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                                                                     Exhibit 3.8


                                STATE OF DELAWARE

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                                       OF
                              VERIDIEN CORPORATION


Veridien Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Veridien Corporation
resolutions were duly adopted setting forth two proposed amendments of 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 two resolutions setting forth the proposed amendments
are as follows:

(i)      RESOLVED, that Section 1 (only) of Article FOURTH of the Company's
         Certificate of Incorporation be and hereby is amended to read as
         follows:

               FOURTH. Section 1. The total number of shares of all classes of
         stock which the corporation shall have authority to issue is Two
         Hundred Twenty-five Million (225,000,000) shares.

               The corporation shall have authority to issue two (2) classes of
         stock. Two Hundred Million (200,000,000) shares shall be common stock,
         having a par value of $ .001 (hereinafter referred to as "Common
         Stock") and Twenty-five Million (25,000,000) shares shall be preferred
         stock issuable in series and having a par value of $ .001 (hereinafter
         referred to as "Preferred Stock").

(ii)     RESOLVED, that Article EIGHTH of the Company's Certificate of
         Incorporation be amended so as to read as follows:

               EIGHTH. The business and property of the corporation shall be
               managed by a Board of Directors of not fewer than three (3) nor
               more than twenty-one (21) directors, who shall be natural persons
               of full age, and who shall be elected annually by the
               shareholders having voting rights, for a term of one year, an
               shall serve until the election and acceptance of their duly
               qualified successors. In the event of any delay in holding, or
               adjournment of, or failure to hold an annually meeting, the terms
               of the sitting directors shall be automatically continued
               indefinitely until their successors are elected and qualified.
               Directors need not be residents of the State of Delaware nor
               shareholders. Any vacancies, including vacancies resulting from
               an increase in the number of directors, may be filled by the




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               Board of Directors, though less than a quorum, for the unexpired
               term. The Board of Directors shall have full power, and it is
               hereby expressly authorized, to increase or decrease the number
               of directors from time to time, and to fill any vacancies thereby
               created, without requiring a vote of shareholders.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an
Annual Meeting of the stockholders of said corporation was duly called and held,
on November 6, 1998, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendments.

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

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


IN WITNESS WHEREOF, said Veridien Corporation has caused this certificate to be
signed by Andrew T. Libby, Jr. an Authorized Officer and the Corporate Secretary
this 24th day of March, 2000.




                                         By: /s/ Andrew T. Libby Jr.
                                             -----------------------------------
                                                 Andrew T. Libby Jr.
                                                 Corporate Secretary