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                                                                    EXHIBIT 3.3


                 ARTICLES OF AMENDMENT TO AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                          FIRSTWAVE TECHNOLOGIES, INC.

                                       1.

         The name of the Corporation is Firstwave Technologies, Inc.

                                       2.

         The Corporation hereby amends Article II of its Amended and Restated
Articles of Incorporation to designate a class of Series A Convertible
Preferred Stock consisting of 20,000 shares, no par value per share, as
provided on Exhibit A attached hereto.

                                       3.

         These Articles of Amendment were duly adopted by the unanimous written
consent of the Board of Directors of the Corporation, dated as of April 26,
1999. No shareholder approval was required to approve the amendment to Article
II of the Corporation's Amended and Restated, Articles of Incorporation.

         IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, has executed these Articles of Amendment on behalf of the
Corporation on April 28, 1999.

                                            Firstwave Technologies, Inc.


                                            By:  /s/ Richard T. Brock
                                               --------------------------------
                                            Name:  Richard T. Brock
                                            Title:  President


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                                   Exhibit A


                           CERTIFICATE OF DESIGNATION

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                          FIRSTWAVE TECHNOLOGIES, INC.

                   A GEORGIA CORPORATION (the "Corporation")


           ---------------------------------------------------------


         Seventy-five hundred (7,500) shares of the Corporation's Preferred
Stock, no par value per share, designated as "Series A Convertible Preferred
Stock" ("Series A Preferred Stock"), are authorized for issuance with the
voting powers, preferences and other special rights, qualifications,
limitations and restrictions thereof set forth below:

         1.       Dividends. Each holder of shares of Series A Preferred Stock
shall be entitled to receive, with respect to each share of Series A Preferred
Stock registered in his, her or its name on the stock transfer books of the
Corporation, cumulative dividends at a rate of $9 per annum. Dividends on
Series A Preferred Stock shall be paid annually on December 31 of each year to
holders of record as of December 15 of such year (except that any holder that
converts such holder's shares of Series A Preferred Stock pursuant to Section 3
hereof shall be paid, on the date of conversion, cumulative dividends dating
only through the last full fiscal quarter prior to the date of conversion),
shall accrue on each share beginning on the date of issuance, and shall be
cumulative. Dividends payable on the Series A Preferred Stock shall be paid in
cash or, at the election of the Corporation, in shares of the common stock, no
par value per share (the "Common Stock") of the Corporation. If the Corporation
elects to pay a dividend in shares of Common Stock, the number of shares of
Common Stock to be paid for each such dividend shall equal the number of shares
that could be purchased by an equivalent cash dividend at a price per share
equal to the average closing prices for the Common Stock for the last 20
trading days preceding the record date on the principal trading market for the
Common Stock. If there is no trading market for the Common Stock, the shares
shall be valued for this purpose in good faith by the Board of Directors of the
Corporation whose determination thereof shall be conclusive and binding on the
holders of Series A Preferred Stock. Any payment made by the Corporation on
unpaid cumulative dividends, if less than the total amount of such dividends,
shall be applied first to those dividends which have been accrued for the
longest time. No dividend or other distribution shall be paid on or declared or
set apart for payment on any shares of the Common Stock of the Corporation or
any shares of any other class or series or issue of preferred stock that is
junior to Series A Preferred Stock as long as any accrued dividends on the
Series A Preferred Stock remain unpaid.

         2.       Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of the shares
of Series A Preferred Stock shall be entitled, before any distribution or
payment is made upon the Common Stock or upon any other class or series or
issue of preferred stock of the Corporation that is junior to the Series A
Preferred Stock, to be paid an amount equal to $100 per share of Series A
Preferred Stock, plus all accrued but unpaid dividends (such amounts being
herein sometimes referred to as the "Liquidation Payments"). Thereafter, the
holders of the Series A Preferred Stock shall not be entitled to any further
payment. If upon such liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets to be distributed to
the holders of the Series A Preferred Stock are insufficient to permit payment
to the holders of Series A Preferred Stock of the full amount of the
Liquidation Payments, then the entire assets of the Corporation to be
distributed shall be distributed ratably per share among the holders of Series
A Preferred Stock. Upon any such liquidation, dissolution or winding up of the
Corporation, after the holders of the Series A Preferred Stock have been paid
in full the amounts to which they are entitled, the remaining assets of the
Corporation shall be distributed ratably to the remaining holders of the
Corporation's capital stock in accordance with their respective rights and
preferences under the Corporation's Articles of Incorporation. The Corporation
must give written notice of such liquidation, dissolution or winding up
(stating a payment date, the amount of the Liquidation Payment and the place
where said sums shall be payable) by first class mail, postage prepaid, not
less than 30 or more than 60 days prior to the


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payment date stated therein, to the holders of record of the Series A Preferred
Stock and the Common Stock, such notice to be addressed to each shareholder at
its mailing address as shown by the records of the Corporation. A sale, lease,
exchange or transfer of all or substantially all of the assets of the
Corporation shall be regarded as a liquidation, dissolution or winding up of
the affairs of the Corporation within the meaning of this Section 2.

