EXHIBIT
3.1.18




ARTICLES
OF AMENDMENT


TO
THE ARTICLES OF INCORPORATION


OF


ONSTREAM
MEDIA CORPORATION




CERTIFICATE
OF DESIGNATION, PREFERENCES, AND RIGHTS


OF


SERIES
A-13 PREFERRED STOCK




The
undersigned Chief Executive Officer of Onstream Media Company, (the "Company"),
a company organized and existing under the laws of the State of Florida bearing
Document Number P93000035279, certifies that pursuant to the authority contained
in the Company’s Articles of Incorporation, and in accordance with the
provisions of the resolution creating a series of the class of the Company’s
authorized preferred stock designated as Series A-13 Preferred Stock:
:




FIRST:         The
Articles of Incorporation of the Company authorize the issuance of 75,000,000
shares of common stock, par value $0.0001 per share (the "Common Stock") and
5,000,000 shares of preferred stock, par value $0.0001 per share (the "Preferred
Stock") and further, authorizes the Board of Directors of the Company, by
resolution or resolutions, at any time and from time to time, to divide and
establish any or all of the shares of Preferred Stock into one or more series
and, without limiting the generality of the foregoing, to fix and determine the
designation of each such share, and its preferences, conversion rights,
cumulative, relative, participating, optional, or other rights, including voting
rights, qualifications, limitations, or restrictions thereof.




SECOND:    By
unanimous written consent of the Board of Directors of the Company dated
December 17, 2009 the Board of Directors designated One Hundred Seventy Thousand
(170,000) shares of the Preferred Stock as Series A-13 Preferred Stock and
authorized the issuance of the Series A-13 Preferred Stock at a assigned value
of $10 per share (the "Assigned Value").  The designations, powers,
preferences and rights, and the qualifications, limitations or restrictions
hereof, in respect of the Series A-13 Preferred Stock shall be as hereinafter
described.




Accordingly,
Article IV of the Articles of Incorporation of this Company is amended to
include the following:




SERIES
A-13 PREFERRED STOCK




1.           DESIGNATION
AND NUMBER OF SHARES.  One Hundred Seventy Thousand (170,000) shares
of preferred stock (the "Shares") are hereby designated as Series A-13 Preferred
Stock (the "Series A-13 Preferred Stock").




2.           RANKING.  Subject
to clauses (a) and (b) of Section 3 herein, the Series A-13 Preferred Stock
shall rank senior to the Common Stock of the Company and all other Preferred
Stock of the Company except for the Series A-12 Preferred Stock and, as
applicable, junior to or on a parity with such Preferred Stock of the Company
the terms of which expressly provide that such Preferred Stock will rank senior
to or on a parity with Series A-12 Preferred Stock.


1


3.           LIQUIDATION.




(a)           Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or
involuntary ("Liquidation"), the holders of record of the shares of the Series
A-13 Preferred Stock shall be entitled to receive, immediately after any
distributions required by the Company's Articles of Incorporation and any
Articles(s) of designation, powers, preferences and rights in respect of any
securities of the Company having priority over the Series A-13 Preferred Stock
with respect to the distribution of the assets of the Company upon Liquidation,
and before and in preference to any distribution or payment of assets of the
Company or the proceeds thereof may be made or set apart with respect to any
securities of the Company over which the Series A-13 Preferred Stock has
priority with respect to the distribution of the assets of the Company upon
Liquidation ("Junior Securities"), an amount in cash with respect to each share
of Series A-13 Preferred Stock held by such holders, equal to the Assigned Value
per share (subject to adjustment, if any, as set forth in Section 6 herein). If,
upon such Liquidation, the assets of the Company available for distribution to
the holders of Series A-13 Preferred Stock and any securities of the Company
having equal priority with the Series A-13 Preferred Stock with respect to the
distribution of the assets of the Company upon Liquidation ("Parity Securities")
shall be insufficient to permit payment in full to the holders of the Series
A-13 Preferred Stock and Parity Securities, then the entire assets and funds of
the Company legally available for distribution to such holders and the holders
of the Parity Securities then outstanding shall be distributed ratably among the
holders of the Series A-13 Preferred Stock and Parity Securities based upon the
proportion the total amount distributable on each share upon liquidation bears
to the aggregate amount available for distribution on all shares of the Series
A-13 Preferred Stock and of such Parity Securities, if any.




