**Exhibit3.1**

**RESTATED**

**ARTICLES OF INCORPORATION**

**OF**

**ENTERPRISE INFORMATICS INC.**

**I.**

The name of the corporation is Enterprise InformaticsInc.

**II.**

The purpose of the corporation is to engage in anylawful act or activity for which a corporation may be organized under theGeneral Corporation Law of California other than the banking business, thetrust company business or the practice of a profession permitted to beincorporated by the California Corporation Code.

**III.**

(a)          This corporation is authorized to issue two classes of shares of stock,designated, respectively as “Common Stock” and “Preferred Stock.” The totalnumber of shares of all classes of stock that this Corporation is authorized toissue is Two Hundred-One Million (201,000,000), consisting of Two HundredMillion (200,000,000) shares of Common Stock and One Million (1,000,000) sharesof Preferred Stock.

(b)          Shares of Preferred Stock may be issued from time to time in one or moreseries.  The Board of Directors is authorized to fix the number of sharesand to determine the designation of shares of any such series.  The Boardof Directors is also authorized to determine or alter the rights, preferences,privileges and restrictions granted to or imposed upon any wholly unissuedseries of Preferred Stock, including, without limitation, the dividend rights(and whether dividends are cumulative), conversion rights, if any, votingrights (including the number of votes, if any, per share, as well as the numberof members, if any, the Board of Directors or the percentage of members, ifany, of the Board of Directors that each series of Preferred Stock may beentitled to elect), rights and terms of redemption (including sinking fundprovisions, if any), redemption price and liquidation preferences, and, withinthe limits and restrictions stated in any resolution or resolutions of theBoard of Directors originally fixing the number of shares constituting anyseries, to increase or decrease (but not below the number of shares of suchseries then outstanding) the number of shares of any such series subsequent tothe issuance of shares of that series.  In case the number of shares ofany series shall be so decreased, the shares constituting such decrease shallresume the status that they had prior to the adoption of the resolutionoriginally fixing the number of shares of such series.

1             Designation and Amount. The initial series of Preferred Stockshall be designated “Series A Preferred Stock.” The number of sharesconstituting the Series A Preferred Stock shall be 478,261 shares.

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2             Definitions. For purposes hereof, the following definitions shallapply:

2.1          “Board” shall mean the Board of Directors of the Company.

2.2          “Common Stock” shall refer to the Common Stock of the Company.

2.3          “Company” shall mean Spescom Software Inc., a California corporation.

2.4          “Preferred Stock” shall refer to the Class A Preferred Stock of theCompany designated herein.

2.5          “Subsidiary” shall mean any corporation at least 50% of whoseoutstanding voting stock is at the time owned directly or indirectly by theCompany or by one or more Subsidiaries.

3             Dividends.

3.1          Right to Dividends.  The holders of then outstanding PreferredStock shall be entitled to receive, when and as declared by the Board, and outof any funds legally available therefore, cash dividends at a rate of $0.69 pershare per annum, such dividends to accrue on each share of Preferred Stockbeginning three years from the date of original issuance of such share, whetheror not earned or declared.  Such dividends may be payable quarterly orotherwise as the Board may from time to time determine.

3.2          Priority; Participation.  Such dividends shall be cumulativeso that unless dividends on the Preferred Stock at the foregoing annual ratefor the then current fiscal quarter shall have been paid or declared and a sumsufficient for the payment thereof set apart, (i) no dividend whatsoever(other than a dividend payable solely in Common Stock) shall be paid ordeclared, and no distribution shall be made on any Common Stock, and(ii) no shares of Common Stock shall be purchased, redeemed or acquired bythe Company and no money shall be paid into or set aside or made available fora sinking fund for the purchase, redemption or acquisition thereof; provided,however, that this restriction shall not apply to the repurchase of shares ofCommon Stock from directors, officers, employees or consultants of the Companyor any Subsidiary pursuant to agreements under which the Company has the optionor obligation to repurchase such shares upon the occurrence of certain events,including the termination of employment or consultation.  After allcumulative dividends on the Preferred Stock as provided above have been paid ordeclared and a sum sufficient for payment thereof set apart, if the Board shallelect to make further distribution of dividends, the holders of the PreferredStock shall be entitled to participate pro rata in all such dividends, as andwhen declared by the Board, based on the number of full shares of Common Stockinto which such Preferred Stock is then convertible pursuant to the provisionsof Section 7 hereof.