         3.       Conversion.

                  3.1.     Right to Convert. Subject to the terms and
conditions of this Section 3, the holder of any share or shares of Series A
Preferred Stock shall have the right, at such holder's option at any time after
April 25, 2000, to convert any such shares of Series A Preferred Stock (except
that upon any liquidation, dissolution or winding up of the Corporation the
right of conversion shall terminate at the close of business on the last full
business day preceding the date fixed for payment of the Liquidation Payments)
into such number of fully paid and nonassessable whole shares of Common Stock
at a conversion price determined by dividing $100 by $2.06 (the "Conversion
Price") (which equals 120% of the weighted average of the closing prices for
the Common Stock for the last 20 trading days prior to the subscription for the
Series A Preferred Stock for the holder thereof ). If there is no trading
market for the Common Stock, the shares shall be valued for this purpose in
good faith by the Board of Directors of the Corporation whose determination
thereof shall be conclusive and binding on the holders of Series A Preferred
Stock. Such rights of conversion may be exercised by the holder thereof by
giving written notice to the Corporation that the holder elects to convert a
stated number of shares of Series A Preferred Stock into Common Stock and by
surrender of a certificate or certificates for the shares so to be converted to
the Corporation at its principal office (or such other office or agency of the
Corporation as the Corporation may designate by notice in writing to the holder
or holders of the Series A Preferred Stock) at any time during its usual
business hours on the date set forth in such notice, together with a statement
of the name or names (with address), subject to compliance with applicable laws
to the extent such designation shall involve a transfer, in which the
certificate or certificates for shares of Common Stock are to be issued. The
number of whole shares of Common Stock into which the Preferred Stock may be
converted as determined hereinabove shall be adjusted to reflect any
recapitalization of the Common Stock of the Corporation, including as a result
of a stock dividend (other than shares of Common Stock paid to holders of
Series A Preferred Stock as dividend payments) or a stock split.

                  3.2.     Issuance of Certificates; Time Conversion Effected.
Promptly after the receipt by the Corporation of the written notice referred to
in subsection 3.1 and the certificate or certificates for the share or shares
of the Series A Preferred Stock to be converted, the Corporation shall issue
and deliver, or cause to be issued and delivered, to the holder, registered in
such name or names as such holder may direct, subject to compliance with
applicable laws to the extent such designation shall involve a transfer, a
certificate or certificates for the number of whole shares of Common Stock
issuable upon the conversion of such share or shares of Series A Preferred
Stock. To the extent permitted by law, such conversion shall be deemed to have
been effected and the Conversion Price shall be determined as of the close of
business on the date on which the Corporation receives such written notice and
the certificate or certificates for such share or shares shall have been
surrendered as aforesaid, and at such time the rights of the holder of such
share or shares of Series A Preferred Stock shall cease (with respect to the
shares of Series A Preferred Stock), and the person or persons in whose name or
names any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

                  3.3.     Fractional Shares; Dividends; Partial Conversion.

                           (a)      No fractional shares shall be issued upon
conversion of the Series A Preferred Stock into Common Stock and the number of
shares of Common Stock to be issued shall be rounded to the nearest whole
share, and no payment or adjustment shall be made upon any conversion on
account of any cash dividends on the Series A Preferred Stock so converted or
the Common Stock issued upon such conversion. In case the number of shares of
Series A Preferred Stock represented by the certificate or certificates
surrendered pursuant to subsection 3.1 exceeds the number of shares converted,
the Corporation shall, upon such conversion, execute and deliver to the holder
thereof, at the expense of the Corporation, a new certificate or certificates
for the number of shares of Series A Preferred Stock, represented by the
certificate or certificates surrendered which are not to be converted.

