EXHIBIT 3.4


                            CERTIFICATE OF AMENDMENT
                                       OF
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                WDO CORPORATION,
                              A NEVADA CORPORATION


      James D. Durham hereby certifies that:

      1. He is the duly elected and acting Chief Executive Officer of WDO
Corporation, a Nevada corporation (the "Corporation").

      2.    The Amended and Restated Articles of Incorporation of the
Corporation are amended as follows:

            a.    The FIRST Article is amended in its entirety to read as
follows:

                  "FIRST:     The name of the Corporation is First
            Medical Resources Corporation (hereinafter, the
            "Corporation)."

            b.    The SECOND Article is amended to add Section C, which
Section to read as follows:

                  "C. Upon the filing of the Certificate of Amendment of the
            Amended and Restated Articles of Incorporation (the "Certificate"),
            the shares of Common Stock of the Corporation issued and outstanding
            immediately prior to such filing shall be combined such that every
            two (2) shares of Common Stock issued and outstanding on the date of
            such filing shall become one (1) share of Common Stock authorized
            hereunder. All stock certificates representing shares of Common
            Stock outstanding immediately prior to the filing of the Certificate
            shall immediately after the filing of the Certificate represent a
            number of shares of Common Stock as provided above. Notwithstanding
            the foregoing, any holder of Common Stock may (but shall not be
            required to) surrender his, her or its stock certificate or
            certificates to the Corporation, and upon such surrender the
            Corporation will issue a certificate for the correct number of
            shares of Common Stock to which the holder is entitled under the
            provisions of the Amended and Restated Articles of Incorporation as
            amended by the Certificate."

      4. The foregoing amendments of the Amended and Restated Articles of
Incorporation have been duly approved by the Board of Directors.

      5. The foregoing amendments have been duly approved by the required vote
of stockholders in accordance with sections 78.2055 and 78.390 of the Nevada
Revised Statutes. The total number of outstanding shares of Common Stock of the
Corporation is 20,000,000, of which 15,400,000 have voted in favor of amending
the Amended and Restated Articles of

Incorporation as set forth in this Certificate of Amendment. There are no
outstanding shares of Preferred Stock. The number of shares voting in favor of
the foregoing amendments equaled or exceeded the vote required. The percentage
vote required under the law and the Amended and Restated Articles of
Incorporation in effect at the time of this Certificate was more than fifty
percent (50%) of the outstanding Common Stock.



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      I further declare under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this Certificate are true and correct to my
knowledge.

Dated:  November 18, 2002

                                       /s/ James D. Durham
                                    --------------------------------------------
                                    James D. Durham, Chief Executive Officer


                 [SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT OF
                AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                                WDO CORPORATION]