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Exhibit 3.13  Certificate of Amendment of Certificate of Incorporation  dated December 22, 2006
 
 
      A.
    
    Preferred Stock.(1)
    
    Shares of Preferred Stock may be issued from time to time in one or more
series. The preferences and relative, participating, optional and other special
rights of each of such series and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series already
outstanding; and the Board of Directors of the corporation is hereby expressly
granted authority to fix, by resolution or resolutions adopted prior to the issuance
of any shares of a particular series of Preferred Stock, the designations,
preferences and relative, participating, optional and other special rights, or the
qualifications, limitations or restrictions thereof, of such series, including,
without limiting the generality of the foregoing, the
following: (a)




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The rate, if any, and times at which, and the terms and conditions on
which, dividends on the Preferred Stock of such series shall be paid; (b) The
redemption price or prices, if any, and the times at which Preferred Stock of such
series may be redeemed; (c) The rights of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the corporation; (d) The terms of the sinking fund or
redemption of purchase account, if any, to be provided for the Preferred Stock of such
series; (e) The right, if any, of the holders of Preferred Stock of such series to
convert the same into, or exchange the same for, other classes of stock of the
corporation and the terms and conditions of such conversation or exchange; and (f) The
voting powers, if any, of the holders of the Preferred Stock of such series.(2)
    
    All Shares of a particular series shall be identical in all respects. The
rights of the Common Stock of the corporation may be subject to the preferences and
relative, participating, optional and other special rights of the Preferred Stock of
each series as fixed from time to time by the Board of Directors as aforesaid.(3)
    
    The holders of the Preferred Stock, in preference to the holders of the
Common Stock of the corporation, may be entitled to receive, if and when declared by
the Board of Directors, dividends at the rate established by the Board of Directors
at the time of the issuance of the shares of each series. Such dividends, when and if
declared, may be cumulative so that if dividends in respect of any dividend period
shall not have been paid upon, or declared and set apart for, the Preferred Stock,
the deficiency shall be fully paid or declared and set apart before any dividends
shall be paid upon, or declared or set apart for the Common Stock.B.
    
    Common Stock.(1)
    
    After the requirements with respect to preferential dividends upon the
Preferred Stock shall have been met, if such preference be established by the Board
of Directors of the corporation, and after the corporation shall have complied with
all requirements, if any, with respect to the setting aside of sums as a sinking fund
or redemption or purchase account for the benefit of any series of Preferred Stock,
then and not otherwise, the holders of the Common Stock shall be entitled to receive
such dividends as may be declared from time to time by the Board of Directors.(2)
    
    After distribution in full for the preferential amount to be distributed to
the holders of all series of the Preferred Stock then outstanding in the event of
voluntary or involuntary liquidation, dissolution or winding up of the corporation,
the holders of the Common Stock shall be entitled to receive all the remaining assets
of the corporation available for distribution to its stockholders ratably in
proportion to the number of shares of Common Stock held by them respectively.




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(3)
    
    Each holder of Common Stock shall have one (1) vote for each share of
Common Stock held by him in all matters submitted to a vote of the stockholders.
Cumulative voting in the election of directors will not be allowed.
    VERIDIEN CORPORATIONBy:
    /s/ Sheldon FentonName:
    Sheldon FentonTitle:
    President/CEO