                           (b)      Upon conversion of any shares of Series A
Preferred Stock, the holder of the shares of Series A Preferred Stock so
converted shall be entitled to receive any dividends declared but unpaid with
respect to such shares of Series A Preferred Stock provided that such dividends
shall have been declared by the Board of Directors of the Corporation and the
record date for such dividends shall have been on or before the date such
shares shall have been


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converted. No payment or adjustment shall be made on account of dividends
declared and payable to holders of Common Stock of record on a date prior to
the date of conversion.

                  3.4.     Other Notices. If at any time:

                           (a)      the Corporation declares any dividend upon
its Common Stock payable in cash or stock or makes any other distribution to
the holders of the Common Stock;

                           (b)      the Corporation offers for subscription pro
rata to the holders of its Common Stock any additional shares of stock of any
class or other rights;

                           (c)      there is any reclassification of the
capital stock of the Corporation, or a consolidation or merger of the
Corporation with, or a sale of all or substantially all its assets to, another
corporation; or

                           (d)      there is a voluntary or involuntary
dissolution, liquidation or winding up of the Corporation;

then the Corporation shall give, by first class mail, postage prepaid,
addressed to each holder of any shares of Series A Preferred Stock at the
address of such holder as shown on the books of the Corporation, (a) at least
15 days' prior written notice of the date on which the books of the Corporation
shall close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least 15 days' prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause (a) shall
also specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled
thereto, and such notice in accordance with the foregoing clause (b) shall also
specify the date on which the holders of Common Stock shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be.

                  3.5.     Stock to be Reserved. The Corporation must at all
times reserve and keep available out of its authorized but unissued Common
Stock, solely for the purpose of issuance upon the conversion of the Series A
Preferred Stock as herein provided, such number of shares of Common Stock as
shall then be issuable upon the conversion of all outstanding shares of Series
A Preferred Stock. All shares of Common Stock which shall be so issued shall be
duly and validly issued and fully paid and nonassessable and free from all
taxes, liens and charges arising out of or by reason of the issue thereof, and,
without limiting the generality of the foregoing, the Corporation covenants
that it will from time to time take all such action as may be requisite to
assure that the par value per share of the Common Stock is at all times equal
to or less than the effective Conversion Price. The Corporation will take all
such action within its control as may be necessary on its part to assure that
all such shares of Common Stock may be so issued without violation of any
applicable law or regulation, or of any requirement of any national securities
exchange upon which the Common Stock of the Corporation may be listed. If at
any time the number of authorized but unissued shares of Common Stock are
insufficient to effect the conversion of all of the then outstanding shares of
Series A Preferred Stock, the Corporation shall take such corporate actions as
may be necessary to increase its authorized but unissued shares of Common Stock
to such number of shares as shall be sufficient for such purposes.

                  3.6.     No Reissuance of Series A Preferred Stock. Shares of
Series A Preferred Stock that are converted into shares of Common Stock as
provided herein shall not be reissued.

                  3.7.     Issue Tax. The issuance of certificates for shares
of Common Stock upon conversion of the Series A Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series A Preferred
Stock which is being converted.

                  3.8.     Closing of Books. The Corporation will at no time
close its transfer books against the transfer of any Series A Preferred Stock
or of any shares of Common Stock issued or issuable upon the conversion of any
shares of Series A Preferred Stock in any manner which interferes with the
timely conversion of such Series A Preferred Stock.


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                  3.9.     Definition of Common Stock. As used in this Section
3, the term "Common Stock" means and includes the Corporation's authorized
Common Stock as constituted on the date of filing of this Certificate of
Designation and shall also include any capital stock of any class of the
Corporation thereafter authorized that shall not be limited to a fixed sum in
respect of the rights of the holders thereof to participate in dividends or in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; provided, however, that such
term, when used to describe the securities receivable upon conversion of shares
of the Series A Preferred Stock of the Corporation, shall include only shares
designated as Common Stock of the Corporation on the date of filing of this
Certificate of Designation.

         4.       Voting. Except as otherwise provided by law and herein, the
holders of Series A Preferred Stock shall vote together with the holders of
Common Stock on all matters to be voted on by the shareholders of the
Corporation, and each holder of Series A Preferred Stock shall be entitled to
one vote for each share of Common Stock that would be issuable to such holder
upon the conversion of all the shares of Series A Preferred Stock held by such
holder on the record date for the determination of shareholders entitled to
vote.

