CERTIFICATE OF AMENDMENT
                                     TO THE
                                                                     EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION
                                       OF
                          GK INTELLIGENT SYSTEMS, INC.

      GK Intelligent Systems,  Inc.  ("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 a written  consent  signed by the  Board of  Directors  and
approval by the majority  stockholders at a special meeting of stockholders of
GK Intelligent  Systems,  Inc. adopted a proposed amendment to the Certificate
of Incorporation of said corporation,  as follows:

      RESOLVED, the Certificate of Incorporation of this corporation be amended
by changing Article IV thereof so that, as amended said Article shall be and
read as follows:

            The total number of shares of stock which the Corporation shall have
      authority to issue is two hundred fifty million (250,000,000) shares of
      common stock, par value $.001 per share ("Common Stock"), and ten million
      (10,000,000) shares of preferred stock par value $.001 per share
      ("Preferred Stock").

            Shares of Preferred Stock of the Corporation may be issued from time
      to time in one or more classes or series, each of which class or series
      shall have such distinctive designation or title as shall be determined by
      the Board of Directors of the Corporation ("Board of Directors") prior to
      the issuance of any shares thereof. Each such class or series of Preferred
      Stock shall have such voting powers, full or limited, or no voting powers,
      and such preferences and relative, participating, optional or other
      special rights and such qualifications, limitations or restrictions
      thereof, and shall be stated in such resolution or resolutions providing
      for the issue of such class or series of Preferred Stock as may be adopted
      from time to time by the Board of Directors prior to the issuance of any
      shares thereof pursuant to the authority hereby expressly vested in it,
      all in accordance with the laws of the State of Delaware.

            Subject to all of the rights of the Preferred Stock or any series
      thereof described in appropriate certificates of designation, the holders
      of the Common Stock shall be entitled to receive, when, as, and if
      declared by the Board of Directors, out of funds legally available
      therefore, the dividends payable in cash, common stock, or otherwise.

            No stockholder of the Corporation shall have the right of cumulative
      voting at any election of Directors of the Corporation.
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      SECOND: That thereafter, pursuant to a consent executed by its Board of
Directors and approval by the majority stockholders at a special meeting in
accordance with Sections 141(f) and 228 of the General Corporation Law of the
State of Delaware, the necessary number of shares as required by the statute
were voted in favor of the amendment.

      THIRD:  That said  amendment  was duly  adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  law of the State of
Delaware.

                                          GK INTELLIGENT SYSTEMS, INC.:


                                    By________________________________________
                                       GARY F. KIMMONS, Chief Executive Officer