Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  I-TRAX, INC.

      I-trax, Inc., a corporation organized and existing under and by virtue of
Section 242 of the General Corporation Law of the State of Delaware (the
"Corporation"),

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors adopted a resolution setting forth a
proposed amendment to the Amended Certificate of Corporation of said Corporation
and declaring  said  amendment  advisable and directing  that said  amendment be
submitted to the  stockholders of said  Corporation  entitled to vote in respect
thereof for their  approval.  The resolution  setting forth said amendment is as
follows:

                  RESOLVED,  that the FOURTH Article shall be amended to read in
full as follows:

                           "FOURTH:  The total  number of shares of stock  which
         the Corporation shall have authority to issue is 102,000,000 shares, of
         which (i) 100,000,000 shares are designated as Common Stock, $0.001 par
         value per share,  and (ii) 2,000,000 shares are designated as Preferred
         Stock, $0.001 par value per share.

                           The  Board  of  Directors  of  the   Corporation   is
         authorized,  by resolution or  resolutions  and subject to  limitations
         prescribed by law and the provisions of this Article FOURTH, to provide
         for the issuance of shares of Preferred Stock, in one or more series or
         class, and, by filing a statement  pursuant to the General  Corporation
         Law of Delaware, to establish from time to time the number of shares to
         be included  in each such series or class and to fix the  designations,
         powers,  preferences  and rights of the  shares of each such  series or
         class and the qualifications, limitations or restrictions thereof.

                           Effective as of 5:00 p.m.,  Eastern  Time, on January
         3, 2003 ("Effective  Time"),  each one (1) share of Common Stock issued
         and  outstanding  prior to the  Effective  Time  shall be and is hereby
         automatically  reclassified  and changed (without any further act) into
         one-fifth  (1/5th) of a fully-paid  and  nonassessable  share of Common
         Stock without  increasing or decreasing the amount of stated capital or
         paid in surplus of the Corporation,  provided that no fractional shares
         shall be issued and  instead of issuing  such  fractional  shares,  the
         Corporation  shall pay in cash the fair  value of such  fractions  of a
         share as of the Effective Time.

      SECOND: That thereafter said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its Chief Executive Officer this 27th day of December 2002.

                                          I-TRAX, INC.



                                          By:      /s/ Frank A. Martin
                                                   -------------------
                                                   Frank A. Martin
                                                   Chief Executive Officer