<PAGE>
 
                                                                  EXHIBIT 3.1(i)

                                   RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                            GRIP TECHNOLOGIES, INC.


     Sam G. Lindsay and James E. McCormick III certify that:

     1.   They are the President and Secretary, respectively, of Grip
Technologies, Inc., a California corporation (the "Company").

     2.   The Articles of Incorporation of the Company are restated in their
entirety to read as follows:

          First: The name of this corporation is Grip Technologies, Inc.

          Second: The purpose of this corporation is to engage in any lawful act
     or activity for which a corporation may be organized under the General
     Corporation Law of California other than the banking business, the trust
     company business or the practice of a profession permitted to be
     incorporated by the California Corporations Code.

          Third: The number and class of shares the corporation is authorized to
     issue is as follows:

<TABLE> 
<CAPTION> 
               Number of
           Authorized Shares                 Class
           -----------------                 -----
           <S>                  <C> 
               25,000,000       Common (without par value)
                3,000,000       Preferred (without par value)
</TABLE> 

          The Preferred Stock may be divided into such number of series as the
     Board of Directors may determine.  The Board of Directors is authorized to
     determine and alter the rights, preferences, privileges and restrictions
     granted to or imposed upon any wholly unissued series of Preferred Stock,
     and to fix the number of shares of any series of Preferred Stock and the
     designation of any such series of Preferred Stock.  The Board of Directors,
     within the limits and restrictions stated in any resolution or resolutions
     of the Board of Directors originally fixing the number of shares
     constituting any series, may increase or decrease (but not below the number
     of shares of such series then outstanding) the number of shares of any
     series subsequent to the issue of that series.
<PAGE>
 
          Fourth: The Board of Directors does hereby establish a series of
     Preferred Stock as follows:

          (a)  Designation and Number.  The designation of such series of
               ----------------------                                    
     Preferred Stock is Series A Convertible Preferred Stock.  The number of
     shares of such series is 1,350,000. The Board of Directors is authorized to
     change the number of shares of such series not only before, but also after
     any shares of such series have been issued, but it may not reduce the
     authorized number of shares of such series below the number of shares of
     such series already issued and still outstanding.

          (b)  Dividends.  The Series A Convertible Preferred Stock is entitled
               ---------                                                       
     to receive, out of funds legally available therefor, dividends at the
     annual rate of $0.10 per share, when and as declared by the Board of
     Directors. No dividends or other distributions shall be made with respect
     to the Common Stock and no Common Stock shall be purchased during any
     fiscal year of the corporation until dividends in the total amount of $0.10
     per share on the Series A Convertible Preferred Stock shall have been
     declared and paid or set apart during that fiscal year. Dividends on the
     Series A Convertible Preferred Stock shall not be cumulative and no right
     shall accrue to the Series A Convertible Preferred Stock by reason of the
     fact that the corporation may fail to declare or pay dividends on the
     Series A Convertible Preferred Stock in the amount of $0.10 per share or in
     any amount in any previous fiscal year of the corporation, whether or not
     the earnings of the corporation in that previous fiscal year were
     sufficient to pay such dividends in whole or in part.  After dividends in
     the total amount of $0.10 per share on the Series A Convertible Preferred
     Stock shall have been declared and paid or set apart in any one fiscal year
     of the corporation, if the Board of Directors shall elect to declare
     additional dividends in that fiscal year, out of funds legally available
     therefor, such additional dividends shall be declared solely on the Common
     Stock.

          (c)  Liquidation.
               ----------- 

               (1)  Upon the voluntary or involuntary liquidation, winding up or
     dissolution of the corporation, out of the assets available for
     distribution to shareholders the Series A Convertible Preferred Stock shall
     be entitled to receive, in preference to any payment on the Common Stock,
     an amount equal to $1.00 per share plus (i) any dividends previously
     declared and unpaid, and (ii) a premium of $0.10 per share per annum from
     the date of the original issuance of the Series A Convertible Preferred
     Stock to the date of the notice of liquidation, and no more.  After the
     full preferential liquidation

