Exhibit 3.1.3

                                                             ENDORSED-FILED
                                    In the office of the Secretary of State
                                                 of the State of California

                                                                 DEC-3 1998

                                             BILL JONES, Secretary of State


                     CERTIFICATE OF AMENDMENT
                                 OF
                     ARTICLES OF INCORPORATION
                                 OF
                          AUDIO HIGHWAY,
                    A CALIFORNIA CORPORATION


        Nathan M. Schulhof and Grant Jasmin certify that:

        1.      They are the President and Secretary, respectively, of Audio 
Highway, a California corporation.

        2.      Article ONE of the Articles of Incorporation of this 
corporation is amended to read as follows:

                ONE:    The name of this corporation is audiohighway.com.

        3.      Article FIVE of the Articles of Incorporation of this 
corporation is amended to read in its entirety as follows:

                FIVE:   The liability of directors of the corporation for 
monetary damages shall be eliminated to the fullest extent permissible under 
California law, as the same exists or may hereafter be amended. Any repeal or 
modification of the foregoing provisions of this Article FIVE by the 
shareholders of this corporation or otherwise shall not adversely affect any 
right or protection of a director or former director of this corporation 
existing at the time of such repeal or modification. The elimination of 
personal liability set forth in this Article FIVE under the General 
Corporation Law of the State of California shall not be denied or limited by 
the corporation's Bylaws.

        4.      Article SIX of the Articles of Incorporation of this 
corporation is amended to read in its entirety as follows:
                SIX:    The corporation is authorized to indemnify its agents 
to the fullest extent permissible under California law, as the same exists or 
may hereafter be amended. For




purposes of this provision, the term "agent" has the meaning set forth from 
time to time in Section 317 of the California Corporations Code or any 
successor statute. Any repeal or modification of the foregoing provisions of 
this Article SIX by the shareholders of this corporation or otherwise shall 
not adversely affect any right or protection of an agent or former agent of 
this corporation existing at the time of such repeal or modification. The 
indemnification provisions set forth in this Article SIX under the General 
Corporation Law of the State of California shall not be denied or limited by 
the corporation's Bylaws.

        5.      The foregoing amendments to the Articles of Incorporation, as 
amended, have been duly approved by the board of directors. 

        6.      The foregoing amendments to the Articles of Incorporation, as 
amended, have been duly approved by the required vote of shareholders in 
accordance with Section 902 of the Corporations Code. The total number of 
outstanding shares of Common Stock at the time of the action by shareholders 
was 3,970,585 shares. There are no other classes of voting securities of the 
corporation outstanding. The number of shares voting in favor of the 
foregoing amendments equaled or exceeded the vote required. The percentage 
vote required was more than 50% of the outstanding capital stock.

        We further declare under penalty of perjury under the laws of the 
State of California that the matters set forth in this Certificate are true 
and correct of our own knowledge.

        Dated this 22nd day of November, 1998.



                                           /s/ Nathan M. Schulhof
                                         ------------------------------------
                                         Nathan M. Schulhof
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                           /s/ Grant Jasmin
                                         -------------------------------------
                                         Grant Jasmin
                                         EXECUTIVE VICE PRESIDENT, CHIEF
                                         OPERATING OFFICER AND SECRETARY


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