         as Common Stock, par value $0.01 per share; and three million
         (3,000,000) shall be designated as Preferred Stock, par value $0.01
         per share."

         ; and further

                 RESOLVED, that the Certificate of Designation, Preferences and
         Rights of $6.00 Convertible Preferred Stock, Series C ("Series C
         Designation") contained as part of the Company's Amended and Restated
         Certificate of Incorporation be amended as follows:
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         a.      The first sentence of the first paragraph of Section 7 of the
         Series C Designation is hereby amended in its entirety to read as
         follows, with the rest of such paragraph to remain as it presently
         exists:

         "SECTION 7--Ranking--The Series C Preferred Stock shall rank in right
         of payment of dividends and as to distributions in the event of a
         voluntary or involuntary liquidation, dissolution or winding up of the
         affairs of the Corporation, senior to the Corporation's currently
         authorized Common Stock or any other capital stock ranking junior to
         the Series C Preferred Stock (the capital stock referenced in this
         clause collectively referred to herein as the "Other Capital Stock")."

         b.      The second sentence of Section 10(e) of the Series C
         Designation is hereby amended in its entirety to read as follows, with
         the rest of such paragraph to remain as it presently exists:

         "Notwithstanding the foregoing, no adjustment of the number of shares
         of Common Stock into which each share of the Series C Preferred Stock
         is convertible shall be made in connection with the issuance or sale
         by the Corporation of any shares of Common Stock issued or sold (A)
         upon exercise of any stock options granted by the Corporation pursuant
         to any stock option plan of the Corporation, or otherwise issued or
         sold as compensation to any officer, director or employee of the
         Corporation or any of its subsidiaries, (B) pursuant to the Consulting
         Agreement between the Corporation and Herbert Hitchings, (C) upon the
         sale of the Corporation's Series B Convertible Preferred Stock, Series
         D Convertible Preferred Stock, Series E Convertible Preferred Stock or
         Series F Convertible Preferred Stock ("Preferred Stock") or the
         conversion of the Preferred Stock





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         into shares of Common Stock, (D) upon the sale or exercise of warrants
         to purchase Series D Convertible Preferred Stock and upon the issuance
         of Common Stock for the accrued but unpaid dividends on the shares of
         Series B Preferred Stock of TOC Retail, Inc. in connection with the
         exercise of such warrants, or (E) upon the exercise of warrants issued
         pursuant to that certain Warrant Subscription Agreement dated as of
         April 21, 1993, among the Company, Phemus Corporation and
         Intercontinental Mining & Resources Incorporated."

         SECOND: Pursuant to a resolution of the Corporation's Board of
Directors, the special meeting of the stockholders of the Corporation was duly
called and held on October 29, 1993, upon notice in accordance with the
Delaware General Corporation Law at which meeting the necessary number of
shares as required by statute were voted in favor of the amendments.

         THIRD: The amendments were 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 to be
signed by Neil H. McLaurin, its President, and attested to by John T. Miller,
its Secretary, on October 29, 1993.

                                        E-Z SERVE CORPORATION



                                        By:     /s/ Neil H. McLaurin 
                                           --------------------------
                                        Name:   Neil H. McLaurin 
                                        Title:  President





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Attest:



By:     /s/ John T. Miller
   ------------------------
Name:   John T. Miller
Title:  Secretary





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