Exhibit 3.6

 

**ARTICLES OF AMENDMENTOFSUMMUS, INC. (USA)FORSERIES C CONVERTIBLE PREFERRED STOCK **

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Pursuant to the provisions of Sections 606.0601, and 607.0602 of the Florida BusinessCorporation Act, Summus, Inc. (USA) (the “Corporation”), a corporation organized and existing under the laws of theState of Florida, hereby certifies as follows:

1.         The name of the Corporation is Summus,Inc (USA):

2.         The terms and provisions of theStatement of Rights and Preferences (the “Statement of Rights”) of the Corporation’s Series C ConvertiblePreferred Stock (the “Series C Preferred Stock ”)  have been duly approved by the unanimous written consent of theCorporation’s Board of Directors dated as of June 16, 2003. 

3.         The text of the Statement of Rightsestablishing and designating the Series C Preferred Stock, which shall be added to Article IV of the Corporation’s Amendedand Restated Certificate of Incorporation (the “Certificate of Incorporation”), as amended to date, is attached tothese Articles of Amendment as Appendix A and is incorporated herein for all purposes.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executedin its name and on its behalf by its Chief Operating Officer and attested by its Assistant Corporate Secretary on this 16th day ofJune, 2003, hereby declaring and certifying that this is the act and deed of the Corporation and that the statements containedherein are affirmed as true under penalties of perjury.

 

                                                                       SUMMUS, INC. (USA)

                                                                       

                                                                       By:  /s/ Gary E. Ban                                                                                                                       Gary E. Ban, Chief Operating  Officer

ATTEST:

By:________________      Robert S. Lowrey     Assistant Corporate Secretary

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###### ***APPENDIX A TO ARTICLES OF AMENDMENT OF SUMMUS, INC.(USA)DATED JUNE 16, 2003***

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Article IV of the Amended and Restated Certificate of Incorporation of Summus, Inc. (USA)( the “Corporation”) is hereby amended by adding the following provisions:

 

**“STATEMENT OF RIGHTS AND PREFERENCES OF THESERIES C CONVERTIBLE PREFERRED STOCK OF SUMMUS, INC.(USA)**

**                       2.   Ranking**.  Except as provided for herein, the Series C Preferred Stock shall rank on a parity withthe Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) in all respects,including but not limited to liquidation preference upon dissolution, liquidation, or winding up of the Corporation. 

**                       3.    No Dividends**. The Series C Preferred Stock shall not be entitled to any dividends, distributions orcoupon amount, except as set forth in this Statement of Rights and Preferences of the Series C Convertible Preferred Stock ( this“Series C Statement of Rights”).  

**                       4.   Liquidation****Preference**  

**a.         Series CPreference**. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series C Preferred Stock shall be entitled to receive, prior and in preference to any distributionof any of the assets or surplus funds of the Corporation to the holders of any preferred stock of the Corporation ranking junior tothe Series C Preferred Stock (the “Junior Preferred Stock”), an amount equal to $1,000 per share (the "LiquidationPreference") (such Liquidation Preference to be adjusted for any combinations, consolidations, stock distributions or stockdividends with respect to shares of the Series C Preferred Stock). Upon the occurrence of any such liquidation, dissolution orwinding up of the Corporation, the funds and assets of the Corporation shall be used first to repay all indebtedness and otherobligations, then to pay the liquidation preferences of any preferred stock having preferences senior to the Series C PreferredStock and the Series A Preferred Stock (the “Senior Preferred  Stock”) and then to pay the liquidation preferencesof the Series C Preferred Stock and Series A Preferred Stock. If the assets and funds to be distributed among the holders of theSeries C Preferred Stock and the holders of the Series A Preferred Stock shall be insufficient to permit the payment to suchholders of the full liquidation preference, then the entire assets and funds of the Corporation legally available for distribution(after payment of any Senior Preferred  Stock) shall be distributed ratably among the holders of Series A Preferred Stock andthe Series C Preferred Stock based upon the relative liquidation preferences of the Series C Preferred Stock and Series A PreferredStock then held by them.