         5.       Restrictions. At any time when shares of Series A Preferred
Stock are outstanding, and in addition to any other vote of shareholders
required by law or by the Corporation's Articles of Incorporation, without the
prior consent of the holders of a majority of the outstanding Series A
Preferred Stock, given in person or by proxy, either in writing, at an annual
meeting or at a special meeting called for that purpose, at which meeting the
holders of the shares of such Series A Preferred Stock shall vote together as a
class:

                           (a)      The Corporation will not:

                                    (i)      create or authorize the creation
         of any additional class or series of shares unless the same ranks
         junior to the Series A Preferred Stock both as to dividends and as to
         the distribution of assets on liquidation;

                                    (ii)     increase the authorized amount of
         the Series A Preferred Stock, or increase the authorized amount of any
         additional class or series of shares unless the same ranks junior to
         the Series A Preferred Stock both as to dividends and as to the
         distribution of assets on liquidation; or

                                    (iii)    create or authorize any
         obligations or securities convertible into shares of Series A
         Preferred Stock or into shares of any other class unless the same
         ranks junior to the Series A Preferred Stock both as to dividends and
         as to the distribution of assets on liquidation,

in each case whether any such creation or authorization or increase shall be by
means of amendment of the Corporation's Articles of Incorporation, merger,
consolidation or otherwise.

                           (b)      The Corporation will not amend, alter or
repeal the Corporation's Articles of Incorporation or Bylaws in any manner, or
file any directors' resolutions pursuant to the Georgia Business Corporation
Code containing any provision, in either case which affects the respective
preferences, voting power, qualifications, special or relative rights or
privileges of the Series A Preferred Stock or which in any manner adversely
affects the Series A Preferred Stock or the holders thereof as a class.

         6.       Redemption.

                  6.1.     Call for Redemption. So long as dividends for all
past dividend periods shall have been paid on all outstanding shares of Series
A Preferred Stock prior to any notice of redemption being given and the full
dividends thereon for the then current dividend period shall have been paid or
declared and amounts sufficient for the payment thereof set aside (or shares of
Common Stock for such purpose shall have been reserved if the Corporation shall
have elected to pay such dividend in such shares), commencing April 26, 2001,
and at any time thereafter the Corporation, at the option of the Board of
Directors, may redeem in whole or in part the shares of Series A Preferred
Stock at the time outstanding, at any time or from time to time, upon notice
given as hereinafter specified, at a redemption price of $100 per share. In
case of any redemption of only a part of the shares of Series A Preferred Stock
at the time outstanding, the redemption shall be pro rata.

                  6.2.     Notice. Notice of redemption of shares of Series A
Preferred Stock shall be mailed by first class mail, postage prepaid, addressed
to the holders of record of the shares to be redeemed at their respective last
addresses as they shall appear on the books of the Corporation. Such mailing
shall be at least 20 days and not more than 60 days prior to the date fixed for
redemption. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have


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been duly given, whether or not the stockholder receives such notice, but
failure duly to give such notice by mail, or any defect in such notice or in
the mailing thereof, to any holder of shares of Series A Preferred Stock
designated for redemption shall not affect the validity of the proceedings for
the redemption of any other shares of Series A Preferred Stock.

                  6.3.     Procedure. If such notice of redemption shall have
been duly given or if the Corporation shall have given to the bank or trust
company hereinafter referred to irrevocable authorization promptly to give such
notice, and if on or before the redemption date specified therein all funds
necessary for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the pro rata benefit of
the holders of the shares called for redemption, so as to be and continue to be
available therefor, or, at the option of the Corporation, deposited by the
Corporation with such bank or trust company in trust for the pro rata benefit
of the holders of the shares called for redemption, then, notwithstanding that
any certificate for shares so called for redemption shall not have been
surrendered for cancellation, on and after such redemption date, all shares so
called for redemption, not theretofore converted and outstanding on the
redemption date, shall no longer be deemed to be outstanding and all rights
with respect to such shares shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof to receive the amount
payable on redemption thereof, without interest. The aforesaid bank or trust
company shall be organized and in good standing under the laws of the United
States of America or of the State of Georgia, shall be doing business in
Georgia, and shall be identified in the notice of redemption. Any interest
accrued on such funds shall be paid to the Corporation from time to time. Any
funds so deposited and unclaimed at the end of three years from the redemption
date shall, to the extent permitted by law, be released or repaid to the
Corporation, after which time the holders of the shares so called for
redemption shall look only to the Corporation for payment thereof. Any funds so
deposited or set aside by the Corporation which shall not be required for such
redemption because of the exercise of any right of conversion pursuant to
Section 3 hereof shall be released or repaid to the Corporation forthwith.