Exhibit 2.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               E-DENTIST.COM, INC.

     e-dentist.com,  Inc. (the "Corporation"), a corporation organized under and
by virtue of the General  Corporation Law of the State of Delaware (the "DGCL"),
hereby adopts this  Certificate of Amendment (this  "Certificate of Amendment"),
which  amends  its   Certificate   of   Incorporation   (the   "Certificate   of
Incorporation"), as described below, and does hereby further certify that:

     FIRST: The name of the Corporation is e-dentist.com, Inc.

     SECOND: The Board of Directors of the Corporation duly adopted a resolution
proposing  and  declaring   advisable  the  amendment  to  the   Certificate  of
Incorporation as described herein, and the holders of at least a majority of the
outstanding  stock of the Corporation duly adopted and approved this Certificate
of Amendment by vote at the Company's  annual  meeting,  and written  notice has
been given, all in accordance with the provisions of Sections 242 and 228 of the
DGCL.

     THIRD:  The Article "FIRST" of the  Corporation's  Restated  Certificate of
Incorporation is amended to read in its entirety as follows:

     "FIRST. THE NAME OF THE CORPORATION IS EDT LEARNING, INC."

     FOURTH:  This  Certificate of Amendment  shall be effective when filed with
the Secretary of State for the State of Delaware.

     IN WITNESS  WHEREOF,  e-dentist.com,  Inc. has caused this  Certificate  of
Amendment of Certificate of Incorporation to be executed by Dr. James M. Powers,
Jr. its President and Chief Executive Officer, on this 2nd day of August, 2001.

                                        e-dentist.com, Inc.


                                        By:
                                            ------------------------------------
                                            Dr. James M. Powers, Jr., President
                                            and Chief Executive Officer