1
                                                                     EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                         TO FIFTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                             OF EPRISE CORPORATION

         PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE, Eprise Corporation (hereinafter called the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

         By written consent of the Board of Directors of the Corporation dated
March 6, 2000, a resolution was duly adopted, pursuant to Section 242 of the
General Corporation Law of the State of Delaware, setting forth an amendment to
the Fifth Amended and Restated Certificate of Incorporation of the Corporation
and declaring said amendment to be advisable. The stockholders of the
Corporation duly approved said proposed amendment by written consent in
accordance with Sections 228 and 242 of the General Corporation Law of the State
of Delaware. The resolution setting forth the amendment is as follows:

         That the board of directors recommend and declare advisable to the
         stockholders of the Corporation that Article FOURTH of the Fifth
         Amended and Restated Certificate of Incorporation of the Corporation be
         further amended (the "Amendment"), such Amendment to be effective
         immediately prior to the effectiveness of the registration statement on
         Form S-1 filed by the Corporation with the Securities and Exchange
         Commission pursuant to the Securities Act of 1933, as amended, by
         inserting two new paragraphs before the first paragraph currently set
         forth therein:

                  "That upon the filing date of this Certificate of Amendment to
                  the Fifth Amended and Restated Certificate of Incorporation
                  (the "Effective Date"), a one (1) for two point fifty-five
                  (2.55) reverse stock split of the Corporation's Common Stock
                  shall become effective, pursuant to which each two point
                  fifty-five (2.55) shares of Common Stock, $.001 par value,
                  outstanding and held of record by each stockholder of the
                  Corporation (including treasury shares) immediately prior to
                  the Effective Date shall be reclassified and combined into one
                  (1) share of Common Stock, $.001 par value, automatically and
                  without any action by the holder thereof upon the Effective
                  Date and shall represent one share of Common Stock from and
                  after the Effective Date. No fractional shares of Common Stock
                  shall be issued as a result of such reclassification and
                  combination. In lieu of any fractional shares to which the



   2
                  stockholder would otherwise be entitled, the Corporation shall
                  pay cash equal to such fraction multiplied by the then fair
                  market value of the Common Stock, as determined by the Board
                  of Directors of the Corporation.

                  Unless otherwise noted below, each of the per share Conversion
                  Prices and/or values, liquidation preferences and other
                  amounts set forth below which are adjustable in the manner and
                  upon the events as set forth herein do not reflect the
                  adjustments required by the one (1) for two point fifty-five
                  (2.55) reverse stock split effected upon the Effective Date
                  and shall be subject to such adjustment."

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President this 20th day of March, 2000.


EPRISE CORPORATION


By:  /s/ Joseph A. Forgione
     -----------------------
         Joseph A. Forgione
         President


                                     - 2 -