(b)           Upon
the completion of the distributions required by paragraph (a) of this Section 3,
if assets remain in the Company, they shall be distributed to holders of Junior
Securities in accordance with the Company's Articles of Incorporation and any
applicable Articles(s) of designation, powers, preferences and
rights.




4.           DIVIDENDS.  The
holders of Shares of Series A-13 Preferred Stock shall be entitled to receive a
dividend calculated at a rate of 8% of the Assigned Value computed on the basis
of a year of 360 days through the date of conversion in accordance with Section
5.  Dividends will be paid at the option of the Company (i) in U.S.
dollars or (ii) shares of the Company’s restricted Common Stock each case based
on the average closing bid of the Company’s Common Stock for the five (5)
trading days prior to any conversion of the Series A-13 Preferred Stock, but not
less than $.50 per share, and will, upon issuance, be duly issued, fully paid
and non-assessable and free from all taxes, liens, and charges with respect to
the issuance thereof. Although dividends will be paid at the time of conversion,
they will be declared by the Company as accrued on a quarterly
basis.




5.           CONVERSION
RIGHTS.  Each holder of record of shares of the Series A-13 Preferred
Stock shall have the right to convert all or any part of such holder's share of
Series A-13 Preferred Stock into Common Stock as follows:


2


(a)           Optional
Conversion.  Subject to and upon compliance with the provisions
of this Section 5, the holder of any shares of Series A-13 Preferred Stock shall
have the right at such holder's option, at any time or from time to time, to
convert any of such shares of Series A-13 Preferred Stock into fully paid and
nonassessable shares of Common Stock determined by dividing (1) the aggregate
Assigned Value of such shares of Series A-13 Preferred Stock by (2) the
Conversion Price (as defined in Section (5)(c) below) in effect on the
Conversion Date (as defined in Section 5(d) below) upon the terms hereinafter
set forth.




(b)           Mandatory
Conversion.  Each outstanding share of Series A-13 Preferred
Stock shall, to the extent not yet converted, be automatically converted into
fully paid and nonassessable shares of the Company’s Common Stock at the
Conversion Price then in effect on (i) December 31, 2011  or (ii) upon
notice referred to in Section 5(d) below, provided that the closing bid price of
the Company’s Common Stock has been at least $1.50 per share, on each of the
twenty (20) trading days ending on the third business day prior to the date on
which the notice of conversion is given ((i) or (ii) above, each the “Mandatory
Conversion Date”).




(c)           Conversion
Price.  Each share of the Series A-13 Preferred Stock shall be
convertible into that number of fully paid and non-assessable shares of Common
Stock of the Company equal to the Assigned Value divided by the conversion price
in effect at the time of conversion (the "Conversion Price"), determined as
hereinafter provided.  The Conversion Price shall initially be $.50
per share of Common Stock. The number of shares of Common Stock into which each
share of Preferred Stock is convertible is herein referred to as the "Conversion
Rate."




(d)           Mechanics of
Conversion.




(i)           Before
any holder of Series A-13 Preferred Stock shall be entitled to convert the same
into shares of Common Stock, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Company or of any
transfer agent for the Series A-13 Preferred Stock, and shall give written
notice to the Company at its principal corporate office, of the election to
convert  the same and shall state therein the name or names in which
the certificate or certificates for shares of Common Stock are to be issued. The
Company shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series A-13 Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as aforesaid. Conversion
shall be deemed to have been effected on the date when delivery of notice of an
election to convert and certificates for shares is made or on the date of the
occurrence of the event specified in Section 5(b) as the case may be, and such
date is referred to herein as the "Optional Conversion Date."