                                       2
<PAGE>
 
     amount has been paid to, or determined and set apart for, the Series A
     Convertible Preferred Stock, the remaining assets shall be paid to the
     Common Stock.  In the event the assets of the corporation are insufficient
     to pay the full preferential liquidation amount required to be paid to the
     Series A Convertible Preferred Stock, the entire remaining assets shall be
     paid to the Series A Convertible Preferred Stock and the Common Stock shall
     receive nothing.  Any "reorganization," as that term is defined in Section
     181 of the California General Corporation Law, shall not be considered to
     be a liquidation, winding up or dissolution within the meaning of this
     subdivision (c) and, in such event, the holders of the Series A Convertible
     Preferred Stock shall be entitled only to the rights provided in the
     agreement and plan of reorganization and Chapters 12 and 13 of the
     California General Corporation Law.

               (2)  Sections 502 and 503 of the Corporations Code do not apply
     to the corporation's purchase of shares of Common Stock from an employee or
     consultant of the corporation pursuant to any right of purchase granted to
     the corporation under a contract for the services of the employee or
     consultant or pursuant to the terms of the corporation's Stock Option Plan
     or any stock option agreements issued pursuant thereto.

          (d)  Voting Rights.  Without the approval of at least a majority of 
               -------------                                                    
     the outstanding shares of Series A Convertible Preferred Stock, the
     corporation shall not

               (1)  Amend its Articles of Incorporation to alter or change any
     rights, preferences or privileges of the Preferred Stock so as materially
     and adversely affect the Series A Preferred Stock;

               (2)  Increase the authorized number of shares of Preferred Stock;

               (3)  Authorize another class of shares senior to the Series A
     Convertible Preferred Stock with respect to dividends or distributions of
     assets on liquidation;

               (4)  Purchase any Common Stock except as described on
     subparagraph (c)(2) above;

               (5)  Enter into a "reorganization," as that term is defined in
     Section 181 of the California General Corporation Law, or sell all or
     substantially all of its assets to any other corporation, if, and only to
     the extent that, a vote of the outstanding shares is required by the
     California General Corporation Law;

                                       3
<PAGE>
 
               (6)  Restrict the transfer or hypothecation of shares of Series A
     Convertible Preferred Stock other than as required by federal or state
     securities laws or regulations or as otherwise provided in the Subscription
     Agreement to be executed by persons acquiring any Series A Convertible
     Preferred Stock; or

               (7)  Voluntarily elect to wind up and dissolve.

          (e)  Conversion.
               ---------- 

               (1)  The Series A Convertible Preferred Stock shall be
     convertible into Common Stock at any time not later than the close of
     business on the fifth day prior to the date fixed for redemption in any
     notice of redemption at the option of the respective holders of the Series
     A Convertible Preferred Stock. Each share of Series A Convertible Preferred
     Stock shall be converted into such number of fully paid and nonassessable
     shares of Common Stock as is determined by dividing $1.00 by the conversion
     price in effect at the date of conversion. The conversion price per share
     shall be $1.00 (the "basic conversion price"), which shall be subject to
     adjustment from time to time as provided in paragraphs (3), (4) and (5) of
     this subdivision (e). In effecting the conversion, accrued unpaid dividends
     on the Series A Convertible Preferred Stock shall be disregarded. Upon
     conversion, no fractional shares shall be issued and the corporation shall
     in lieu thereof pay in cash the fair value of the fraction. The corporation
     shall reserve and keep reserved out of its authorized but unissued shares
     of Common Stock sufficient shares to effect the conversion of all shares of
     Series A Convertible Preferred Stock outstanding from time to time.

               (2)  A holder of Series A Convertible Preferred Stock desiring to
     convert shall deliver the share certificate to the corporation at its
     principal executive office, accompanied by a written request to convert,
     specifying the number of shares to be converted.  The indorsement of the
     share certificate and the request to convert shall be in form satisfactory
     to the corporation. Upon the date of such delivery the conversion is deemed
     to have occurred and the person entitled to receive share certificates for
     Common Stock shall be regarded for all corporate purposes from and after
     such date as the holder of the number of shares of Common Stock to which he
     is entitled upon the conversion.

