Exhibit 3.3

                     Amendment to Articles of Incorporation
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             ICC TECHNOLOGIES, INC.


         ICC TECHNOLOGIES, 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 during a meeting of the Board of Directors of ICC
TECHNOLOGIES, INC. held on November 20, 1998, resolutions were duly adopted
setting forth proposed amendments to the Certificate of Incorporation of said
corporation, declaring said amendments to be advisable and calling a meeting of
the stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:

                  RESOLVED, that the Certificate of Incorporation of this
         corporation be 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 Rare Medium
                  Group, Inc."

                  FURTHER RESOLVED, that the Certificate of Incorporation of
         this corporation be further amended by changing the Article thereof
         numbered FOURTH, so that, as amended said Article shall be and read as
         follows:

                           "FOURTH: The aggregate number of shares which the
                  corporation shall have the authority to issue shall be:

                           Two Hundred Million (200,000,000) shares of Common
                           Stock, each of which shall have a par value of One
                           Cent ($0.01), and Ten Million (10,000,000) shares of
                           Preferred Stock, each of which shall have a par value
                           of One Cent ($0.01). The Board of Directors, in its
                           sole direction shall have full and complete
                           authority, by resolutions, from time to time, to
                           establish one or more series or classes and to issue
                           shares of Preferred Stock, and to fix, determine and
                           vary the voting rights, designations, preferences,
                           restrictions, qualifications, privileges,
                           limitations, options, conversion rights and other
                           special rights of each series or class of Preferred
                           Stock, including, but not limited to, dividend rates
                           and manner of payment, preferential amounts payable
                           upon voluntary or involuntary liquidation, voting
                           rights, conversion rights, redemption prices, terms
                           and conditions and sinking fund and stock purchase
                           prices, terms and conditions."

                  FURTHER RESOLVED, that the Certificate of Incorporation of
         this corporation be further amended by adding the Article numbered
         NINTH, so that said Article shall be and read as follows:

                           "NINTH: The Board of Directors shall be divided into
                  three classes, each composed of as nearly equal a number of
                  directors as the then total number of directors constituting
                  the entire Board of Directors permits with the term of office
                  of one class expiring each year. At the 1999 Annual Meeting of
                  Stockholders, directors of the first class shall be elected to
                  hold office for a


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                  term expiring at the next succeeding Annual Meeting of
                  Stockholders, directors of the second class shall be elected
                  to hold office for a term expiring at the second succeeding
                  Annual Meeting of Stockholders, and directors of the third
                  class shall be elected to hold office for a term expiring at
                  the third succeeding Annual Meeting of Stockholders. Subject
                  to the foregoing, at each Annual Meeting of Stockholders the
                  successors to the class of directors whose term shall then
                  expire shall be elected to hold office for a term expiring at
                  the third succeeding Annual Meeting of Stockholders. Directors
                  shall serve for their respective terms except in the event of
                  their earlier death, resignation or removal, and until their
                  successors are duly elected and shall qualify. Newly created
                  directorships, resulting from any increase in the authorized
                  number of directors or any vacancies in the Board of Directors
                  resulting from death, resignation, retirement, removal from
                  office, disqualification or other cause, may be filled by a
                  majority vote of the directors then in office, though less
                  than a quorum, and directors so chosen shall hold office for a
                  term expiring at the Annual Meeting of Stockholders at which
                  the term of office of the class to which they have been
                  elected expires. No decrease in the number of directors
                  constituting the Board of Directors shall shorten the term of
                  any incumbent director."

         SECOND: That thereafter, pursuant to resolution of the Board of
Directors, a special meeting of stockholders of ICC Technologies, Inc., was duly
called and held on March 16, 1999, at which meeting the necessary number of
stockholders voted in favor of the aforementioned amendments.

         THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.

         IN WITNESS WHEREOF, said ICC TECHNOLOGIES, INC., has caused this
Certificate to be signed by Glenn S. Meyers, it's President and Chief Executive
Officers, on this 16th day of March, 1999.

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Attest:  ______________________             By:   _______________________________
         Robert Lewis, Esq., Secretary            Glenn S. Meyers, President and
                                                  Chief Executive Officer
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