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                                                                    EXHIBIT 3.3



                                  AMENDMENT TO
                       AMENDED ARTICLES OF INCORPORATION,
                               AS AMENDED TO DATE,
                                       OF
                               CELERIS CORPORATION

          1. The name of this corporation is Celeris Corporation, a Minnesota
corporation.

          2. The following amendment to the Amended Articles of Incorporation,
as amended to date, of Celeris Corporation was adopted by the Board of Directors
of Celeris Corporation by resolution adopted on July 26, 1999, pursuant to
Section 302A.402, Subdivision 3 of the Minnesota Business Corporation Act:

          The first sentence of Article III is hereby amended to read as
follows:

          "The aggregate number of authorized shares of stock which this
Corporation shall have the authority to issue is 13,511,111, par value $.01 per
share, of which 533,333 shares are designated as Series A Convertible Preferred
Stock."

          3. The amendment will not adversely affect the rights or preferences
of the holders of outstanding shares of any class or series and will not result
in the percentage of authorized shares that remain unissued after such amendment
exceeding the percentage of authorized shares that were unissued before such
amendment.

          4. The document attached hereto as Exhibit A sets forth the
resolutions duly approved by the members of the Board of Directors of Celeris
Corporation by resolutions dated July 26, 1999, which resolutions state the
manner in which the Company's share combination will be effected.

          5. The amendment has been adopted pursuant to Chapter 302A of the
Minnesota Business Corporation Act.

          IN WITNESS WHEREOF, the undersigned, the Secretary of Celeris
Corporation, being duly authorized on behalf of Celeris Corporation, has
executed this document on this 29th day of July, 1999.


                                            /s/ Paul R. Johnson
                                            ----------------------------------
                                            Paul R. Johnson
                                            Secretary