4             Liquidation Rights.

4.1          Preference on Preferred Stock.  In the event of anyliquidation, dissolution or winding up of the Company, whether voluntary orinvoluntary, the holders of each share of Preferred Stock then outstandingshall be entitled to be paid out of the assets of the Company available fordistribution to its shareholders, whether such assets are capital, surplus orearnings,

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beforeany payment or declaration and setting apart for payment of any amount shall bemade in respect of the Common Stock, an amount equal to $11.50 per share plusan amount equal to all declared and unpaid dividends thereon to and includingthe date full payment shall be tendered to the holders of the Preferred Stockwith respect to such liquidation, dissolution or winding up.  If upon anyliquidation, dissolution or winding up of the Company, whether voluntary orinvoluntary, the assets to be distributed to the holders of the Preferred Stockshall be insufficient to permit the payment to such shareholders of the fullpreferential amounts as aforesaid, then all of the assets of the Company to bedistributed shall be distributed ratably to the holders of the Preferred Stock.

4.2          Remaining Assets.  After the payment or distribution of thefull preferential amounts aforesaid, the holders of the Preferred Stock shallbe entitled to no further participation in the distribution of the assets ofthe Company and shall have no further rights of conversion, and the holders ofCommon Stock outstanding shall be entitled to receive ratably all remainingassets of the Company to be distributed.

4.3          Reorganization.  A consolidation or merger of the Companywith or into any other corporation or corporations or sale of all orsubstantially all of the assets of the Company in which the shareholders of theCompany receive solely capital stock of the acquiring corporation (or of thedirect or indirect parent party of the acquiring corporation), except for cashin lieu of fractional shares, shall not be deemed a liquidation, dissolution orwinding up of the Company for the purpose of Section 4.

4.4          Valuation.  Whenever the distribution provided for hereinshall be paid in property other than cash, the value of such distribution shallbe the fair market value of such property as determined in good faith by theBoard of Directors of the Company.

5             Restriction on Redemption.  The Company shall not have theright to call or redeem any or all of the Preferred Stock.  The Companyshall not purchase or otherwise acquire for value any outstanding shares ofPreferred Stock unless the Company makes a tender offer to all holders ofPreferred Stock to purchase such stock from the pro rata, based on the numberof shares of Preferred Stock held by each such holder, at the same cashpurchase price for each share.

6             Voting Rights.

6.1          Preferred Stock.  Each holder of shares of Preferred Stockshall be entitled to vote on all matters submitted to a vote of the holders ofCommon Stock and, except as otherwise expressly provided herein, shall beentitled to the number of votes equal to the largest number of full shares ofCommon Stock into which such shares of Preferred Stock could be converted,pursuant to the provisions of Section 7 hereof, at the record date for thedetermination of the shareholders entitled to vote on such matters or, if nosuch record date is established, at the date such vote is taken or any writtenconsent of shareholders is solicited.

6.2          Common Stock.  Each holder of shares of Common Stock shallbe entitled to one vote for each share thereof held.  Except as otherwiseexpressly provided herein or as

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requiredby law, the holders of Preferred Stock and the holders of Common Stock shallvote together and not as separate classes.

7             Conversion.  The holders of Preferred Stock shall have thefollowing conversion rights:

7.1          Right to Convert.  Each share of Preferred Stock shall beconvertible, at the option of the holder thereof, at any time after the date ofissuance of such share, at the office of the Company or any transfer agent forthe Preferred Stock or Common Stock, into fully paid and nonassessable sharesof Common Stock, at the Conversion Price (as hereinafter defined) in effect atthe time of conversion.

7.2          Conversion Price.  Each share of Preferred Stock shall beconvertible into the number of shares of Common Stock which results fromdividing the Conversion Price per share in effect at the time of conversioninto $11.50.  The initial Conversion Price per share shall be$11.50.  Such initial Conversion Price shall be subject to adjustment fromtime to time as provided below.

