EXHIBIT 3.3

                             STATEMENT OF RESOLUTION
                      ESTABISHING SERIES OF PREFERRED STOCK
                                       OF
                                MICROGRAFX, INC.


TO THE SECRETARY OF STATE
OF THE STATE OF TEXAS:

     Pursuant  to  the   provisions  of  Article  2.13  of  the  Texas  Business
Corporation Act, the undersigned Corporation submits the following statement for
the purpose of  establishing  and  designating  a series of Preferred  Stock and
fixing and determining the rights and preferences thereof:

     1.  The name of the Corporation is Micrografx, Inc. (the "Corporation").

     2.  The  following  resolution  establishing  and  designating  a series of
         shares of  Preferred  Stock and fixing  and  determining  the  relative
         rights  and  preferences  thereof,  was duly  adopted  by the  Board of
         Directors of the Corporation  (the "Board") as of August 30, 2000, such
         Board  approval  being  all  necessary   action  on  the  part  of  the
         Corporation to adopt such resolution:

"RESOLVED, that pursuant to the authority expressly granted to and vested in the
Board of Directors of this Corporation, in accordance with the provisions of its
Articles of Incorporation,  as amended,  a series of Preferred Stock, with a par
value of $0.01 per share, of the Corporation be, and hereby is,  established and
given the distinctive  designation of Series A Convertible  Preferred Stock (the
"Series A Preferred  Stock).  This Series  consists of four million  (4,000,000)
shares with the following rights and preferences:

     1. DIVIDENDS ON SERIES A PREFERRED STOCK. The holders of shares of Series A
Preferred Stock shall be entitled to receive out of funds legally  available for
declaration of dividends, cumulative dividends in cash, when, as and if declared
by the Board of Directors of the Corporation  (the "Board"),  at the annual rate
of $0.09 per share,  payable upon the earliest of (a) conversion of the Series A
Preferred  Stock,  (b) redemption of the Series A Preferred Stock, or (c) upon a
Liquidation (as defined below),  or earlier if the Corporation  elects to do so.
Such  dividends  shall  commence  to accrue on the shares of Series A  Preferred
Stock and be  cumulative  from and after the date of  issuance of such shares of
Series A Preferred  Stock and shall be deemed to accumulate and shall be payable
for any  period  less  than a full  year on the basis of a year of 360 days with
equal 30 day months.

     2.  PREFERENCE ON LIQUIDATION, DISSOLUTION OR WINDING UP.

          A. DEFINITION.  A consolidation or merger of the Corporation or a sale
          or  transfer  of  substantially  all of its  assets  as an
          entirety,  shall not be regarded  as  Liquidation  (as defined  below)
          within the meaning of this  Section 3. As used  herein,  "Liquidation"
          shall mean any  liquidation,  dissolution or winding up of the affairs
          of the Corporation.

          B.  RANKING.  With  respect to  dividends,  redemption  rights and the
          distribution  of assets  upon a  Liquidation,  the Series A  Preferred
          Stock shall rank senior to all other capital stock of the Corporation.


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              C.  LIQUIDATION.  During any  proceedings  for a Liquidation,  the
         holders of the Series A  Preferred  Stock  shall be entitled to receive
         $1.50,  plus any  dividends  accrued  but not paid prior to the date of
         Liquidation,  in cash for each share of Series A  Preferred  Stock (the
         "Liquidation  Value"),  before  any  distribution  of the assets of the
         Corporation  shall be made to the  holders  of any  shares of the other
         capital stock of the  Corporation,  or funds necessary for such payment
         shall have been set aside in trust for the  account  of the  holders of
         the  outstanding  Series A  Preferred  Stock  so as to be and  continue
         available  therefor.  If upon such liquidation,  dissolution or winding
         up, the assets  distributable  to the holders of the Series A Preferred
         Stock  shall be  insufficient  to  permit  the  payment  to them of the
         Liquidation  Value per share,  the assets of the  Corporation  shall be
         distributed  to the  holders of the Series A  Preferred  Stock  ratably
         until  they  shall have  received  the full  amount to which they would
         otherwise be entitled.  If the assets of the Corporation are sufficient
         to permit the  payment of such  amounts to the  holders of the Series A
         Preferred  Stock,  the remainder of the assets of the  Corporation,  if
         any, after the  distributions  as aforesaid  shall be  distributed  and
         divided  ratably  among the holders of the other  capital  stock of the
         Corporation then outstanding according to their respective shares.