(ii)           In
the case of a mandatory conversion pursuant to Section 4(b), the Company shall
give written notice (the "Mandatory Conversion Notice") to all holders of the
Series A-13 Preferred Stock. The Mandatory Conversion Notice shall be delivered
to each holder at the address as it appears on the stock transfer books of the
Company. In order to receive the shares of Common Stock into which the Series
A-13 Preferred Stock is convertible pursuant to this Section 5(d)(ii), each
holder of the Series A-13 Preferred Stock shall surrender to the Company the
certificate(s) representing the number of shares of Series A-13 Preferred Stock.
Upon the Mandatory Conversion Date, such converted Series A-13 Preferred Stock
shall no longer be deemed to be outstanding, and all rights of the holder with
respect to such shares shall immediately terminate, except the right to receive
the shares of Common Stock into which the Series A-13 Preferred Stock is
convertible pursuant to this Section 5(d)(ii).


3


(iii)           All
Common Stock which may be issued upon conversion of the Series A-13 Preferred
Stock will, upon issuance, be duly issued, fully paid and non-assessable and
free from all taxes, liens, and charges with respect to the issuance thereof. At
all times that any shares of Series A-13 Preferred Stock are outstanding, the
Company shall have authorized and shall have reserved for the purpose of
issuance upon such conversion into Common Stock of all Series A-13 Preferred
Stock, a sufficient number of shares of Common Stock to provide for the
conversion of all outstanding shares of Series A-13 Preferred Stock at the then
effective Conversion Rate.  Without limiting the generality of the
foregoing, if, at any time, the Conversion Price is decreased, the number of
shares of Common Stock authorized and reserved for issuance upon the conversion
of the Series A-13 Preferred Stock shall be proportionately
increased.




(e)           Conversion Price
Adjustments.  The Conversion Price shall be subject to the
adjustment provisions of Section 6 below.




6.           ANTI DILUTION
PROVISIONS.  The Conversion Price in effect at any time and the
number and kind of securities issuable upon the conversion of the Series A-13
Preferred Stock shall be subject to adjustment from time to time, upon the
happening of the following events:




(a)           Consolidation, Merger or
Sale.  If any consolidation or merger of the Company with
another person, or the sale, transfer or lease of all or substantially all of
its assets to another person shall be effected in such a way that holders of
shares of Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for their shares of Common Stock, then provision
shall be made, in accordance with this Section 6(a), whereby each holder of
shares of Series A-13 Preferred Stock shall thereafter have the right to receive
such securities or assets as would have been issued or payable with respect to
or in exchange for the shares of Common Stock into which the shares of Series
A-13 Preferred Stock held by such holder were convertible immediately prior to
the closing of such merger, sale, transfer or lease, as applicable. The Company
will not effect any such consolidation, merger, sale, transfer or lease unless
prior to the consummation thereof the successor entity (if other than the
Company) resulting from such consolidation or merger or the entity purchasing or
leasing such assets shall assume by written instrument (i) the obligation to
deliver to the holders of Series A-13 Preferred Stock such securities or assets
as, in accordance with the foregoing provisions, such holders may be entitled to
purchase, and (ii) all other obligations of the Company hereunder. The
provisions of this Section 6(a) shall similarly apply to successive mergers,
sales, transfers or leases.


4


(b)           Common Stock Dividends,
Subdivisions, Combinations, etc.  In case the Company shall
hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify
its outstanding shares of Common Stock into a greater number of shares, or (iii)
combine or reclassify its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect at the time of the record date
for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be adjusted so that it shall equal the
price determined by multiplying the Conversion Price by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such action.
Such adjustment shall be made successively whenever any event listed above shall
occur.




(c)           Notice of
Adjustment.  Whenever the Conversion Price is adjusted, as
herein provided, the Company shall promptly but no later than 10 days after any
request for such an adjustment by the Holder, cause a notice setting forth the
adjusted Conversion Price and adjusted number of Conversion Shares issuable upon
exercise of each share of Series A-13 Preferred Stock, and, if requested,
information describing the transactions giving rise to such adjustments, to be
mailed to the Holders at their last addresses appearing in the Share Register,
and shall cause a certified copy thereof to be mailed to its transfer agent, if
any. The Company may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section 6, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.




(d)           Receipt of Securities Other
than Common Stock.  In the event that at any time, as a result
of an adjustment made pursuant to Section 6(b) above, the holders of the Series
A-13 Preferred Stock thereafter shall become entitled to receive any shares of
the Company, other than Common Stock, thereafter the number of such other shares
so receivable upon conversion of the Series A-13 Preferred Stock shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in Sections 6(a) and (b).




