EXHIBIT 3.3

                           CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                                    ATG INC.,
                            a California Corporation



     Doreen M. Chiu and Frank Y. Chiu certify that:


         1. They are the duly elected President and Secretary, respectively, of
ATG Inc., a California corporation (the "Corporation").

         2. The second paragraph of Section (b)(3)(a) of Article III of the
Amended and Restated Articles of Incorporation of the Corporation (the
"Articles") is amended to read as follows, in its entirety:

         "Subject to the following sentence, each share of Series A Preferred
         Stock shall be automatically converted into shares of Common Stock at
         the then effective Conversion Price (i) upon the effectiveness of a
         firm commitment underwritten public offering pursuant to an effective
         registration statement under the Securities Act of 1933, as amended,
         covering the offer and sale of Common Stock for the account of the
         Corporation to the public at a price per share of at least $10.00 (as
         adjusted for stock splits, reverse stock splits and the like effected
         after the date on which the first share of Series A Preferred Stock is
         issued (the "Original Issue Date")) and an aggregate offering price to
         the public of not less than $15,000,000 or (ii) at the election of the
         holders of a majority of the outstanding shares of Series A Preferred
         Stock. Notwithstanding the preceding sentence, upon the effectiveness
         of a firm commitment underwritten public offering covering the offer
         and sale of Common Stock for the account of the Corporation having an
         aggregate offering price to the public of not less than $12 million and
         closing on or prior to June 30, 1998, each share of Series A Preferred
         Stock shall be automatically converted into 1-2/3 shares of Common
         Stock. In the event of the occurrence of a public offering upon the
         terms and conditions set forth in either of the two preceding
         sentences, the person(s) entitled to receive the Common Stock issuable
         upon such conversion of Series A Preferred

 
         Stock shall not be deemed to have converted such Series A Preferred
         Stock until immediately prior to the closing of such public offering."

         3. The foregoing amendment of the Articles has been duly approved by
the Board of Directors of the Corporation pursuant to Section 902 of the
California Corporations Code (the "Corporations Code").

         4. The foregoing amendment of the Articles has been duly approved by
the required vote of the shareholders of the Corporation pursuant to Sections
902 and 903 of the Corporations Code. The Corporation has two classes of shares,
Common Stock and Series A Preferred Stock (the "Preferred Stock"). Prior to the
approval of the foregoing amendment, the number of issued and outstanding shares
of Common Stock and Preferred Stock entitled to vote with respect to the
foregoing amendment were 7,532,301 and 900,000, respectively. The number of
shares of Common Stock voting in favor of the amendment exceeded the vote
required in that the affirmative vote of a majority of the outstanding shares of
Common Stock was required for approval of the amendment and the amendment was
approved by the affirmative vote of 90% of the outstanding shares of Common
Stock. The number of shares of Preferred Stock voting in favor of the amendment
exceeded the vote required in that the affirmative vote of a majority of the
outstanding shares of Preferred Stock was required for approval of the amendment
and the amendment was approved by the affirmative vote of 90% of the outstanding
shares of Preferred Stock.


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     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of our own knowledge.

DATED:  March 15, 1998                       /s/ Doreen M. Chiu
                                            -------------------------------
                                            Doreen M. Chiu, President



                                             /s/ Frank Y. Chiu
                                            -------------------------------
                                            Frank Y. Chiu, Secretary

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