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                                                                     EXHIBIT 3.2




                           CERTIFICATE OF AMENDMENT TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                             OF POET HOLDINGS, INC.


                  Poet Holdings, 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 approved
         a resolution by unanimous written consent to amend Article Fourth of
         the Amended and Restated Certificate of Incorporation of the
         Corporation to read in its entirety as follows:

                  FOURTH: The Corporation is authorized to issue two classes of
                  shares, to be designated, respectively, Common Stock and
                  Preferred Stock. The total number of shares of Common Stock
                  which the Corporation is authorized to issue is 100,000,000,
                  $0.001 par value per share, and the number of shares of
                  Preferred Stock which the Corporation is authorized to issue
                  is 3,000,000, $0.001 par value per share.

                  The Preferred Stock may be issued from time to time in one or
                  more series pursuant to a resolution or resolutions providing
                  for such issue duly adopted by the Board of Directors
                  (authority to do so being hereby expressly vested in the
                  Board). The Board of Directors is further authorized to
                  determine or alter the rights, preferences, privileges and
                  restrictions granted to or imposed upon any wholly unissued
                  series of Preferred Stock and, to fix the number of shares of
                  any such series of Preferred Stock and the designation of any
                  such series of Preferred Stock. The Board of Directors is
                  authorized, within the limits and restrictions stated in any
                  resolution or resolutions of the Board of Directors originally
                  fixing the number of shares constituting any series, to
                  increase or decrease (but not below the number of shares in
                  any such series then outstanding), the number of shares of any
                  such series subsequent to the issue of shares of that series,
                  to determine the designation of any series, and to fix the
                  number of shares of any series.

         SECOND: The Annual Meeting of Stockholders of the Corporation was duly
called and held on July 17, 2000 in accordance with Section 222 of the General
Corporation law of the State of Delaware at which meeting a majority of the
outstanding shares of the Corporation were voted in favor of the proposed
amendment.
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         THIRD: That said amendment was duly adopted by the Board of Directors
and stockholders of the Corporation in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed on its behalf by the undersigned duly authorized officer of the
Corporation on this ___ day of July, 2000.




                                      _____________________________________
                                      Dirk Bartels
                                      President and Chief Executive Officer