Exhibit 3.03

                             HELPMATE ROBOTICS INC.

                CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION

                BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS


1. The name of the Corporation is HelpMate Robotics Inc.

2. The Certificate of Incorporation of the Corporation is amended pursuant to
Section 33-797 of the Connecticut General Statutes, by the following resolution
recommended by the Board of Directors and adopted by the shareholders of the
Corporation:

"RESOLVED:        That Article 3 of the Certificate of Incorporation of
                  the Corporation is hereby amended to read in its
                  entirety as follows:

                       '3. The authorized capital stock of the Corporation shall
                       consist of forty million (40,000,000) shares of common
                       stock without par value.'"

3. The date of adoption of the amendment to the Certificate of Incorporation was
April 9, 1998.

4. The vote of the shareholders of the Corporation in favor of the amendment to
the Certificate of Incorporation was asfollows:

Voting      Shares     Votes Entitled   Votes Indisputably     Undisputed Votes
Group     Outstanding    To Be Cast   Represented At Meeting  Favoring Amendment
- -----     -----------    ----------   ----------------------  ------------------
Common
Stock       6,951,300     6,951,300         5,335,643            5,285,294

5. The number of votes cast in favor of the amendment to the Certificate of
Incorporation by the holders of the common stock of the Corporation was
sufficient for approval by such voting group.

      Dated:   April 16, 1998.
                                                /s/Thomas K.Sweeny
                                                Thomas K. Sweeny, President