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                                                           Exhibit 3.3

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      INTEGRATED INFORMATION SYSTEMS, INC.

           The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of the State of Delaware on November 15, 1999.
This Amended and Restated Certificate of Incorporation amends and restates the
Certificate of Incorporation. This Amended and Restated Certificate of
Incorporation was duly adopted in accordance with Section 242 and Section 245 of
the General Corporation Law of the State of Delaware.

                                ARTICLE ONE

           The name of the Corporation is Integrated Information Systems, Inc.

                                   ARTICLE TWO

            The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE THREE

           The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
                                  ARTICLE FOUR

           A. The Corporation is authorized to issue two classes of shares of
stock to be designated, respectively, "Common Stock" and "Preferred Stock"; the
total number of shares of Common Stock that the Corporation shall have authority
to issue is 100,000,000 and each of such shares shall have a par value of $.001;
and the total number of shares of Preferred Stock that the Corporation shall
have the authority to issue is 5,000,000 and each of such shares shall have a
par value of $.001.

           B. Shares of Preferred Stock may be issued from time to time in one
or more series as may from time to time be determined by the Board of Directors
of the Corporation, each of said series to be distinctly designated. The voting
powers, preferences and relative, participating, optional, and other special
rights, and the qualifications, limitations, or restrictions thereof, if any, of
each such series may differ from those of any and all other series of Preferred
Stock at any time outstanding, and the Board of Directors is hereby expressly
granted authority to fix or alter, by resolution or resolutions, the
designation,

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number, voting powers, preferences, and relative, participating, optional, and
other special rights, and the qualifications, limitations, and restrictions
thereof, of each such series to the fullest extent permitted by law.


                                  ARTICLE FIVE

           A director of the Corporation shall not be personally liable to the
Corporation or 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) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification. The
limitation of liability provided herein shall continue after a director has
ceased to occupy such position as to acts or omissions occurring during such
director's term of terms of office.

                                   ARTICLE SIX

           A. The Corporation shall to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), indemnify and
hold harmless any person who was or is a party, or is threatened to be made a
party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "Indemnitee") against
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
excise taxes or penalties paid in connection with the Employee Retirement Income
Security Act of 1974, as amended, and amounts paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith; provided,
however, that except as provided in this subparagraph with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such Indemnitee in connection with a proceeding (or part thereof)
initiated by such Indemnitee only if such proceeding or part thereof was
authorized by the board of directors of this Corporation.

           B. The right to indemnification conferred in Subparagraph A of this
Article shall include the right to be paid by the Corporation the expenses
(including attorneys'


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fees) incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an Indemnitee in his capacity
as a director or officer (and not in any other capacity in which service was or
is rendered by such Indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is not further right to appeal that such Indemnitee is not entitled
to be indemnified for such expenses under this Subparagraph B or otherwise. The
rights to indemnification and to the advancement of expenses conferred in this
Article shall be contract rights and such rights shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the Indemnitee's heirs, executors and administrators.

           C. If a claim under either Subparagraph A or B of this Article is not
paid in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an advancement of expenses) and (ii) in any suit brought by
the Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the Corporation shall be entitled to recover such expenses upon
a final adjudication that the Indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in
the circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its board of directors, independent
legal counsel, or its stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the Indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified, or to such advancement of expenses
under this section or otherwise shall be on the Corporation.

           D. The rights to indemnification and advancement of expenses
conferred in this Article shall not be exclusive of any other rights which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, as it may be amended or restated from
time-to-time, any agreement, vote of stockholders or disinterested


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directors, or otherwise. No amendment or repeal of this Article shall apply to
or have any effect on any right to indemnification provided hereunder with
respect to any acts or omissions occurring prior to such amendment or repeal.

           E. The Corporation shall have the power to purchase and maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise (including an employee benefit plan) against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law. The Corporation may also create a trust fund,
grant a security interest and/or use other means (including, but not limited to
letters of credit, surety bonds and/or similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any or
all of the foregoing, to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.

           F. For purposes of this Article, references to the "Corporation"
shall include any subsidiary of this Corporation from and after the acquisition
thereof by this Corporation, so that any person who is a director, officer,
employee or agent of such subsidiary after the acquisition thereof by this
Corporation shall stand in the same position under the provisions of this
section as such person would have had such person served in such position for
this Corporation.

           G. The Corporation may, to the extent authorized from time to time by
the board of directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the corporation.


                                  ARTICLE SEVEN

           The Corporation expressly denies the application of the Arizona
Corporate Takeover Laws, Arizona Revised Statutes Sections 10-2701 et seq., or
any successor thereto.


                                  ARTICLE EIGHT

           The Corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the Delaware General Corporation Law.


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                                  ARTICLE NINE

           The Board of Directors of the Corporation shall have the power to
adopt, amend, and repeal any or all of the Bylaws of the Corporation.


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