               (3)  In case, at any time or from time to time after the issuance
     of the first share of Series A Convertible Preferred Stock, the corporation
     shall issue and sell any shares of Common Stock for a consideration per
     share less than the conversion price in effect immediately

                                       4
<PAGE>
 
     prior to such issue or sale, then forthwith upon such issue or sale the
     conversion price shall be reduced to a price (calculated to the nearest
     cent) determined by dividing (A) an amount equal to the sum of (i) the
     number of shares of Common Stock outstanding immediately prior to such
     issue or sale multiplied by the then existing conversion price, and (ii)
     the consideration, if any, received by the corporation upon such issuance
     and sale, by (B) the total number of shares of Common Stock outstanding
     immediately after such issue or sale.  No adjustment of the conversion
     price, however, shall be made in an amount less than five cents per share,
     but any lesser adjustment shall be carried forward and shall be made at the
     time of and together with the next subsequent adjustment which, together
     with any adjustments so carried forward, shall amount to ten cents per
     share or more.

               (4)  For purposes of paragraph (3) above, the following
     subparagraphs (A) to (D), inclusive, shall also be applicable:

                    (A) In case at any time the corporation shall grant any
     rights to subscribe for, or any rights or options to purchase, Common Stock
     or any stock or other securities convertible into or exchangeable for
     Common Stock (such convertible or exchangeable stock or securities being
     herein called "Convertible Securities"), whether or not such rights or
     options or the right to convert or exchange any such Convertible Securities
     are immediately exercisable, and the price per share for which Common Stock
     is issuable upon the exercise of such rights or options or upon conversion
     or exchange of such Convertible Securities (determined by dividing (aa) the
     total amount, if any, received or receivable by the corporation as
     consideration for the granting of such rights or options, plus the minimum
     aggregate amount of additional consideration payable to the corporation
     upon the exercise of such rights or options, plus, in the case of any such
     rights or options which relate to such Convertible Securities, the minimum
     aggregate amount of additional consideration, if any, payable upon the
     issue or sale of such Convertible Securities and upon the conversion or
     exchange thereof, by (bb) the total maximum number of shares of Common
     Stock issuable upon the exercise of such rights or options or upon the
     conversion or exchange of all such Convertible Securities issuable upon the
     exercise of such rights or options) shall be less than the conversion price
     in effect immediately prior to the time of the granting of such rights or
     options, then the total maximum number of shares of Common Stock issuable
     upon the exercise of such rights or options or upon conversion or exchange
     of the total maximum number of shares of such Convertible Securities
     issuable upon the exercise of such rights or options shall

                                       5
<PAGE>
 
     (as of the date of granting of such rights or options) be deemed to be
     outstanding and to have been issued for such price per share.  No further
     adjustments of the conversion price shall be made upon the actual issue of
     such Common Stock or of such Convertible Securities upon exercise of such
     rights or option or upon the actual issue of such Common Stock upon
     conversion or exchange of such Convertible Securities.

                    (B) In case at any time the corporation shall issue or sell
     any Convertible Securities, whether or not the rights to exchange or
     convert thereunder are immediately exercisable, and the price per share for
     which Common Stock is issuable upon such conversion or exchange (determined
     by dividing (aa) the total amount received or receivable by the corporation
     as consideration for the issue or sale of such Convertible Securities, plus
     the minimum aggregate amount of additional consideration, if any, payable
     to the corporation upon the conversion or exchange thereof, by (bb) the
     total maximum number of shares of Common Stock issuable upon the conversion
     or exchange of all such Convertible Securities) shall be less than the
     conversion price in effect immediately prior to the time of such issue or
     sale, then the total maximum number of shares of Common Stock issuable upon
     conversion or exchange of all such Convertible Securities shall (as of the
     date of the issue or sale of such Convertible Securities) be deemed to be
     outstanding and to have been issued for such price per share, provided that
     (i) no further adjustments of the conversion price shall be made upon the
     actual issue of such Common Stock upon conversion or exchange of such
     Convertible Securities, and (ii) if any such issue or sale of such
     Convertible Securities is made upon exercise of any rights to subscribe for
     or to purchase or any option to purchase any such Convertible Securities
     for which adjustments of the conversion price have been or are to be made
     pursuant to other provisions of this paragraph (4), no further adjustment
     of the conversion price shall be made by reason of such issue or sale.

