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Exhibit 3.1
 SECOND AMENDMENT
TO THE
AMENDED AND RESTATED BYLAWS
OF  SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
 Bylaws Corporation
 1.
    
    Article II  Directorsshall be amended by amending and restating paragraph 9 of such Article
in its entirety as follows:
 9.
    
    TEMPORARY BOARD COMPOSITION AND FUNCTIONS. For the period commencing October
4, 2005 and ending on the earlier of (i) the completion of the Corporations 2006
annual meeting of shareholders and (ii) the date on which the composition of the
Corporations Board shall be in compliance with the corporate governance standards for
the composition of boards of directors set forth by Nasdaq in respect of an application
for listing on Nasdaq (including either of the Nasdaq National Market or Nasdaq Small
Cap Market), and any rule, regulation or provision of the U.S. Securities and Exchange
Commission relating thereto, the Board shall be subject to the following provisions,
and, to the extent such provisions are inconsistent with any other provision in the
Bylaws, the provisions hereunder shall apply:
 
    
    NUMBER. The number of directors constituting the whole Board shall be six.
    
    CLASS. There shall be the following three classes of directors: Class A
directors, which shall consist of two directors, Class B directors, which shall
consist of two directors, and Class C directors, which shall consist of two
directors. Except as set forth below, the authority of each of the three
classes of directors shall be identical. In the event of a vacancy of a Class
A or Class B director, the remaining Class A or Class B director, as
applicable, shall, in its sole discretion, appoint a new director to fill such
vacancy until the next annual meeting of stockholders and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. In the event of simultaneous vacancies of both Class A directors or
both Class B directors, or in the event of a vacancy of a Class C director,
such vacancies shall be filled by the affirmative vote of a majority of the
remaining directors then in office.




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
    
    VOTING. Except as otherwise provided in this paragraph 9 of Article II, at
least five directors present at a meeting at which a quorum is present shall be
necessary to constitute an act of the Board.
 2.
    
    Except as expressly amended herein and upon termination of this amendment as provided in
paragraph 9 of Article II set forth above, the Bylaws of the Corporation shall remain in full
force and effect.




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CERTIFICATE
 SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP. Corporation
 th
 /s/ Michael MeglessMichael Megless, Secretary




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FIRST AMENDMENT
TO THE
AMENDED AND RESTATED BYLAWS
OF  SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
 Bylaws Corporation
 1.
    
    Article II  Directorsshall be amended to add the following as new paragraph 9:
 9.
    
    TEMPORARY BOARD COMPOSITION AND FUNCTIONS. For the period commencing May 11,
2005 and ending on the earlier of (i) the completion of the Corporations 2006 annual
meeting of shareholders and (ii) the date on which the composition of the Corporations
Board shall be in compliance with the corporate governance standards for the
composition of boards of directors set forth by Nasdaq in respect of an application for
listing on Nasdaq (including either of the Nasdaq National Market or Nasdaq Small Cap
Market), and any rule, regulation or provision of the U.S. Securities and Exchange
Commission relating thereto, the Board shall be subject to the following provisions,
and, to the extent such provisions are inconsistent with any other provision in the
Bylaws, the provisions hereunder shall apply:
 
    
    NUMBER. The number of directors constituting the whole Board shall be five.
    
    CLASS. There shall be the following three classes of directors: Class A
directors, which shall consist of two directors, Class B directors, which shall
consist of two directors, and a single Class C director. Except as set forth
below, the authority of each of the three classes of directors shall be
identical. In the event of a vacancy of a Class A or Class B director, the
remaining Class A or Class B director, as applicable, shall, in its sole
discretion, appoint a new director to fill such vacancy until the next annual
meeting of stockholders and until his or her successor is elected and qualified
or until his or her earlier resignation or removal. In the event of
simultaneous vacancies of both Class A directors or both Class B directors,
such vacancies shall be filled by the affirmative vote of a majority of the
remaining directors then in office.
    
    VOTING. Except as otherwise provided in this paragraph 9 of Article II, at
least four directors present at a meeting at which a quorum is present shall be
necessary to constitute an act of the Board.




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2.
    
    Except as expressly amended herein and upon termination of this amendment as provided in
paragraph 9 of Article II set forth above, the Bylaws of the Corporation shall remain in full
force and effect.




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CERTIFICATE
 SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP. Corporation
 th
 /s/ Nancy C. GontarekNancy C. Gontarek, Secretary




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/s/ Dyron M. WatfordPresident ofSilva Bay International, Inc.