EXHIBIT 3.1.3

                           CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                           COPPER VALLEY MINERALS LTD.

         The undersigned President, Secretary and Treasurer of Copper Valley
Minerals Ltd., a Nevada corporation (the "Corporation"), pursuant to the
provisions of Sections 78.385 and 78.390 of the Nevada Revised Statutes, for the
purposes of amending the Articles of Incorporation of the Corporation, does
hereby certify as follows:

         That the Board of Directors of the Corporation in a Combined Consent to
Action in lieu of Special Meeting of the Director and in lieu of Special Meeting
of the Stockholders signed on October 23, 2001, adopted resolutions to amend the
Articles of Incorporation as follows:

                  "Article 1 shall be amended as follows:

1.       Name: The name of the corporation shall be
                                  Dtomi, Inc."

                  "Article 5 shall be amended as follows:

"5.      Capitalization.  The total number of shares of all classes of stock
         that the Corporation shall have the authority to issue is 125,000,000
         shares, consisting of:

a.       100,000,000 shares of Common Stock, par value $.001 per share;
b.       25,000,000 shares of "blank check preferred stock," par value $.001
         per share.

The designations, powers, preferences and relative participating, optional or
other special rights, and the qualifications, limitations and restrictions
thereof in respect of the Preferred Stock and the Common Stock are as follows:

         A.       COMMON STOCK

         (1) Voting. Except as otherwise expressly provided by law, and subject
to the voting rights provided to the holders of Preferred Stock by these
Articles of Incorporation, the Common Stock shall have exclusive voting rights
on all matters requiring a vote of stockholders, voting together with the
holders of Preferred Stock, as one class.

         (2) Other Rights. Each share of Common Stock issued and outstanding
shall be identical in all respects one with the other, and no dividends shall be
paid on any shares of Common Stock unless the same is paid on all shares of
Common Stock outstanding at the time of such payment. Except for and subject to
those rights expressly granted to the holders of the Preferred Stock, or except
as may be provided by the laws of the State of Nevada, the holders of Common
Stock shall have exclusively all other rights of stockholders.
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         B.       BLANK CHECK PREFERRED STOCK

         (1) Issuance. The blank check preferred stock may be issued from time
to time in one or more series. Subject to the limitations set forth herein and
any limitations prescribed by law, the Board of Directors is expressly
authorized, prior to issuance of any series of blank check preferred stock, to
fix by resolution or resolutions providing for the issue of any series the
number of shares included in such series and the designations, relative powers,
preferences and rights, and the qualifications, limitations or restrictions of
such series. Pursuant to the foregoing general authority vested in the Board of
Directors, but not in limitation of the powers conferred on the Board of
Directors thereby and by the General Corporation Law of the State of Nevada, the
Board of Directors is expressly authorized to determine with respect to each
series of blank check preferred stock:

                  (1.1) the designation or designations of such series and the
number of shares (which number from time to time may be decreased by the Board
of Directors, but not below the number of such shares then outstanding, or may
be increased by the Board of Directors unless otherwise provided in creating
such series) constituting such series;

                  (1.2) the rate or amount and times at which, and the
preferences and conditions under which, dividends shall be payable on shares of
such series, the status of such dividends as cumulative or noncumulative, the
date or dates from which dividends, if cumulative, shall accumulate, and the
status of such shares as participating or nonparticipating after the payment of
dividends as to which such shares are entitled to any preference;

                  (1.3) the rights and preferences, if any, of the holders of
shares of such series upon the liquidation, dissolution or winding up of the
affairs of, or upon any distribution of the assets of, the corporation, which
amount may vary depending upon whether such liquidation, dissolution or winding
up is voluntary or involuntary and, if voluntary, may vary at different dates,
and the status of the shares of such series as participating or nonparticipating
after the satisfaction of any such rights and preferences;

                  (1.4) the full or limited voting rights, if any, to be
provided for shares of such series, in addition to the voting rights provided by
law;

                  (1.5) the times, terms and conditions, if any, upon which
shares of such series shall be subject to redemption, including the amount the
holders of shares of such series shall be entitled to receive upon redemption
(which amount may vary under different conditions or at different redemption
dates) and the amount, terms, conditions and manner of operation of any
purchase, retirement or sinking fund to be provided for the shares of such
series;

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                  (1.6) the rights, if any, of holders of shares of such series
to convert such shares into, or to exchange such shares for, shares of any other
class or classes or of any other series of the same class, the prices or rates
of conversion or exchange, and adjustments thereto, and any other terms and
conditions applicable to such conversion or exchange;

                  (1.7) the limitations, if any, applicable while such series is
outstanding on the payment of dividends or making of distributions on, or the
acquisition or redemption of, Common Stock or any other class of shares ranking
junior, either as to dividends or upon liquidation, to the shares of such
series;

                  (1.8) the conditions or restrictions, if any, upon the issue
of any additional shares (including additional shares of such series or any
other series or of any other class) ranking on a parity with or prior to the
shares of such series either as to dividends or upon liquidation; and

                  (1.9) any other relative powers, preferences and
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of shares of such series; in each case, so
far as not inconsistent with the provisions of these Articles of Incorporation
or the General Corporation Law of the State of Nevada as then in effect."

         The foregoing amendments to the Articles of Incorporation were duly
authorized by the written consent of the shareholders of the Corporation,
pursuant to Section 78.320 of the Nevada Revised Statutes on October 23, 2001.

         The vote by which the stockholders holding shares in the Corporation
entitling them to exercise at lease a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series or as may be required by the provisions of the Articles of
Incorporation of the Corporation have voted in favor of the amendment is: 59%.

         The undersigned President, Secretary and Treasurer of the Corporation
hereby declares that the foregoing Certificate of Amendment to Articles of
Incorporation is true and correct to the best of his knowledge and belief.

         IN WITNESS WHEREOF, this certificate has been executed by the
undersigned on October 23, 2001.



                                         /s/ Richard Libutti
                                         ---------------------------------------
                                         Richard Libutti
                                         President, Secretary and Treasurer

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