EXHIBIT 3.3
                                                                     -----------

                                CDKNET.COM, INC.

              AMENDMENT TO CERTIFICATE OF DESIGNATIONS, RIGHTS AND
            PREFERENCES OF A SERIES OF PREFERRED STOCK BY RESOLUTION
                   OF THE BOARD OF DIRECTORS PROVIDING FOR AN
                 ISSUE OF 2,250,000 SHARES OF SERIES A PREFERRED
                       STOCK, $.0001 PAR VALUE, DESIGNATED
            AS THE "SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK"



         I, Andrew Schenker, President, of CDKNET.COM, INC., a Delaware
corporation (hereinafter called the "Corporation"), pursuant to the provisions
of Section 151 of the General Corporation Law of the State of Delaware ("DGCL"),
do hereby certify that pursuant to the authority expressly vested in the Board
of Directors of the Corporation by the Certificate of Incorporation, the Board
of Directors duly adopted the following resolutions amending the Designation
relating to the rights and preferences of Series A Preferred Stock (the
"Designation"), and these resolutions were approved by the holders of the
requisite number of outstanding shares of Series A Preferred Stock in accordance
with Section 151 of the DGCL and the Designation:


         "NOW, THEREFORE, BE IT RESOLVED:

         FIRST: That paragraph (a) of Section 5 of the Designation be amended in
its entirety to read as follows:

                  '(a) The record holder of shares of Series A Preferred Stock
         shall be entitled, at the option of the holder, to convert such shares
         into the number of fully-paid and non-assessable shares of Common Stock
         determined in accordance with the Conversion Formula as set forth
         below:

         Number of shares issued upon conversion = Stated Value/Conversion Price

         "Stated Value" =       the Stated Value of the shares of Series A
                                Preferred Stock to be converted;

         "Conversion Price" =   $.009091'.

         SECOND: That paragraph (d) of Section 5 of the Designation be amended
in its entirety to read as follows:

                  '(d) In connection with the conversion of any shares of Series
         A Preferred Stock, no fractions of shares of Common Stock shall be
         issued, but in lieu thereof the Corporation shall issue to the holder
         that would be entitled to a fraction of a share one additional whole
         share of Common Stock. If more than one share of Series A Preferred
         Stock shall be surrendered for conversion by the same holder at the
         same time, the number of full shares of Common Stock issuable on
         conversion thereof shall be computed on the basis of the total number
         of shares of Series A Preferred Stock so surrendered.'

         THIRD: That Section 5 be amended by adding the following paragraph (j):

         '(j) All outstanding shares of Series A Preferred Stock for which
         conversion notices have not previously been received which redemption
         has not been made shall be automatically converted into shares of
         Common Stock determined in accordance with the Conversion Formula set
         forth in paragraph 5 (a) hereof on the date that the Corporation's
         certificate of incorporation is amended to increase the number of
         authorized shares of Common Stock to an number sufficient to permit the
         conversion of all outstanding share os Series A Preferred Stock.'"


         I further certify that notice of the taking of this action by the
         consent of the requisite number of holders of Series A Preferred Stock
         was duly given to the non-consenting holders in compliance with Section
         228 of the DGCL.

         IN WITNESS WHEREOF, CDKNET.COM, INC. has caused this certificate to be
executed by its Chairman and CEO this 19th day of November, 2003.



                                                     CDKNET.COM, INC.



                                                     By: /s/ Steven A. Horowitz
                                                         ----------------------
                                                         Steven A. Horowitz,
                                                         Chairman and CEO

ATTEST:


/s/ Steven A. Horowitz
-----------------------------
Steven A. Horowitz, Secretary