7.3          Mechanics of Conversion.  Before any holder of PreferredStock shall be entitled to convert the same into shares of Common Stock, heshall surrender the certificate or certificates therefore, duly endorsed, atthe office of the Company or of any transfer agent for the Preferred Stock orCommon Stock, and shall give written notice to the Company at such office thatsuch holder elects to convert the same and shall state therein the number ofshares of Preferred Stock being converted.  Thereupon, the Company shallpromptly issue and deliver at such office to such holder a certificate orcertificates for the number of shares of Common Stock to which such holder isentitled and shall promptly pay in cash all declared and unpaid dividends onthe shares of Preferred Stock being converted to and including the time ofconversion.  Such conversion shall be deemed to have been made immediatelyprior to the close of business on the date of such surrender of the shares ofPreferred Stock to be converted, and the person entitled to receive the sharesof Common Stock issuable upon such conversion shall be treated for all purposesas the record holder of such shares of Common Stock on such date.

7.4          Adjustment for Stock Splits and Combinations.  If theCompany at any time or from time to time after the original issuance of thePreferred Stock effects a subdivision of the outstanding Common Stock, theConversion Price then in effect immediately before that subdivision shall beproportionately decreased, and conversely, if the Company at any time or fromtime to time after the original issuance of the Preferred Stock combines theoutstanding shares of Common Stock, the Conversion Price then in effectimmediately before the combination shall be proportionately increased. Any adjustment under this paragraph (d) shall become effective at theclose of business on the date the subdivision or combination becomes effective.

7.5          Adjustment for Certain Dividends and Distributions.  In theevent the Company at any time or from time to time after the original issuanceof the Preferred Stock makes, or fixes a record date for the determination ofholders of Common Stock entitled to receive, a dividend or other distributionpayable in additional shares of Common Stock, then and in each such event theConversion Price then in effect shall be decreased as of the time of such

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issuanceor, in the event such a record date is fixed, as of the close of business onsuch record date, by multiplying the Conversion Price then in effect by afraction (i) the numerator of which is the total number of shares ofCommon Stock issued and outstanding immediately prior to the time of suchissuance or the close of business on such record date, and (ii) thedenominator of which shall be the total number of shares of Common Stock issuedand outstanding immediately prior to the time of such issuance or the close ofbusiness on such record date plus the number of shares of Common Stock issuablein payment of such dividend or distribution; provided, however, that ifsuch record date is fixed and such dividend is not fully paid or if suchdistribution is not fully made on the date fixed therefor, the Conversion Priceshall be recomputed accordingly as the close of business on such record dateand thereafter the Conversion Price shall be adjusted pursuant to thisparagraph (e) as of the time of actual payment of such dividend ordistribution.

7.6          Adjustments for Other Dividends and Distributions.  In theevent the Company at any time or from time to time after the original issuanceof the Preferred Stock makes, or fixes a record date for the determination ofholders of Common Stock entitled to receive, a dividend or other distributionpayable in securities of the Company other than shares of Common Stock, then ineach such event provision shall be made so that the holders of Preferred Stockshall receive upon conversion thereof, in addition to the number of shares ofCommon Stock receivable thereupon, the amount of securities of the Companywhich they would have received had their Preferred Stock been converted intoCommon Stock on the date of such event and had they thereafter, during theperiod from the date of such event to and including the Conversion Date,retained such securities receivable by them as aforesaid during such period,subject to all other adjustments called for during such period under thisSection 7 with respect to the rights of the holders of the PreferredStock.

7.7          Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable upon the conversion of the Preferred Stock ischanged into the same or a different number of shares of any class or classesof stock, whether by recapitalization, reclassification or otherwise (otherthan a subdivision or combination of shares or stock dividend or otherreorganization, merger, consolidation or sale of assets, provided for elsewherein this Section 7), then, and in any such event, each holder of PreferredStock shall have the right thereafter to convert such stock into the kind andamount of stock and other securities and property receivable upon suchrecapitalization, reclassification or other change, by holders of the number ofshares of Common Stock into which such shares of Preferred Stock might havebeen converted immediately prior to such recapitalization, reclassification orchange, all subject to further adjustment as provided herein.