3. VOTING RIGHTS. Other than as specifically provided below in this Section 3 or
   as required by law,  the holders of shares of Series A Preferred
Stock ("Series A Preferred Stockholder") shall have no voting rights:

              A. The  consent of the  holders of a majority  of the  outstanding
         shares of Series A Preferred Stock ("Majority Preferred  Stockholder"),
         acting  as a single  class,  given in  person  or by  proxy,  either in
         writing  without a meeting  or by vote at any  meeting  called  for the
         purpose,  shall be necessary in advance for effecting or validating (i)
         changes  in the  designations,  preferences,  limitations  or  relative
         rights of the shares of the Series A Preferred Stock,  (ii) increase in
         the  aggregate  number of  authorized  shares of the Series A Preferred
         Stock or (iii) the creation of a new class of shares  having rights and
         preferences equal, prior or superior to the Series A Preferred Stock.

              B.  The Majority Preferred  Stockholder shall have the exclusive
         right,  voting as a single class, to elect two directors of the
         Corporation.

 4.  REDEMPTION.

              A. MANDATORY  REDEMPTION.  Any Series A Preferred  Stockholder may
         require,  at such holders' sole  discretion,  the Corporation to redeem
         all, or any portion  of, its  outstanding  shares of Series A Preferred
         Stock at a price equal to the Liquidation Value, upon the occurrence of
         a Sale (as defined below) or Merger (as defined below). The Corporation
         shall give each Series A Preferred  Stockholder  at least 20 days prior
         written notice of the closing date of any Sale or Merger. Each Series A
         Preferred Stockholder electing to have its shares of Series A Preferred
         Stock  redeemed  as a  result  of any  Sale or  Merger  must  give  the
         Corporation  written notice of its election to require such  redemption
         within 10 days of the date of the notice of any Sale or Merger or shall
         be deemed to have  waived such right.  The  redemption  of the Series A
         Preferred Stock requested to be redeemed  pursuant to this Section 4.A.
         shall be made on the closing date of the Sale or Merger triggering such
         redemption rights.


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              B. OPTIONAL REDEMPTION. Subject to the prior right of any Series A
         Preferred  Stockholder  to convert the Series  Preferred  Stock,  on or
         after March 1, 2001, the Corporation shall have the right to redeem the
         Series A Preferred  Stock in full, but not in part, at the  Liquidation
         Value in the event that the average Closing Price (as defined below) of
         the Corporation's  Common Stock, $0.01 par value ("Common Stock") for a
         period of at least sixty (60) trading days shall be twenty-five percent
         (25%) higher than the Conversion Price in effect during such period. At
         least 20 days prior to this  redemption of shares of Series A Preferred
         Stock,  the Corporation  shall transmit notice to each holder of record
         of the shares of Series A Preferred Stock at such holder's  address set
         forth in the stock records of the Corporation  sent by first class mail
         postage prepaid.  Such notice shall state the date fixed for redemption
         (the  "Redemption  Date") and the redemption  price and shall call upon
         the holder to surrender to the  Corporation on the  Redemption  Date at
         the  place  designated  in the  notice  such  holder's  certificate  or
         certificates  representing  shares of Series A Preferred  Stock.  On or
         after the Redemption  Date, each holder of shares of Series A Preferred
         Stock shall surrender the  certificate or certificates  evidencing such
         shares to the  Corporation  at the place  designated  in such notice in
         exchange for payment of the Redemption  Price.  At any time on or prior
         to the Redemption Date, each Series A Preferred  Stockholder shall have
         the  ability to convert  its Series A  Preferred  Stock into  shares of
         Common Stock or Image2Web Stock (as defined below) as provided  herein.
         As used herein,  "Closing Price" shall mean the per share closing price
         of the Common Stock on The NASDAQ  Stock Market or such other  exchange
         or market on which the Common Stock is so traded.

5.  RETIREMENT OF SHARES.      Any shares of Series A Preferred  Stock
 redeemed,  purchased or otherwise  acquired by the Corporation  shall be deemed
retired and shall be canceled and may not under any  circumstances  thereafter
be reissued or otherwise disposed of by the Corporation.

6.  CONVERSION.

              A. CONVERSION RATIO. Any Series A Preferred  Stockholder may elect
         to convert all or any portion (in blocks of at least 10,000  shares) of
         its shares of Series A Preferred Stock as hereinafter  provided in this
         Section 6. Subject to adjustment  pursuant to Section 6.B.,  each share
         of Series A  Preferred  Stock  shall be  converted  into the  number of
         shares  determined  by  dividing  $1.50 by the  lesser of (i) the Reset
         Conversion  Price  (as  defined  below)  in  effect  as of the  date of
         conversion and (ii) the  Conversion  Price (as defined below) in effect
         as of the date of conversion.  As used herein, "Reset Conversion Price"
         shall mean the greater of (a) $1.00 or (b) the average Closing Price of
         the Common Stock for the thirty day period  ending the day  immediately
         preceding  the date of  conversion  of the  Series A  Preferred  Stock;
         provided, that, if the Corporation shall effect a transaction described
         in  Section  6.B.1.  below,  clause  (a) of this  definition  of  Reset
         Conversion  Price shall be multiplied by the same fraction by which the
         Conversion Price is multiplied in Section 6.B.1. below.