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Any funds or assets legally available for distribution after payment in full ofthe liquidation preferences of the Series A Preferred Stock and Series CPreferred Stock shall bedistributed among the holders of the Junior Preferred Stock in accordance withthe liquidation rights of the Junior Preferred Stock.

**b.         Distribution ofRemaining Assets to Common Stock Holders**. After payment to the holders of any Senior Preferred Stock, the Series CPreferred Stock, the Series A Preferred Stock and the Junior Preferred Stock of the amounts set forth in Section 4.a. above, theentire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among theholders of the Common Stock in proportion to the shares of Common Stock then held by them.

**              5.       Consolidation or Merger**. In case ofany consolidation or merger of the Corporation with or into another corporation (other than a mere reincorporation transaction) orthe conveyance of all or substantially all of the assets of the Corporation to another corporation, each share of Series CPreferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which aholder of the number of shares of Common Stock deliverable upon conversion of such Series C Preferred Stock would have beenentitled upon such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Boardof Directors of the Corporation in good faith) shall be made in the application of the provisions herein set forth with respect tothe rights and interest thereafter of the holder of the Series C Preferred Stock to the end that the provisions set forth herein(including provisions with respect to changes in and other adjustments of the applicable conversion terms of the Series C PreferredStock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other propertythereafter deliverable upon the conversion of the Series C Preferred Stock.  The consolidation or merger of the Corporationwith or into any other corporation shall not be deemed to be a liquidation, dissolution or winding up of the Corporation.

**               6.         Conversion**. Uponconversion, each share of Series C Preferred Stock shall be converted into such number of fully paid and nonassessableshares of Common Stock as is determined by multiplying the number of sharesbeing converted by 4,000 at the time of conversion (the “Conversion Number”) . The Series C Preferred Stock shall convert as follows:

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**a.         Conversion**. Each shareof Series C Preferred Stock shall be convertible into Common Stock of the Corporation at the option of its holder at any time afternine (9) months from the date of its issuance. To do so, the holder must surrender the certificate or certificates therefor, dulyendorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred Stock, and give written notice bymail, postage prepaid, to the Corporation at its principal corporate office, of the election to convert the same and shall state inthe notice the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporationshall, as soon as practicable thereafter, issue and deliver at such office to that holder, or to the nominee or nominees of thatholder, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled. Theconversion shall be deemed to have been made immediately prior to the close of business on the date the shares were surrendered forconversion, and the person or persons entitled to receive the shares of Common Stock issuable upon the conversion shall be treatedfor all purposes as the record holder or holders of those shares of Common Stock as of that date

**b.         Effect of Stock Splits onConversion Number**. The Corporation may elect to effect a split or consolidation or subdivision of the outstanding sharesof Common Stock. The Corporation may issue a dividend or other distribution to holders of Common Stock that is payable inadditional shares of Common Stock, or in other securities or rights convertible into, or entitling the holder to receive directlyor indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) withoutpayment of any consideration by the holder of Common Stock for the additional shares of Common Stock, or the Common StockEquivalents, or the additional shares of Common Stock issuable upon conversion or exercise thereof. If so, then as of the recorddate for that event, (or the date of such dividend distribution, split or subdivision if no record date is fixed), the ConversionNumber of the Series C Preferred Stock shall be appropriately adjusted so that the number of shares of Common Stock issuable onconversion of that series shall be adjusted in proportion to the increase or decrease of outstanding shares resulting from thestock split, dividend or subdivision (treating all Common Stock Equivalents as having been converted into Common Stock).

**c.         Effect of Other Distributionson****Conversion**. If the Corporation declares a distribution (other than a distribution subject to the previous Section 6.b.of this Series C Statement of Rights) payable in securities of other persons, evidences of indebtedness issued by the Corporationor other persons, assets (excluding cash dividends), or options or rights that do not result in adjustment of the Conversion Numberunder this Section 6, then the holders of the Series C Preferred Stock shall be entitled to a proportionate share of any suchdistribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares ofSeries C Preferred Stock are convertible, determined as of the record date fixed for the determination of the holders of CommonStock of the Corporation entitled to receive such distribution.

