CERTIFICATE OF AMENDMENT

                    OF RESTATED CERTIFICATE OF INCORPORATION

                         OF COYOTE NETWORK SYSTEMS, INC.

     Coyote Network Systems, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of Coyote Network
Systems, Inc. resolutions were duly adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and directing that the proposed amendment be
considered at the next annual meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

     RESOLVED, that the Restated Certificate of Incorporation of this
     corporation be amended by changing the article thereof numbered Article I
     so that, as amended, said Article shall be and read as follows:

     "The name of the corporation (hereinafter referred to as the "Corporation")
is QUENTRA NETWORKS, INC."

     SECOND: That at a meeting of the Board of Directors of Coyote Network
Systems, Inc. resolutions were duly adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and directing that the proposed amendment be
considered at the next annual meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

     RESOLVED, that the Restated Certificate of Incorporation of this
     corporation be amended by changing the first paragraph of Article IV of the
     Restated Certificate of Incorporation so that, as amended, said paragraph
     shall be and read as follows:

     "The total number of shares of all classes which the corporation shall have
     authority to issue is 80,000,000, of which 10,000,000 shares shall be
     shares of Preferred Stock, $.01 par value per share, and 70,000,000 shares
     shall be shares of Common Stock, $1.00 par value per share."

     THIRD: That thereafter, at the next annual meeting of stockholders of said
corporation, duly called and held upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, the necessary number of
shares as required by statute were voted in favor of the amendments.

     FOURTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     FIFTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF, said Coyote Network Systems, Inc. has caused this
certificate to be signed by Timothy G. Atkinson, an Authorized Officer, this
27th day of July, 2000.

                                              /s/ Timothy G. Atkinson
                                              ------------------------------
                                              Timothy G. Atkinson, Secretary