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                                                                     Exhibit 3.4


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           PEACHTREE FIBEROPTICS, INC.



         Peachtree Fiberoptics, Inc. (the "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 the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable an Amendment to the Certificate of
Incorporation of the Corporation changing the name of the Corporation to
"vfinance.com, Inc.".

                  RESOLVED, that the Certificate of Incorporation of Peachtree
                  Fiberoptics, Inc. be amended by changing Article I thereof, so
                  that, as amended, said Article I shall be and read as follows:

                  The name of the Corporation is "vFinance.com, Inc.".

         SECOND: That the Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable an Amendment to the Certificate of
Incorporation of the Corporation restructuring the capitalization of the
Corporation by (i) increasing the authorized Common Stock from 20,000,000 shares
to 25,000,000 shares, and (ii) establishing a "blank check" preferred stock
consisting of 2,500,000 shares.

                  RESOLVED, that the Certificate of Incorporation of Peachtree
                  Fiberoptics, Inc. be amended by deleting Article IV in its
                  entirety and in lieu thereof inserting a new Article IV to
                  reflect the restructured capitalization of the Corporation
                  which shall incorporate the following language:

                  "The total number of shares of all classes of stock which the
                  Corporation shall have the authority to issue is 27,500,000
                  consisting of the following:

                  (A) COMMON STOCK. The Common Stock of the Corporation shall
                  consist of 25,000,000 Shares of Common Stock, $.01 par value
                  per share.

                  (B) PREFERRED STOCK. There may be authorized up to Two Million
                  Five Hundred Thousand Shares (2,500,000) of preferred stock
                  which may be created and issued from time to time, with such
                  designations, preferences, conversion rights, cumulative,
                  relative, participating, optional or other rights, including
                  voting rights, qualifications, limitations or restrictions
                  thereof as shall be stated and expressed in the resolution or
                  resolutions providing for the creation and issuance of such
                  preferred stock as adopted by the Board of Directors pursuant
                  to the authority in this paragraph given.





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         THIRD: That in lieu of a meeting and vote of stockholders, the holders
of outstanding shares of common stock having not less than the minimum number of
votes which would be necessary to authorized to take such action at a meeting at
which all shares entitled to vote thereon were present and voted have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.

         FOURTH: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 and Section 228 of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Leonard Sokolow, its President, this 13th day of March, 2000.



                                           PEACHTREE FIBEROPTICS, INC.




                                           By: /s/ Leonard Sokolow
                                               ---------------------------------
                                               Leonard Sokolow, President
                                               CEO and Vice Chairman of
                                               Peachtree Fiberoptics, Inc.