Exhibit
      3.1.3




AMENDED
      AND RESTATED


CERTIFICATE
      OF INCORPORATION


OF


FINITY
      HOLDINGS, INC.





The
      name
      of the corporation is Finity Holdings, Inc. ("Finity"). Finity’s original
      Certificate of Incorporation was filed on February 5, 1993 under the name
      Columbia Capital Corp. This Amended and Restated
      Certificate of Incorporation was duly adopted in accordance with Sections 242
      and 245 of the General Corporation Law of the State of Delaware (the
      "DGCL").




ARTICLE
      I




NAME
      OF
      CORPORATION





The
      new
      name of the corporation is Patients & Physicians, Inc. (hereinafter, the
“Corporation”).








ARTICLE
      II





REGISTERED
      OFFICE; REGISTERED AGENT





The
      address of the registered office of the Corporation in the State of Delaware
      is
      2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle,
      Delaware 19808. The name of its registered agent at that address is Corporation
      Service Company.




ARTICLE
      III





PURPOSE;
      TERM OF EXISTENCE





The
      purpose of the Corporation is to engage in any lawful act or activity for which
      a corporation may be organized under the General Corporation Law of the State
      of
      Delaware. The period during which the Corporation shall continue is
      perpetual.




ARTICLE
      IV





CAPITAL
      STOCK





SECTION
      A. The amount of total authorized capital stock of this Corporation shall be
      One
      Hundred Thirty Million shares, divided as follows: (i) One Hundred Twenty Five
      Million shares of Common Stock, with $0.001 par value (the "Common Stock"),
      and
      (ii) Five Million shares of Preferred Stock, with $0.001 par value (the
      "Preferred Stock").




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SECTION
      B. The Preferred Stock may be issued from time to time as herein provided in
      one
      or more series. The Board of Directors shall have the full authority to
      determine and state the designations and the relative rights (including, without
      limitation, if any, par value, conversion rights, participation rights, voting
      rights, dividend rights, and stated, redemption and liquidation values), ranking
      preferences, limitations and restrictions of each such series by the adoption
      of
      resolutions prior to the issuance of each such series authorizing the issuance
      of such series. All shares of Preferred Stock of the same series shall be
      identical with each other in all respects, except will respect to the right
      to
      receive dividends which may vary depending on the date of purchase.





SECTION
      C: The Corporation has effectuated a one hundred twenty five (125) to one (1)
      reverse stock split as to its shares of Common Stock outstanding as of January
      31, 2006, which decreased its authorized shares of Common Stock from 100,000,000
      shares to 800,000 shares. The reverse stock split shall not change the
      authorized capital stock of the Corporation or par value thereof from that
      authorized in Section A of this Article. No fractional shares will be issued
      in
      connection with the reverse stock split and all fractional interests will be
      rounded up to the next whole share.




ARTICLE
      V





DIRECTORS





SECTION
      A. NUMBER; TERM





The
      maximum number of directors shall be defined by the Board of Directors in
      accordance with the Bylaws and the minimum number of directors shall be
      three.




SECTION
      B. QUALIFICATIONS





Directors
      need not be stockholders of the Corporation nor be residents of the State of
      Delaware.




SECTION
      C. VACANCIES





Subject
      to the rights, if any, of the holders of shares of any class or series of
      Preferred Stock then outstanding to elect directors under specified
      circumstances as may be required by the DGCL or applicable regulations of any
      exchange on which the Corporation's capital stock may be listed, newly created
      directorships resulting from any increase in the number of directors and any
      vacancies on the Board of Directors resulting from death, resignation,
      disqualification, or removal shall be filled by the affirmative vote of a
      majority of the remaining directors then in office, even though less than a
      quorum of the Board of Directors. Any director elected in accordance with the
      preceding sentence shall hold office for the remainder of the director's term.
      No decrease in the number of directors constituting the Board of Directors
      shall
      shorten the term of any incumbent director.




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SECTION
      D. BYLAWS





In
      furtherance and not in limitation of the powers conferred by statute, the Board
      of Directors is expressly authorized to make, alter, amend, change, add to
      or
      repeal the Bylaws of the Corporation.




