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                                                                    Exhibit 3.4

                                  STATE OF DELAWARE
                                                                         PAGE 1
                           Office of the Secretary of State
                       ________________________________________





     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "QCS.NET CORPORATION", FILED IN THIS OFFICE ON THE TWELFTH DAY
OF NOVEMBER, A.D. 1998, AT 9:01 O'CLOCK A.M.



                                        -----------------------------------
                         [SEAL]         EDWARD J. FREEL, SECRETARY OF STATE

2330564  8100                           AUTHENTICATION:            9742778

991190924                                              DATE:       05-13-99

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                                                     STATE OF DELAWARE
                                                   SECRETARY OF STATE
                                                DIVISION OF CORPORATIONS
                                                 FILED 09:01 AM 11/12/1998
                                                     981436133-2330564


                               CERTIFICATE OF AMENDMENT
                                          OF
                             CERTIFICATE OF INCORPORATION
                                          OF
                                 QCS.NET CORPORATION


QCS.net Corporations, a corporation duly organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify as follows:

     FIRST: That at a meeting duly called of the Board of Directors of the
Corporation (the "BOARD"), resolutions were duly adopted approving a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring
said amendment to be advisable and calling for the consent of the
stockholders of the Corporation at a meeting duly called for such purpose in
accordance with Section 211 of the Delaware General Corporation Law. The
resolution setting forth the proposed amendment is as follows:

     RESOLVED FURTHER, that the Certificate of Incorporation of the
     Corporation be amended by changing the Article thereof numbered so
     that, as amended said Article shall be read as follows:

          (a)  The aggregate number of shares which the Corporation shall
          have the authority to issue is forty million (40,000,000) shares
          of Common Stock with a par value of one-tenth of cent ($.001) per
          share; and five million (5,000,000) shares of Series A
          Convertible Preferred Stock with a par value of one-tenth of cent
          ($.001) per share (the "Series A Preferred").


          (b)  VOTING

               1.   GENERAL.  Except as may be otherwise provided in these
          terms of the Series A Preferred or by law, the Series A Preferred
          shall vote together with all other classes and series of stock of
          the Corporation s a single class on all actions to be taken by
          the stockholders of the Corporation.  Each share of Series A
          Preferred shall entitle the holder thereof to such number of
          votes per share on each such action as shall equal the number of
          shares of Common Stock (including fractions of a share) into
          which each share of Series A Preferred is then convertible.

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               2.   BOARD SIZE. Subject to the provisions of paragraph (b)3
          below, the Corporation shall not, without the written consent of
          affirmative vote of the holders of at least sixty-five percent
          (65%) in interest of the then outstanding shares of Series A
          Preferred in each case given in writing or by vote at a meeting,
          consenting or voting (as the case may be ) together as one class,
          increase the maximum number of directors constituting the Board
          of Directors to a number in excess of seven (7).

               3.   BOARD SEATS. The holders of the Series A Preferred,
          voting as a separate series, shall be entitled to elect no less
          than three (3) directors of the Corporation. At any meeting (or
          in a written consent in Lieu thereof) held for the purpose of
          electing directors, the presence in person or by proxy (or
          written consent) of the holders of at least sixty-five percent
          (65%) in interest of the then outstanding shares of Series A
          Preferred shall constitute a quorum of the Series A Preferred for
          the election of directors to be elected solely by the holders of
          the Series A Preferred. A vacancy in any directorship elected by
          the holders of the Series A Preferred shall be filled only by
          vote or written consent of the holders of at least sixty-five
          percent (65%) in interest of the then outstanding Series A
          Preferred.

          (c)  DIVIDENDS. The Series A Preferred shall not be entitled to
          any preference in the receipt of dividends. In the event that the
          Board of Directors declares a dividend with respect to the Common
          Stock, each share of Series A Preferred shall e entitled to
          participate in and receive said dividend, out of funds legally
          available therefor, based on the number of shares of Common Stock
          into which such share of Series A Preferred could be converted as
          of the date of such declaration.

          (d)  LIQUIDATION, DISSOLUTION AND WINDING-UP.

               1.   LIQUIDATION.

                    (i)    Upon any liquidation, dissolution or winding up
          of the Corporation, whether voluntary or involuntary, each of the
          holders of the shares of Series A Preferred shall be paid an
          amount equal to One Dollar and Three Cents ($1.03) per share of
          Series A Preferred held by such holder, such amount payable with
          respect to one (1) share of Series A Preferred being sometimes
          referred to herein as the "Series A Liquidation Preference
          Payment," and with respect to all shares of Series A Preferred
          being sometimes referred to herein as the "Series A Liquidation
          Preference Payments."

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                    (ii)   If upon any liquidation, dissolution, or
          winding up of the Corporation, the assets to be distributed to
          the holders of the Series A Preferred shall be insufficient to
          permit payment to such stockholders of the full preferential
          amounts aforesaid, then all or, as the case may be, that portion
          of the assets available for distribution as the liquidation
          preference payment amounts for the shares of Series A Preferred
          held by such holder bear tot he aggregate liquidation preference
          payment amounts for all shares of Series A Preferred then
          outstanding.

