EXHIBIT 3.4

                          CERTIFICATE OF AMENDMENT OF
                             AMENDED AND RESTATED
                           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.   Article III of the Amended and Restated Articles of Incorporation of
the Corporation (the "Articles") is amended to read as follows, in its entirety:

          "The total number of shares of all classes of stock that this
     corporation is authorized to issue is 50 Million (50,000,000) shares,
     consisting of 42 Million (42,000,000) shares of Common Stock and 8 Million
     (8,000,000) shares of Preferred Stock. The Board of Directors is hereby
     authorized from time to time to provide by resolution for the issuance of
     shares of Preferred Stock in one or more classes or series not exceeding
     the aggregate number of shares of Preferred Stock authorized by these
     Amended and Restated Articles of Incorporation, as amended from time to
     time; to designate, and to fix the number of shares constituting, each such
     class or series; and to determine with respect to each such class or series
     the voting powers, if any (which voting powers if granted may be full or
     limited), designations, preferences and relative, participating, optional
     or other special rights, and the qualifications, limitations or
     restrictions applicable thereto, including, without limiting the generality
     of the foregoing, the voting rights applicable to any class or series
     (which may be any whole or fractional number of votes per share, and which
     may be applicable generally or only upon stated matters, events or
     conditions); the rate of dividend to which holders of Preferred Stock of
     any class or series may be entitled (which may or may not be cumulative
     and/or participating); the rights of holders of Preferred Stock of any
     class or series in the event of liquidation, dissolution or winding up of
     the affairs of this corporation or other circumstances; the rights, if any,
     of holders of Preferred Stock of any class or series to convert or exchange
     such shares of Preferred Stock for shares of any other class of capital
     stock


     of this corporation or any other entity or to convert or exchange such
     Preferred Stock for any other form of property (including in each case the
     determination of the price or prices or the rate or rates applicable to
     such rights to convert or exchange and the adjustment thereof, the time or
     times during which the right to convert or exchange shall be applicable and
     the time or times during which a particular price or rate shall be
     applicable); and the rights, if any, to redeem any class or series of
     Preferred Stock (which may be mandatory at a fixed time or upon the
     occurrence of a specified event, or may be optional on the part of this
     corporation and/or the shareholder).

          Unless otherwise provided by law or in a resolution or resolutions
     establishing a particular class or series of Preferred Stock, the aggregate
     number of authorized shares of Preferred Stock may be increased by an
     amendment to the Amended and Restated Articles of Incorporation approved
     solely by the holders of Common Stock and of any Preferred Stock which is
     entitled pursuant to its voting rights designated by the Board to vote
     thereon, if at all, voting together as a class.

          The Board of Directors shall be entitled to increase or decrease the
     number of shares previously designated by the Board to a class or series of
     Preferred Stock without prior shareholder approval, provided that at no
     time shall the Board of Directors be entitled to decrease the number of
     shares previously so designated to a class or series to a number that is
     less than the number of shares of such series then issued and outstanding.

          Before this corporation shall issue any shares of Preferred Stock of
     any class or series, a certificate, setting forth a copy of the resolution
     or resolutions of the Board of Directors, fixing the attributes of such
     class or series shall be filed in the manner prescribed by the laws of the
     State of California."

     3.   The foregoing amendment of the Amended and Restated Articles of
Incorporation 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 Amended and Restated Articles of
Incorporation has been duly approved by the required vote of the shareholders of
the


Corporation pursuant to Sections 902 and 903 of the Corporations Code. On June
1, 2000, the record date of the meeting of shareholders of the Corporation at
which the foregoing amendment of the Amended and Restated Articles of
Incorporation was approved, the total number of issued and outstanding shares of
Common Stock entitled to vote with respect to the foregoing amendment was
14,117,676. On said record date, the Corporation had no other class of
securities outstanding. 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 56% of
the outstanding shares of Common Stock.

     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.

     IN WITNESS WHEREOF, the undersigned have executed this certificate in Palo
Alto, California, this 31st day of August, 2000.


                                        /s/ DOREEN M. CHIU
                                        ------------------------------
                                        Doreen M. Chiu, President


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