              B.  ANTI-DILUTION.  The  Conversion  Price  is  subject  to
         adjustment  from  time to time  upon the occurrence of any of the
         events enumerated in this Section 6.B.

                  1. In the  event  that the  Corporation  shall  (a)  declare a
              dividend  on the  Common  Stock in  shares  of its  capital  stock
              (whether  shares of such Common  Stock or of capital  stock of any
              other  class  of the  Corporation),  (b)  split or  subdivide  the
              outstanding  Common Stock, or (c) combine the  outstanding  Common
              Stock  into a smaller  number of  shares,  then (as a result of an
              event described in (a), (b) or (c)) the Conversion  Price shall be
              adjusted  to equal the product of the  Conversion  Price in effect
              immediately  prior to such  event  multiplied  by a  fraction  the
              numerator  of which is equal to the  number  of  shares  of Common
              Stock  outstanding on a Fully Diluted Basis  immediately  prior to
              the event and the  denominator  of which is equal to the number of
              shares  of  Common  Stock  outstanding  on a Fully  Diluted  Basis
              immediately after such event.


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                  2. In the event that the  Corporation  shall (a) issue  (other
              than Exempt Shares (as defined  below)) any shares of Common Stock
              without  consideration  or at a price  per  share  less  than  the
              Conversion  Price (as  defined  below)  immediately  prior to such
              issuance, or (b) issue (other than Exempt Shares) options,  rights
              or warrants to  subscribe  for or purchase  such Common  Stock (or
              securities   convertible   into   such   Common   Stock)   without
              consideration  or at a price  per share  (or  having a  conversion
              price per share, if a security convertible into such Common Stock)
              less than the Conversion Price immediately prior to such issuance,
              then the Conversion  Price shall be reduced to an amount  obtained
              by  multiplying  the  Conversion  Price  by a  fraction  (aa)  the
              numerator  of  which is the  number  of  shares  of  Common  Stock
              outstanding on a Fully Diluted Basis immediately prior to the such
              issuance PLUS the number of shares of Common Stock,  if any, which
              the aggregate  consideration,  if any, received by the Corporation
              in connection  with such issuance would purchase at the Conversion
              Price,  and (bb) the  denominator  of which is the total number of
              shares  of  Common  Stock  outstanding  on a Fully  Diluted  Basis
              immediately after such issuance.  In case such subscription  price
              may be paid in a consideration  part or all of which shall be in a
              form other than cash, the value of such consideration  shall be as
              determined by an investment banking firm reasonably  acceptable to
              the Majority Preferred  Stockholder (the cost of the engagement of
              said  investment  banking  firm to be borne  by the  Corporation).
              Shares of such  Common  Stock  owned by or held for the account of
              the  Corporation  or any  subsidiary  thereof  shall not be deemed
              outstanding  for  the  purpose  of  any  such  computation.   Such
              adjustment  shall be made  successively  whenever the date of such
              issuance is fixed (which date of issuance shall be the record date
              for such issuance if a record date therefor is fixed); and, in the
              event that such shares or options,  rights or warrants  are not so
              issued,  the  Conversion  Price  shall again be adjusted to be the
              Conversion Price if the date of such issuance had not been fixed.

                  3. No  adjustment  in the  Conversion  Price shall be required
              unless such adjustment would require an increase or decrease of at
              least one-tenth of one percent (.1%) in the total number of shares
              of Common Stock that would be issued as a result of the conversion
              of all of the shares of Series A Preferred  Stock;  PROVIDED  that
              any  adjustments  which by reason of this section are not required
              to be made shall be carried  forward and taken into account in any
              subsequent  adjustment.  All calculations under this section shall
              be made to the nearest hundredth of one percent.

