EXHIBIT 3.2.2

                          DYNAMICWEB ENTERPRISES, INC.

                                BYLAW AMENDMENTS
                            ADOPTED JANUARY 21, 1998


         The following amendments were approved at a special meeting of the
Board of Directors of DynamicWeb Enterprises, Inc. (the "Company") was held at
the corporate offices of the Company on January 21, 1998.

                  RESOLVED, that Article III (Shareholders' Meetings), Section 3
(Special Meetings) of the bylaws of the Company be and is hereby amended and
restated in its entirety to read as follows:

                           "Section 3. Special Meetings: Special meetings of the
shareholders may be called by the President or the Board of Directors or by
shareholders who in the aggregate hold at least ten percent of the outstanding
shares of the Company which are entitled to vote at such special meeting, but
not otherwise by the shareholders unless otherwise required by law."

                  RESOLVED FURTHER, that Article IV (Directors), Section
1(General) of the bylaws of the Company be and is hereby amended to add the
following sentence at the end thereof:

                           "Any one or more members of the Board of Directors,
including the entire Board, may be removed with or without cause by an
affirmative vote of shareholders who hold a majority of the outstanding shares
of the Company which are entitled to vote on such matter."

                  RESOLVED FURTHER, that Article III (Shareholders' Meetings),
Section 10(2) (Voting) of the bylaws of the Company be and is hereby amended to
add the following clause at the end thereof:

                           "or by these Bylaws"


         Certified this 21st day of January, 1998.



                                       /s/ STEVE VANECHANOS, Sr.
                                       -----------------------------------------
                                           Steve Vanechanos, Sr.
                                           Secretary

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