EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             OPAL TECHNOLOGIES, INC.


It  is  hereby  certified  that:

          1.     The  name  of  the  corporation  (hereinafter  called  the
"corporation")  is  Opal  Technologies,  Inc.


          2.     The  certificate  of incorporation of the corporation is hereby
amended  by  striking  out  Article FIRST thereof and by substituting in lieu of
said  Article  the  following  new  Article:

          "FIRST:  The  name  of  the  corporation  (hereinafter  called  the
"corporation")  is  Lapis  Technologies,  Inc."


          3.     The  amendment  of  the  certificate  of  incorporation  herein
certified has been duly adopted and written consent has been given in accordance
with  the  provisions  of Sections 228 and 242 of the General Corporation Law of
the  State  of  Delaware.

Signed  on  October  3,  2002.


                              /s/  Harry  Mund
                              ---------------------------------
                              Harry  Mund,  President  and  CEO




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