                    (C) In case at any time the corporation shall declare a
     dividend or make any other distribution upon any stock of the corporation
     payable in Common Stock or Convertible Securities, any Common Stock or
     Convertible Securities, as the case may be, issuable in payment of such
     dividend or distribution shall be deemed to have been issued or sold
     without consideration.

                    (D) In case at any time any shares of Common Stock or
     Convertible Securities or any rights or options to purchase any such Common
     Stock or Convertible Securities shall be issued or sold for cash, the
     consideration received therefor shall be deemed to be the

                                       6
<PAGE>
 
     amount received by the corporation therefor, without deduction therefrom of
     any expenses incurred or any underwriting commissions or concessions or
     discounts paid or allowed by the corporation in connection therewith.  In
     case any shares of Common Stock or Convertible Securities or any rights or
     options to purchase any such Common Stock or Convertible Securities shall
     be issued or sold for a consideration other than cash, the amount of the
     consideration other than cash received by the corporation shall be deemed
     to be the fair value of such consideration as determined by the Board of
     Directors, without deduction therefrom of any expenses incurred or any
     underwriting commissions or concessions or discounts paid or allowed by the
     corporation in connection therewith.  In case any shares of Common Stock or
     Convertible Securities or any rights or options to purchase any such Common
     Stock or Convertible Securities shall be issued in connection with any
     merger of another corporation into the corporation, the amount of
     consideration therefor shall be deemed to be the fair value of the assets
     of such merged corporation as determined by the Board of Directors after
     deducting therefrom all cash and other consideration (if any) paid by the
     corporation in connection with such merger.

               (5)  For the purpose of paragraph (3) above, none of the
     following issuances shall be considered the issuance or sale of Common
     Stock:

                    (A) The issuance of Common Stock upon conversion of any
     Series A Convertible Preferred Stock; or

                    (B) The issuance of not more than 600,000 shares of Common
     Stock (subject to antidilution adjustments) to officers, directors,
     employees or consultants of the corporation pursuant to stock option or
     stock purchase plans approved by the Board of Directors of the corporation
     (including the reissuance of shares purchased by the corporation from
     officers, directors, employees or consultants of the corporation as
     specified in paragraph (2) of subdivision (c)).

               (6)  In case at any time the corporation shall subdivide its
     outstanding shares of Common Stock into a greater number of shares, the
     conversion price in effect immediately prior to such subdivision shall be
     proportionately reduced and conversely, in case the outstanding shares of
     Common Stock of the corporation shall be combined into a smaller number of
     shares, the conversion price in effect immediately prior to such
     combination shall be proportionately increased.

               (7)  Promptly after any change in the conversion price, the
     corporation shall cause to be prepared a written

                                       7
<PAGE>
 
     statement setting forth in detail the facts and the revised conversion
     ratio.  The statement shall be signed by the president or a vice-president
     and by the chief financial officer, the treasurer or an assistant treasurer
     and filed with the secretary.  A copy of the statement shall be mailed to
     each holder of Series A Convertible Preferred Stock.

          (f)  Redemption.
               ---------- 

               (1) The Series A Convertible Preferred Stock is subject to
     redemption at any time on or after August 31, 1995, out of funds legally
     available therefor, in whole, or from time to time in part, at the option
     of the Board of Directors of the corporation.  If only a part of the Series
     A Convertible Preferred Stock is to be redeemed, the redemption shall be
     carried out prorata.  The redemption price shall be $1.00 per share plus
     (i) any dividends previously declared and unpaid, and (ii) $0.10 per share
     per annum from the date of original issuance to the date of the notice of
     redemption (herein called the "Redemption Price").