                  4.  In  the  event  of  any  capital   reorganization  of  the
              Corporation,  or of any  reclassification  of any Common Stock for
              which the Series A Preferred  Stock is  convertible  (other than a
              subdivision or  combination  of outstanding  shares of such Common
              Stock), or in case of the consolidation of the Corporation with or
              the merger of the Corporation  with or into any other  corporation
              or of the sale of the properties and assets of the Corporation as,
              or substantially  as, an entirety to any other entity,  each share
              of  Series  A   Preferred   Stock   shall   after   such   capital
              reorganization,    reclassification    of   such   Common   Stock,
              consolidation,  merger or sale be convertible,  upon the terms and
              conditions specified in this Agreement,  into the number of shares
              of stock or other  securities  or  assets to which a holder of the
              number of shares of Common  Stock into which such shares of Series
              A Preferred  Stock are  convertible  (at the time of such  capital
              reorganization,    reclassification    of   such   Common   Stock,
              consolidation,  merger or sale) would have been entitled upon such
              capital  reorganization,  reclassification  of such Common  Stock,
              consolidation, merger or sale; and in any such case, if necessary,
              the  provisions set forth in this Section 6.B. with respect to the
              rights thereafter of such shares of Series A Preferred Stock shall
              be appropriately adjusted so as to be applicable, as nearly as may
              reasonably  be,  to any  shares  of stock or other  securities  or
              assets thereafter  deliverable upon the conversion of the Series A
              Preferred  Stock.  The  Corporation  shall  not  effect  any  such
              consolidation, merger or sale, unless prior to or


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                  simultaneously  with the consummation  thereof,  the successor
              corporation  (if other than the  Corporation)  resulting from such
              consolidation or merger or the corporation  purchasing such assets
              or the appropriate  corporation or entity shall assume, by written
              instrument,  the  obligation to deliver to each holder of Series A
              Preferred  Stock  the  shares of  stock,  securities  or assets to
              which, in accordance with the foregoing provisions, such holder of
              Series A Preferred Stock may be entitled pursuant to this section.

                  5. If any question shall at any time arise with respect to the
              adjusted  Conversion  Price,  such question shall be determined by
              the independent firm of certified public accountants of recognized
              national standing selected by the Majority  Preferred  Stockholder
              and acceptable to the Corporation.

                  6.  As used in this Section 6.B., the following terms shall
              have the following meanings:

                      (i)  "Conversion  Price"  shall  initially  mean $1.50 per
                  share;  provided,  that, such  Conversion  Price is subject to
                  adjustment as provided in this Section 6.B.

                      (ii) "Exempt  Shares" means (a) all shares of Common Stock
                  issued  upon (1)  exercise of all  options,  warrants or other
                  rights  to  acquire  Common  Stock  or (2)  conversion  of all
                  securities  convertible into Common Stock, which such options,
                  warrants,  rights or  convertible  securities  are  issued and
                  outstanding  as of August  31,  2000,  and (b) all  options to
                  purchase shares of Common Stock issued to employees, directors
                  and consultants of the Corporation and its subsidiaries  after
                  August 31,  2000 and the shares of Common  Stock  issued  upon
                  exercise thereof.

                      (iii)  "Fully  Diluted  Basis"  means,  with  reference to
                  outstanding  Common  Stock,  the  shares of Common  Stock that
                  would be outstanding  assuming that all  outstanding  options,
                  warrants  and other  rights to acquire  Common  Stock had been
                  exercised (to the extent such rights are then exercisable) and
                  all  securities  convertible  into Common  Stock had then been
                  converted (to the extent such securities are then convertible)
                  and had been issued.

              C.  MECHANICS  OF  CONVERSION.  Each  holder of Series A Preferred
         Stock   electing  to  convert  shall   surrender  the   certificate  or
         certificates  therefor at the Corporation's  offices at any time during
         normal business hours. Upon delivery of the certificate or certificates
         to the Corporation, each holder of Series A Preferred Stock electing to
         convert  shall also state the name or names (with  addresses)  in which
         the  certificate or certificates  evidencing  ownership of Common Stock
         shall be issued.  Thereupon the  Corporation  shall  promptly issue and
         deliver,  or  cause  to be  issued  and  delivered,  to such  holder  a
         certificate  or  certificates  for the number of whole shares of Common
         Stock to which such holder is entitled  under the terms of this Section
         6. To the extent  permitted by law, such conversion  shall be deemed to
         have been made  immediately  prior to the close of business on the date
         of such surrender of the certificate  representing the shares of Series
         A Preferred  Stock to be converted,  and the person entitled to receive
         the  shares of Common  Stock  issuable  upon such  conversion  shall be
         treated for all purposes as the record  holder of such shares of Common
         Stock on such date.


