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                                                                    Exhibit 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                                  CAMBIO INC.


                    (Pursuant to Section 242 of the General
                          Corporation Law of Delaware)


                  CAMBIO INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:


                  FIRST: That the Board of Directors of the Corporation duly
adopted resolutions setting forth proposed amendments to the Certificate of
Incorporation of the Corporation, declaring said amendments to be advisable and
directing that the proposed amendments be placed before the stockholders of the
Corporation for consideration thereof. The resolutions setting forth the
proposed amendments are as follows:

                  RESOLVED, that subsection (a) of Article IV of the Restated
         Certificate of Incorporation of the Corporation be, and it hereby is,
         amended and restated as follows:

                  "(a) Authorized Capitalization. The total number of shares of
         all classes of stock which the Corporation shall have authority to
         issue is fifty six million (56,000,000) shares, consisting of fifty
         million (50,000,000) shares of Class A Common Stock, par value $.01
         per share ("Class A Common Stock"), five million (5,000,000) shares of
         Class B Common Stock, par value $.01 per share ("Class B Common
         Stock") ("Class A Common Stock" and "Class B Common Stock" being
         herein the "Common Stock"), and one million (1,000,000) shares of
         preferred stock, par value $.01 per share ("Preferred Stock"). The
         number of authorized shares of Preferred Stock or any series thereof
         and Class A Common Stock may be increased or decreased (but not below
         the number of shares thereof then outstanding) by the affirmative vote
         of the holders of a majority of the voting power of all of the then
         outstanding shares of stock entitled to vote in any general election
         of directors voting together as a single class. The number of
         authorized shares of Class B Common Stock may be increased only with
         the affirmative vote of (i) a majority of the Class B Common Stock
         voting as a class and (ii) a majority of the Class A Common Stock and
         any other class of stock entitled to vote thereon as a class."

                  RESOLVED, that subsection (d) of Article IV of the Restated
         Certificate of Incorporation of the Corporation be, and it hereby is,
         amended and restated as follows:


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                  "(d) Preferred Stock. The shares of Preferred Stock may be
         issued from time to time in one or more series. The Board of Directors
         is hereby expressly vested with authority to fix by resolution or
         resolutions the designations and the powers, preferences and relative,
         participating, optional or other special rights, and the
         qualifications, limitations or restrictions thereof (including,
         without limitation, the voting powers, if any, the dividend rate,
         conversion rights, redemption price, or liquidation preference of any
         series of Preferred Stock), to fix the number of shares constituting
         any such series, and to increase or decrease the number of shares of
         any such series (but not below the number of shares thereof then
         outstanding). In case the number of shares of any such series shall be
         so decreased, the shares constituting such decrease shall resume the
         status which they had prior to the adoption of the resolution or
         resolutions, originally fixing the number of shares of such series."

                  RESOLVED, that subsection (e) of Article IV of the Restated
         Certificate of Incorporation of the Corporation be, and it hereby is,
         deleted in its entirety.


                  SECOND: That pursuant to resolution of the Board of
Directors, the proposed amendment was submitted to the stockholders of the
Corporation and was duly adopted by the stockholders of the Corporation
pursuant to a written consent in accordance with the applicable provisions of
Section 228 of the General Corporation Law of Delaware, and in accordance with
such Section 228 written notice has been given to those stockholders who have
not consented in writing.

                  THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of Delaware.

                  IN WITNESS WHEREOF, the undersigned has signed this
Certificate and affirm, under penalties of perjury that the Certificate is the
act and deed of the Corporation and the facts stated herein are true.

Date: August 5, 1999                          /s/ Ali Al-Dahwa
                                              ---------------------------------
                                              Ali Al-Dahwa
                                              President

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