Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                           TO THE AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                              OF AXTIVE CORPORATION

      Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware, Axtive Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:

      FIRST: That the Board of Directors of the Corporation, by unanimous
consent pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware, adopted a resolution setting forth and declaring advisable the
following proposed amendment to the Amended and Restated Certificate of
Incorporation, as amended, of the Corporation:

      That Article Four of the Corporation's Amended and Restated Certificate of
      Incorporation, as amended, be amended and restated in its entirety as
      follows:

                                  "ARTICLE FOUR

                                  Capital Stock

                  The Company shall have the authority to issue a total of Two
            Hundred Five Million (205,000,000) shares, consisting of (a) Two
            Hundred Million (200,000,000) shares of common stock, par value
            $0.01 per share, and (b) Five Million (5,000,000) shares of
            preferred stock, par value $0.01 per share. The preferred stock may
            be issued from time to time in one or more series and with such
            voting powers, full or limited, or no voting powers, and such
            designations, preferences and relative, participating, option or
            other special rights or qualifications, or restrictions thereof, as
            shall be stated and expressed in this Certificate or in any
            amendment hereto, or in a resolution adopted by the board of
            directors."

      SECOND:That thereafter, pursuant to resolution of the Board of Directors,
the proposed amendment was submitted to the stockholders of the Corporation, and
the necessary number of shares as required by statute was voted in favor of the
amendment.

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH:That this Certificate of Amendment shall be effective upon the
filing hereof.

      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Graham C. Beachum III, its President and Chief Operating Officer, this
11th day of January, 2005.

                                     AXTIVE CORPORATION


                                     By: /s/ GRAHAM C. BEACHUM III
                                         --------------------------------------
                                         Graham C. Beachum III
                                         President and Chief Operating Officer