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              D. REORGANIZATIONS,  MERGERS OR SALES OF ASSETS. If at any time or
         from time to time there is a capital reorganization of the Common Stock
         or a Merger (as defined below) or a Sale (as defined below), then, as a
         part of such reorganization, Merger or Sale, provision shall be made so
         that the holders of the Series A Preferred  Stock shall  thereafter  be
         entitled to receive upon conversion of each share of Series A Preferred
         Stock  held,  the  number  of shares  of stock or other  securities  or
         property of the Corporation,  or of the successor corporation resulting
         from  such  reorganization,  Merger  or Sale,  to which a holder of the
         number of  shares  of  Common  Stock  that  could  otherwise  have been
         acquired upon  conversion of a share of Series A Preferred  Stock would
         have been entitled on such reorganization,  Merger or Sale. In any such
         case,  appropriate  adjustment  shall be made in the application of the
         provisions  of this Section 6 with respect to the rights of the holders
         of the Series A  Preferred  Stock after the  reorganization,  Merger or
         Sale to the end  that  the  provisions  of this  Section  6  (including
         adjustment  of the  number  of shares of  Common  Stock  issuable  upon
         conversion of the Series A Preferred  Stock) shall be applicable  after
         the event and be as nearly  equivalent as may be practicable.  A "Sale"
         shall  mean  the  sale,  lease,   assignment  or  transfer  of  all  or
         substantially all of the Corporation's assets approved by the Board and
         the Corporation's  stockholders.  A "Merger" shall mean the acquisition
         of the  Corporation by another entity by way of merger,  consolidation,
         or  other  business  combination  resulting  in  the  exchange  of  the
         outstanding  shares of the Corporation for securities or  consideration
         issued,  or caused to be issued,  by the acquiring  corporation  or its
         parent or subsidiary.

              E.  FRACTIONAL  SHARES.  No fractional  shares or script of Common
         Stock shall be issued upon  conversion of Series A Preferred  Stock. In
         lieu of a  fractional  share of Common  Stock to which the holder would
         otherwise  be  entitled,  the  Corporation  shall pay cash equal to the
         product of such  fraction  multiplied  by the fair market  value of one
         share of Common Stock on the date of  conversion  as determined in good
         faith by the Board.

              F. RESERVATION OF COMMON STOCK. The Corporation shall at all times
         reserve and keep available out of its authorized but unissued shares of
         Common Stock, solely for the purpose of effecting the conversion of the
         shares of Series A Preferred Stock, such number of its shares of Common
         Stock as shall from time to time be sufficient to effect the conversion
         of all outstanding  shares of Series A Preferred  Stock;  and if at any
         time the number of authorized but unissued shares of Common Stock shall
         not be  sufficient  to effect the  conversion  of all then  outstanding
         shares of Series A  Preferred  Stock,  the  Corporation  will take such
         corporate action as may, in the opinion of its counsel, be necessary to
         increase its  authorized  but  unissued  shares of Common Stock to such
         number of shares as shall be sufficient for such purpose.

              G.  CANCELLATION  OF  CONVERTED  SHARES.  Shares of Series A
         Preferred  Stock  converted  into Common Stock shall be canceled and
         may not  thereafter be reissued and the number of authorized  shares of
         Series A Preferred Stock shall be correspondingly reduced.

              H. STOCK FULLY PAID. All shares of Common Stock that may be issued
         upon conversion of the Series A Preferred Stock will, upon issuance, be
         fully  paid and  nonassessable,  and free  from all  taxes,  liens  and
         charges  with  respect to the issue  thereof  (other than  restrictions
         under federal and state securities laws).

7.  CONVERSION  INTO COMMON STOCK OF IMAGE2WEB,  INC. (THE  "IMAGE2WEB").  As an
alternative  to the  conversion  of the Series A Preferred  Stock into shares of
Common Stock  provided in Section 6 hereof,  any Series A Preferred  Stockholder
may elect to  convert a portion  (in  blocks of at least  10,000  shares) of its
shares of Series A Preferred  Stock but not more than 50% (fifty percent) of all
shares Series A Preferred Stock held by such Series A Preferred Stockholder into
shares of common stock of Image2Web  owned by the  Corporation  (the  "Image2Web
Stock").  Each share of Series A Preferred Stock shall be convertible into 0.698
shares of  Image2Web  Stock.  Any Series A  Preferred  Stockholder  electing  to
convert into Image2Web Stock shall follow the conversion  procedures outlined in
Section  6.C.  hereof.  So long as any  shares of Series A  Preferred  Stock are
outstanding,  the  Corporation  shall own  enough  Image2Web  stock to honor the
conversion rights set forth in this Section 7.


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         IN WITNESS  WHEREOF,  the undersigned has executed this Statement as of
the 1st day of September, 2000.

                                                     MICROGRAFX, INC.


                                                     By: /S/ JOHN M. CARRADINE
                                                       -----------------------
                                                       Name: John M. Carradine
                                                       Title:  Chief Financial
                                                                Officer


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