**Exhibit 3.1.3**

** **

**CERTIFICATE OF AMENDMENT TO THE**

**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION**

 

Artemis International Solutions Corporation, a corporation organizedand existing under and by virtue of the General Corporation Law of the State ofDelaware (the “Corporation”) does hereby certify:

 

FIRST:  By requisite vote of theBoard of Directors of the Corporation, resolutions were adopted setting forth aproposed amendment to the Amended and Restated Certificate of Incorporation ofthe Corporation, declaring such amendment to be advisable and directing thatthe proposed amendment be submitted to the stockholders for their approval.

 

SECOND:  The following amendmentto the Amended and Restated Certificate of Incorporation was approved inaccordance with Section 242 of the General Corporation Law of the State ofDelaware.

 

The Amended and Restated Certificate of Incorporation is hereby amendedby deleting the first paragraph of Article III of the Amended and RestatedCertificate of Incorporation and inserting the following in lieu thereof:

 

“The totalnumber of shares of all classes of capital stock which the Corporation shallhave authority to issue is 525,000,000, consisting of (a) 500,000,000 shares ofcommon stock, par value $0.001 per share (the “Common Stock”) and (b)25,000,000 shares of preferred stock, par value $0.001 per share (the“Preferred Stock”).

 

Immediatelyupon the filing and effectiveness of this Amendment to the Amended and RestatedCertificate of Incorporation (the “Effective Time”), each twenty-five (25)shares of the Common Stock, issued and outstanding immediately prior to theEffective Time (the “Old Common Stock”), shall automatically, without furtheraction on the part of the Corporation or any holder of Old Common Stock, becombined, converted and changed into one (1) fully paid and nonassessable shareof Common Stock (the “New Common Stock”), subject to the treatment offractional share interests as described below (the “Reverse Stock Split”).  The conversion of the Old Common Stock intoNew Common Stock will be deemed to occur at the Effective Time regardless ofwhen the certificates representing such Old Common Stock are physicallysurrendered to the Corporation in exchange for certificates representing NewCommon Stock.  After the Effective Time,certificates representing the Old Common Stock will, until surrendered to theCorporation in exchange for certificates representing the New Common Stock,represent the number of shares of New Common Stock into which such Old CommonStock shall have been converted pursuant to this Amendment and the

 

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right toreceive cash in lieu of any fractional share interest.  No certificates representing fractionalshares of New Common Stock shall be issued in connection with the Reverse StockSplit.  Holders who otherwise would beentitled to receive fractional share interests of New Common Stock shall beentitled to receive in lieu of fractional shares and upon surrender to theCorporation’s transfer agent of their certificates representing Old CommonStock, duly endorsed, a cash payment in an amount equal to the productcalculated by multiplying (i) the closing sales price of the Corporation’sCommon Stock on the trading day immediately preceding the Effective Time asreported on the Over-the-Counter Bulletin Board or, if no such sales priceexists, the mid-range between the last bid and asked price on the date of theEffective Time by (ii) the number of shares of Old Common Stock held by suchholder that would otherwise have been converted into a fractional shareinterest.  Upon surrender by a holder ofOld Common Stock of a certificate or certificates for Old Common Stock, dulyendorsed, to the Corporation’s transfer agent, the Corporation shall, as soonas practicable thereafter, issue and deliver to such holder of Old CommonStock, or to the nominee or nominees of such holder, a certificate orcertificates for the number of shares of New Common Stock to which such holdershall be entitled as aforesaid together with cash in lieu of any fractionalshare interest.”

 

THIRD: This Certificate of Amendment shall become effective as of February 7,2003 at 9 a.m.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate ofAmendment to be executed this 5th day of February 2003.

 
|   | ARTEMIS INTERNATIONAL  SOLUTIONS CORPORATION  |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | By:                                           |   |   |
|   | Name:  Michael J. Rusert                      |
|   | Title:  President and Chief Executive Officer |

 

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