               2.   RANKING. Upon any liquidation, dissolution or winding
          up of the Corporation, immediately after the holders of Series A
          Preferred shall have been paid the Series A Liquidation
          Preference Payments in full, the remaining net assets of the
          Corporation available for distribution shall be distributed among
          the holders of Common Stock.

               3.   NOTICE OF SPECIAL PROVISIONS.  Written notice of any
          such liquidation, dissolution or winding up, stating a payment
          date and the place where said payments shall be made, shall be
          given by mail, postage prepaid, or by telex or facsimile
          transmission to non-U.S. residents, not less than thirty (30)
          days prior to the payment date stated therein, to the holders of
          record of Series A Preferred, such notice to be addressed to each
          such holder at its address as shown by the records of the
          Corporation.  The consolidation or merger of the Corporation into
          or with any other entity or entitles which results in the
          exchange of outstanding shares of the Corporation for securities
          or other consideration issued or paid or caused to be issued or
          paid by any such entity or affiliate thereof, and the sale or
          transfer by the Corporation of more than fifty-five percent (55%)
          of its assets, shall be deemed to be a liquidation, dissolution
          or winding up of the Corporation within the meaning of the
          provisions of this paragraph (d)3.

          (e)  SPECIAL VOTES OF THE SERIES A PREFERRED.

               At any time when shares of Series A Preferred are
          outstanding and in addition to any other vote required by law or
          the Certificate of Incorporation, without the prior consent of
          the holders of at least eighty percent (80%) in interest of the
          then outstanding Series A

<PAGE>

          Preferred given in writing or by vote at a meeting, consenting or
          voting (as the case may be) separately as a series, the
          Corporation will not:

                    (i)    Amend, alter or repeal any provision of its
          Certificate of Incorporation including, without limitation, any
          provision which (a) increases the number of shares of authorized
          capital stock of the Corporation;

                    (ii)   Create or authorize the creation of any
          additional class or series of shares of stock unless the same
          ranks junior to the Series A Preferred as to dividends and the
          distribution of assets on the liquidation, dissolution or winding
          up of the corporation, or increase the authorized amount of
          Series A Preferred or increase the authorized amounts of any
          additional class or series of share of stock unless the same
          ranks junior to the Series A Preferred as to dividends and the
          distribution of assets on the liquidation, dissolution or winding
          up of the Corporation, or create or authorize any obligation or
          security convertible into shares of Series A Preferred or into
          shares of any other class or series of stock unless the same
          ranks junior to the Series A Preferred as to dividends and the
          distribution of assets on the liquidation, dissolution or winding
          up of the Corporation, whether any such creation, authorization,
          or increase shall be by means of amendment to the Certificate of
          Incorporation or by merger, consolidation or otherwise;

                    (iii)  In any manner amend, alter or change the
          designations or the powers, preferences or rights, privileges or
          the restrictions of the Series A Preferred materially or
          adversely, including the voting rights of such stock;

                    (iv)   Merge or consolidate with or into, or permit
          any subsidiary to merge or consolidate with or into, any other
          corporation, corporations, entity or entities (except that any
          subsidiary may merge into the Corporation or with any other
          subsidiary);

                    (v)    Sell, abandon, transfer, lease or otherwise
          dispose of mote than fifty-five percent (55%) of its properties
          or assets; or

                    (vi)   except as otherwise provided for herein or in
          the Series A Convertible Preferred Stock Purchase Agreement dated
          November 22, 1994 or in the Exhibits thereto, purchase, redeem or
          otherwise acquire (or pay into or set aside for a sinking fund
          for such purpose), any of the preferred stock or Common Stock,
          provided however, that this restriction shall not apply to the
          repurchase of shares

<PAGE>

          of Common Stock held by officers or employees of the Corporation
          which are subject to restrictive stock purchase agreements under
          which the Corporation has the option to repurchase such shares
          upon the occurrence of certain events, including the termination
          of employment.

          (f)  CONVERSION. Each holder of shares of Series A Preferred
          shall have the right to convert any and all of such shares into
          Common Stock at any time pursuant to a Class U Warrant dated
          November 22, 1994.

          (g)  AMENDMENTS. Except where the vote or written consent of the
          holders of a greater number of shares of the Series A Preferred
          is required by law, the Certificate of Incorporation or any
          stockholders' agreement to which the holders of Series A
          Preferred one parties, no provision of the terms of the Series A
          Preferred may be amended, modified or waived without the prior
          written consent or affirmative vote of the holders of at least
          eighty percent (80%) in interest of the then outstanding shares
          of Series A Preferred.

     SECOND: That thereafter pursuant to a resolution of the Corporation's
Board of Directors, a special meeting of the stockholders of the Corporation
was duly called and held, 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 statue and the Certificate of
Incorporation of the Corporation were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 211 and 242 of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said QCS.net Corporation, has caused its corporate
seal to be hereunder affixed and this certificate to be signed by its
authorized officer hereunder designated this 29 day of October, 1998.


                                        By:
                                           -----------------------------------
                                        Name: Marcel van Heesewijk
                                        Title: President