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**d.         Effect of Recapitalizations onConversion**. If any recapitalization of the Common Stock occurs (other than a subdivision, combination or merger or saleof assets transaction provided for elsewhere herein), provision shall be made so that the holders of the Series C Preferred Stockshall thereafter be entitled to receive, upon conversion of the Series C Preferred Stock, the number of shares of stock or othersecurities or property of the Corporation or otherwise, to which they would be entitled on such recapitalization if they were theholders of the number of shares of Common Stock of the Corporation into which their shares of Series C Preferred Stock wereconvertible on the effective date of the recapitalization. In any such case, appropriate adjustment shall be made in theapplication of the provisions of this Section 6 with respect to the rights of the holders of the Series C Preferred Stock after therecapitalization to the end that the provisions of this Section 6 shall be applicable after the recapitalization to achieve theintent of the Conversion Number adjustment provisions of this Section 6, so as to protect the conversion rights of the holders ofthe Series C Preferred Stock against impairment as nearly as may be practicable.

**e.         No Impairment of ConversionRights**. The Corporation will not, by amendment of its organizational documents, or through any reorganization,recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntaryaction, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by theCorporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in thetaking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the SeriesC Preferred Stock against impairment.

**f.          No Fractional Shares onConversion**. No fractional shares shall be issued upon conversion of the Series C Preferred Stock, and the number ofshares of Common Stock to be issued shall be rounded to the nearest whole share, determined on the basis of the total number ofshares of Series C Preferred Stock which the holder is at the time converting into Common Stock and the number of shares of CommonStock issuable upon such aggregate conversion.

**g.         Certificates on Adjustment ofConversion Number**. Upon the occurrence of each adjustment or readjustment of the applicable Conversion Number of SeriesC Preferred Stock pursuant to this Section 6, the Corporation, at its expense, shall promptly compute such adjustment orreadjustment and prepare and furnish to each holder of Series C Preferred Stock a certificate setting forth such adjustment orreadjustment, showing the facts upon which such adjustment or readjustment is based. If a holder of Series C Preferred Stockrequests in writing, the Corporation shall supply that holder a certificate setting forth (i) such adjustment and readjustment,(ii) the applicable Conversion Number in effect at the time (before and after the adjustment), and (iii) the number of shares ofCommon Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of SeriesC Preferred Stock.

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**h.         Conversion Notices**. Anynotice required by the provisions of this Section 6 to be given to the holders of shares of Series C Preferred Stock shall bedeemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her addressappearing on the books of the Corporation.

**i.          Reservation of Stock forConversion**. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares ofCommon Stock solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock such number of its sharesof Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series CPreferred Stock. If the number of authorized but unissued shares of Common Stock are not sufficient to effect the conversion of allthen outstanding shares of Series C Preferred Stock, the Corporation will take such corporate action as may, in the opinion of itscounsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall besufficient for such purposes.

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**               7.         Voting Rights of Series CPreferred**. Each outstanding share of Series C Preferred Stock shall have no voting rights, except as may be required bythe law of the state of incorporation or as further described in this Series C Statement of Rights.

**               8.         Protective Provisions**.So long as any shares of Series C Preferred Stock remain outstanding, the Corporation shall not, without first obtaining theapproval (by vote or written consent) of the holders of at least a majority of the then outstanding shares of Series C PreferredStock:

**a.**          Authorize or issue any additional Series C Preferred Stock;

**b.**          Adversely alter or change the rights, preferences or privileges of the Series C Preferred Stock; 

**c.**         Amend this Statement of Rights;

**9.         Status of Converted or RedeemedStock**. If any shares of Series C Preferred Stock shall be redeemed or converted into Common Stock, the shares of SeriesC Preferred Stock so converted or redeemed shall be canceled and shall not be issuable by the Corporation.”