               (2) The corporation shall mail a notice of redemption to each
     holder of record of shares to be redeemed addressed to the holder at the
     address of such holder appearing on the books of the corporation or given
     by the holder to the corporation for the purpose of notice, or if no such
     address appears or is given at the place where the principal executive
     office of the corporation is located, not earlier than 60 nor later than 20
     days before the date fixed for redemption.  The notice of redemption shall
     include (i) the class of shares or the part of a class of shares to be
     redeemed, (ii) the date fixed for redemption, (iii) the redemption price,
     (iv) the place at which the shareholders may obtain payment of the
     redemption price upon surrender of their share certificates, (v) the last
     date prior to the date of redemption that the right of conversion may be
     exercised.  If funds are available on the date fixed for the redemption,
     then whether or not the share certificates are surrendered for payment of
     the redemption price, the shares  shall no longer be outstanding and the
     holders thereof shall cease to be shareholders of the corporation with
     respect to the shares redeemed on and after the date fixed for redemption
     and shall be entitled only to receive the redemption price without interest
     upon surrender of the share certificate. If less than all the shares
     represented by one share certificate are to be redeemed, the corporation
     shall issue a new share certificate for the shares not redeemed.

               (3) If, on or prior to any date fixed for redemption, the
     corporation deposits with any bank or trust

                                       8
<PAGE>
 
     company in this state as a trust fund a sum sufficient to redeem, on the
     date fixed for redemption thereof, the shares called for redemption, with
     irrevocable instructions and authority to the bank or trust company to
     publish the notice of redemption thereof (or to complete such publication
     if theretofore commenced) and to pay, on and after the date fixed for
     redemption or prior thereto, the redemption price of the shares to their
     respective holders upon the surrender of their share certificates, then
     from and after the date of the deposit (although prior to the date fixed
     for redemption) the shares so called shall be redeemed and dividends on
     those shares shall cease to accrue after the date fixed for redemption.
     The deposit shall constitute full payment of the shares to their holders
     and from and after the date of the deposit the shares shall no longer be
     outstanding and the holders thereof shall cease to be shareholders with
     respect to such shares and shall have no rights with respect thereto except
     the right to receive from the bank or trust company payment of the
     redemption price of the shares without interest, upon surrender of their
     certificates therefor and the right to convert the shares in accordance
     with subdivision (e) of this Article.  The bank or trust company forthwith
     shall return to the corporation funds deposited for shares converted.
     After two years, the bank or trust company shall return to the corporation
     funds deposited and not claimed and thereafter the holder of a share
     certificate for share redeemed shall look to the corporation for payment.

          Fifth: This corporation hereby elects to be governed by all of the
     provisions of the General Corporation Law effective January 1, 1977, not
     otherwise applicable to it under Chapter 23 thereof.

          Sixth: The authorized number of directors of this corporation shall be
     not less than four (4) nor more than seven (7).  The exact number of
     directors within these limits shall be fixed and may be changed from time
     to time by a resolution adopted by the Board of Directors.

          Seventh:  (a) Elimination of Directors' Liability.  The liability of
                        -----------------------------------                   
     the directors of this corporation for monetary damages shall be eliminated
     to the fullest extent permissible under California law.

          (b) Indemnification of Corporate Agents.  This corporation is
              -----------------------------------                      
     authorized to provide indemnification of agents (as defined in Section 317
     of the California General Corporation Law) through bylaw provisions,
     agreements with agents, vote of shareholders or disinterested directors or
     otherwise, in excess of the indemnification otherwise permitted by Section
     317 of the California General

                                       9
<PAGE>
 
     Corporation Law, subject only to the applicable limits set forth in Section
     204 of the California General Corporation Law with respect to actions for
     breach of duty to the corporation and its shareholders.

          (c) Repeal or Modification.  Any repeal or modification of the
              ----------------------                                    
     foregoing provisions of this Article by the shareholders of this
     corporation shall not adversely affect any right or protection of an agent
     of this corporation existing at the time of that repeal or modification.

     3.   The foregoing restatement of Articles of Incorporation have been duly
approved by the Board of Directors of the Company.

     4.   The foregoing restatement of Articles of Incorporation does not alter
or amend the Articles of Incorporation except for alterations and amendments
permitted by Sections 902(d) and 2302 of the California General Corporations
Code to be adopted by the Board of Directors alone.  Accordingly, pursuant to
Section 910(b) of the California Corporations Code, no approval of the
outstanding shares was required.


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


     Executed at Irvine, California on July ____, 1996.



 
                                         --------------------------------------
                                                     Sam G. Lindsay
                                                       President
 
 
 
                                         --------------------------------------
                                                 James E. McCormick III
                                                       Secretary
 

                                       10