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                                                                     Exhibit 3.1


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             TELEHUBLINK CORPORATION

            --------------------------------------------------------
            Adopted in accordance with the provisions of Section 242
             of the General Corporation Law of the State of Delaware
            --------------------------------------------------------

          The undersigned, being an authorized officer of TeleHubLink
Corporation (the "Corporation"), a corporation existing under the laws of the
State of Delaware, does hereby certify as follows:

          FIRST:    That the Certificate of Incorporation of the Corporation has
been amended by striking out the whole of Article FOURTH thereof as it now
exists and inserting in lieu thereof a new Article FOURTH, reading as follows:

          "FOURTH:  The total number of shares of capital stock that the
     Corporation shall have authority to issue is 110,000,000 shares, of which
     100,000,000 shares shall be common stock, par value $0.01 per share, and
     10,000,000 shares shall be preferred stock, par value $0.01 per share.

     The preferred stock may be issued from time to time in one or more series.
     The Board of Directors of the Corporation is hereby expressly authorized to
     provide, by resolution or resolutions duly adopted by it prior to issuance,
     for the creation of each such series and to fix the designation and the
     powers, preferences, rights, qualifications, limitations and restrictions
     relating to the shares of each such series of preferred stock. The
     authority of the Board of Directors with respect to each series of
     preferred stock shall include, but not be limited to, determining the
     following:

          (a)  the designation of such series, the number of shares to
     constitute such series and the stated value if different from the par value
     thereof;

          (b)  whether the shares of such series shall have voting rights, in
     addition to
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     any voting rights provided by law, and, if so, the terms of such voting
     rights, which may be general or limited;

          (c)  the dividends, if any, payable on such series, whether any such
     dividends shall be cumulative, and, if so, from what dates, the conditions
     and dates upon which such dividends shall be payable, and the preference or
     relation which such dividends shall bear to the dividends payable on any
     shares of stock of any other class or any other series of preferred stock;

          (d)  whether the shares of such series shall be subject to redemption
     by the Corporation, and, if so, the times, prices and other conditions of
     such redemption;

          (e)  the amount or amounts payable upon shares of such series upon,
     and the rights of the holders of such series in, the voluntary or
     involuntary liquidation, dissolution or winding up, or upon any
     distribution of the assets, of the Corporation;

          (f)  whether the shares of such series shall be subject to the
     operation of a retirement or sinking fund and, if so, the extent to and
     manner in which any such retirement or sinking fund shall be applied to the
     purchase or redemption of the shares of such series for retirement or other
     corporate purposes and the terms and provisions relating to the operation
     thereof;

          (g)  whether the shares of such series shall be convertible into, or
     exchangeable for, shares of stock of any other class or any other series of
     preferred stock or any other securities and, if so, the price or prices or
     the rate or rates of conversion or exchange and the method, if any, of
     adjusting the same, and any other terms and conditions of conversion or
     exchange;

          (h)  the limitations and restrictions, if any, to be effective while
     any shares of such series are outstanding upon the payment of dividends or
     the making of other distributions on, and upon the purchase, redemption or
     other acquisition by the Corporation of, the common stock or shares of
     stock of any other class or any other series of preferred stock;

          (i)  the conditions or restrictions, if any, upon the creation of
     indebtedness of the Corporation or upon the issue of any additional stock,
     including additional shares of such series or of any other series of
     preferred stock or of any other class; and


          (j)  any other powers, preferences and relative, participating,
     optional and other special rights, and any qualifications, limitations and
     restrictions, thereof.

     The powers, preferences and relative, participating, optional and other
     special rights of each series of preferred stock, and the qualifications,
     limitations or restrictions thereof, if any, may differ from those of any
     and all other series at any time outstanding. All shares of any one series
     of preferred stock shall be identical in all respects with all other shares


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     of such series, except that shares of any one series issued at different
     times may differ as to the dates from which dividends thereof shall be
     cumulative."

          SECOND: That such amendment has been duly adopted by the written
consent of the holders of not less than a majority of the outstanding stock
entitled to vote thereon and that prompt written notice of the corporate action
shall be given to those stockholders who have not consented in writing, all in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

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          IN WITNESS WHEREOF, I have signed this Certificate this 11th day of
June, 2001.



                                                 TELEHUBLINK CORPORATION

                                                 By: /s/ Bruce W. Young
                                                     ---------------------------
                                                     Name: Bruce W. Young
                                                     Title Chief Executive
                                                           Officer and President

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