-------------------------------
State of Delaware
Secretary of State, Division of
Corporations
Filed 09:00 AM 12/11/2000
001617393 - 2152245
-------------------------------


                                                                    Exhibit 3.11

                                STATE OF DELAWARE

                           CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION OF

                              INETVISIONZ.COM, INC.
                             A DELAWARE CORPORATION

FIRST:  That at a meeting of the Board of  Directors  on  INETVISIONZ.COM,  INC.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

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

           "The name of this Corporation shall be "iNetVisionz, Inc."

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

     "The  Corporation  shall be  authorized to issue  100,000,000  (One Hundred
     Million)  shares of Common Stock at $0.001 par value.  Holders of shares of
     Common  Stock are  entitled to one vote for each share on all matters to be
     voted on by the stockholders and to share ratably in dividends,  if any, as
     may be  declared,  from  time to time,  by the  Board of  Directors  in its
     discretion,  from funds legally available  therefor.  The Corporation shall
     also be authorized to issue  10,000,000  (Ten Million)  shares of Preferred
     Stock at $0.001 par value  issuable in one or more series with such powers,
     designations,   preferences,   rights,   qualifications,   limitations   or
     restrictions as may be determined in the board's sole  discretion,  with no
     further  authorization  by  shareholders  required  for  the  creation  and
     issuance  thereof.  When  required  by  law  and  in  accordance  with  the
     provisions of Section 151 of the General  Corporations  Law of the state of
     Delaware,  the board of directors of the Corporation shall have the express
     authority to execute,  acknowledge  and file a certificate of  designations
     setting  forth,  any and all  powers,  designations,  preferences,  rights,
     qualifications, limitations or restrictions on the stock."

SECOND:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
special  meeting of the  stockholders  of said  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 statute were voted in favor of the amendment.

THIRD:  That said amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

<PAGE>

FOURTH:  That the capital of said  corporation  shall not be reduced under or by
reason of said amendment.

IN WITNESS  THEREOF,  the undersigned do make, file and record this  Certificate
and do  hereby  certify  that the  facts  herein  stated  are true and they have
accordingly hereunto set their hands this 17th day of November, A. D. 2000.


By: /s/ Noreen Khan                       By: /s/ Lawrence Horwitz
    -----------------------------             ---------------------------------
Noreen Khan, President                        Lawrence Horwitz, Secretary