(e)           Adjustment of Conversion
Shares.  Whenever the Conversion Price is adjusted pursuant to
Sections 6(b) and (d), the number of Conversion Shares issuable upon conversion
of the Series A-13 Preferred Stock shall simultaneously be adjusted by
multiplying the number of Conversion Shares initially issuable upon conversion
of the Series A-13 Preferred Stock by the Conversion Price in effect on the date
hereof and dividing the product so obtained by the Conversion Price, as
adjusted.




7.           VOTING
RIGHTS.  Except as expressly required by applicable law, the holders
of Series A-13 Preferred Stock shall not be entitled to vote on any matters as
to which holders of Common Stock or any future issued shares of capital stock of
the Company shall be entitled to vote. Without limiting the provisions set forth
in the preceding sentence, the holders of Series A-13 Preferred Stock shall vote
separately as a class on all matters and proposals which may, as determined by
the Board of Directors, adversely alter, reduce or affect the preferences,
rights, privileges or powers of, or the restrictions provided for the benefit of
any of the Series A-13 Preferred Stock, or increase or decrease the number of
authorized shares of Series A-13 Preferred Stock.


5


8.           COVENANTS
OF THE COMPANY.  The Company covenants and agrees that, so long as the
Shares are outstanding, it will perform the obligations set forth in this
Section 8:




(a)           Notice of Certain
Events.  The Company will give prompt written notice (with a
description in reasonable detail) to the holders of Series A-13 Preferred Stock
in the event the Company shall:




(i)             undergo
any reorganization, merger, liquidation, dissolution, winding up or
consolidation;




(ii)           declare
any split of its outstanding shares of capital stock, declare or make any
dividend or distribution, or subdivide, reclassify or combine any of its
outstanding shares of capital stock;




(iii)          apply
for, consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for the Company or any of its property, or make
a general assignment for the benefit of creditors;




(iv)          in
the absence of such application, consent or acquiesce in, permit or suffer to
exist the appointment of a trustee, receiver, sequestrator or other custodian
for the Company or for any part of its property; or




(v)           permit
or suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law,
or any dissolution, winding up or liquidation proceeding, in respect of the
Company, and, if such case or proceeding is not commenced by the Company or
converted to a voluntary case, such case or proceeding shall be consented to or
acquiesced in by the Company or shall result in the entry of an order for
relief.




9.           Reservation of
Shares.  The Company shall at all times reserve and keep
available and free of preemptive rights out of its authorized but unissued
Common Stock, solely for the purpose of effecting the conversion of the Series
A-13 Preferred Stock pursuant to the terms hereof, such number of its shares of
Common Stock (or other shares or other securities as may be required) as shall
from time to time be sufficient to effect the conversion of all outstanding
Series A-13 Preferred Stock pursuant to the terms hereof. If at any time the
number of authorized but unissued shares of Common Stock (or such other shares
or other securities) shall not be sufficient to affect the conversion of all
then outstanding Series A-13 Preferred Stock, the Company shall promptly take
such action as may be necessary to increase its authorized but unissued Common
Stock (or other shares or other securities) to such number of shares as shall be
sufficient for such purpose.




10.           Miscellaneous.




(a)           There
is no sinking fund with respect to the Series A-13 Preferred Stock.




(b)           The
shares of the Series A-13 Preferred Stock shall not have any preferences, voting
powers or relative, participating, optional, preemptive or other special rights
except as set forth above in this Certificate of Designation, Preferences and
Rights and in the Articles of Incorporation of the Company.




6





THIRD:      The
foregoing Amendment was adopted by the Board of Directors of the Company acting
by written consent dated December 17, 2009, pursuant to Sections 607.0821 and
607.0602 of the Florida Business Company Act.  Shareholder consent was
not required to effectuate this Amendment; therefore, the number of votes cast
for this Amendment to the Company's Articles of Incorporation was sufficient for
approval.




The
Company has caused this Amendment to its Articles of Incorporation to be
executed by its duly authorized officer this December 23, 2009.




ONSTREAM
      MEDIA CORPORATIONBy:
                  /s/ Randy SelmanRandy
      S. SelmanChief
      Executive Officer




7