SECTION
      E. LIMITED LIABILITY





No
      director shall be personally liable to the Corporation or any of its
      stockholders for monetary damages for breach of fiduciary duty as a director,
      except for liability (i) for any breach of the director's duty of loyalty to
      the
      Corporation or its stockholders, (ii) for acts or omissions not in good faith
      or
      which involve intentional misconduct or a knowing violation of law, (iii)
      pursuant to Section 174 of the DGCL, or (iv) for any transaction from which
      the
      director derived an improper personal benefit. Any repeal or modification of
      this section by the stockholders of the Corporation shall not adversely affect
      any right or protection of a director of the Corporation existing at the time
      of
      such repeal or modification with respect to acts or omissions occurring prior
      to
      such repeal or modification.







ARTICLE
      VI





PROVISIONS
      FOR REGULATIONS OF


BUSINESS
      AND CONDUCT OF AFFAIRS OF THE CORPORATION





SECTION
      A. MEETINGS





Meetings
      of the stockholders and the directors of this Corporation may be held either
      within or without the State of Delaware, and at such place as the Bylaws shall
      provide or, in default of such provisions, at such place as the Board of
      Directors shall designate.




SECTION
      B. INDEMNIFICATION OF DIRECTORS AND OFFICERS.






3





The
      Corporation shall, to the fullest extent permitted by the provisions of Section
      145 of the DGCL, as the same may be amended and supplemented, indemnify each
      person who is or was a director, officer, manager, or employee of the
      Corporation, or of any other corporation, partnership, joint venture, limited
      liability company, trust or other enterprise which he is serving or served
      in
      any capacity at the request of the Corporation, from and against any and all
      liability and reasonable expense, as and when incurred, that may be incurred
      by
      him in connection with or resulting from any claim, actions, suit or proceeding
      (whether actual or threatened, brought by or in the right of the corporation
      of
      such other corporation, partnership, joint venture, limited liability company,
      trust or other enterprise, or otherwise, civil, criminal, administrative,
      investigative, or in connection with an appeal relating thereto), in which
      he
      may become involved, as a party or otherwise, by reason of his being or having
      been a director, officer, manager, or employee of the Corporation or of such
      other corporation, partnership, joint venture, limited liability company, trust
      or other enterprise or by reason of any past or future action taken or not
      taken
      in his capacity as such director, officer, manager, or employee, whether or
      not
      he continues to be such at the time such liability or expense is incurred,
      provided that a determination is made by the Corporation in accordance with
      Delaware law that such person acted in good faith and in a manner he reasonably
      believed to be in the best interests of the Corporation or at least not opposed
      to the best interests of such other corporation, partnership, joint venture,
      limited liability company, trust or other enterprise, as the case may be, and,
      in addition, in any criminal action or proceedings, had reasonable cause to
      believe his conduct was lawful or no reasonable cause to believe that his
      conduct was unlawful. The termination of a proceeding by judgment, order,
      settlement, conviction or upon a plea of nolo contendere or its equivalent
      is
      not, of itself, determinative that the person did not meet the standard of
      conduct described in the previous sentence. Notwithstanding the foregoing,
      there
      shall be no indemnification (a) as to amounts paid or payable to the
      Corporation or such other corporation, partnership, joint venture, limited
      liability company, trust or other enterprise, as the case may be, for or based
      upon the director, officer or employee having gained in fact any personal profit
      or advantage to which he was not legally entitled; (b) as to amounts paid or
      payable to the Corporation for an accounting of profits in fact made from the
      purchase or sale of securities of the corporation within the meaning of Section
      16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
      provisions of any state statutory law; or (c) with respect to matters as to
      which indemnification would be in contravention of the laws of the State of
      Delaware or of the United States of America whether as a matter of public policy
      or pursuant to statutory provisions.







IN
      WITNESS WHEREOF, Patients & Physicians, Inc. has caused this Amended and Restated
      Certificate of Incorporation to be duly executed by its duly authorized officer
      this 27thday of
      June, 2006.










/s/
      Philip E. Barak


------------------------------------


Philip
      E.
      Barak


Corporate
      Secretary


Vice
      President and


Chief
      Financial Officer




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