7.8          Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is a capital reorganization of theCommon Stock (other than a recapitalization, subdivision, combination,reclassification or exchange of shares provided for elsewhere in thisSection 7) or a merger or consolidation of the Company with or intoanother corporation, or the sale of all or substantially all of the Company’sproperties and assets to any other person, then, as a part of suchreorganization, merger, consolidation or sale, provision shall be made so thatthe holders of the Preferred Stock shall thereafter be entitled to receive uponconversion of the Preferred Stock, the number of shares of stock or othersecurities or property of the Company, or of the successor corporationresulting from such merger or consolidation or

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sale,to which a holder of Common Stock deliverable upon conversion would have beenentitled on such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application ofthe provisions of this Section 7 with respect to the rights of the holdersof the Preferred Stock after the reorganization, merger, consolidation or saleto the end that the provisions of this Section 7 (including adjustment ofthe Conversion Price then in effect and number of shares purchasable uponconversion of the Preferred Stock) shall be applicable after that event and beas nearly equivalent to the provisions hereof as may be practicable.

7.9          Certificate of Adjustment.  In each case of an adjustment orreadjustment of the Conversion Price or the number of shares of Common Stock orother securities issuable upon conversion of the Preferred Stock, the Chief FinancialOfficer of the Company shall compute such adjustment or readjustment inaccordance with the provisions hereof and prepare a certificate showing suchadjustment or readjustment, and shall mail such certificate, by first classmail, postage prepaid, to each registered holder of the Preferred Stock at theholder’s address as shown in the Company’s books.  The certificate shallset forth such adjustment or readjustment, showing in detail the facts uponwhich such adjustment or readjustment is based.

7.10         Notices ofRecord Date.  In the event of any taking by the Company of a record ofthe holders of any class of securities for the purpose of determining theholders thereof who are entitled to receive any dividend or other distribution,or to vote on or consent to any capital reorganization of the Company, anyreclassification or recapitalization of the capital stock of the Company, anyconsolidation or merger involving the Company, or any transfer of all orsubstantially all of the assets of the Company to any other person or anyvoluntary or involuntary dissolution, liquidation or winding up of the Company,the Company shall mail to each holder of Preferred Stock at least 20 days priorto the record date specified therein, a notice specifying (i) the date onwhich any such record is to be taken for the purpose of such dividend ordistribution and a description of such dividend or distribution, (ii) thedate on which any such reorganization, reclassification, transfer,consolidation, merger, dissolution, liquidation or winding up is expected tobecome effective, and (iii) the time, if any, that is to be fixed, as towhen the holders of record of Common Stock (or other securities) shall beentitled to exchange their shares of Common Stock (or other securities) forsecurities or other property deliverable upon such reorganization,reclassification, transfer, consolidation, merger, dissolution, liquidation orwinding up.

7.11         AutomaticConversion.

(1)          Each share of Preferred Stock shall automatically be converted intoshares of Common Stock based on the then effective Conversion Price immediatelyupon (i) the closing of an underwritten public offering pursuant to aneffective Regulation A notification or a registration statement under theSecurities Act of 1933, as amended, covering the offering and sale of CommonStock for the account of the Company in which the aggregate gross proceedsreceived by the Company at the public offering price equals or exceeds$6,000,000, the public offering price per share of which equals or exceeds$11.50 per share of common Stock (appropriately adjusted for subdivisions andcombinations of shares of Common stock and dividends payable in shares ofCommon Stock) and the obligation of the underwriters is that if any of thesecurities being offered are purchased, all such securities must be purchased;or

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(ii) theeffective date of (A) a consolidation or merger of the Company with orinto another corporation or corporations; (B) a consolidation or merger inwhich the Company is a constituent corporation, it survives the consolidationor merger and its shareholders receive capital stock of another corporation; or(C) a sale of all or substantially all of the assets of the Company, provided,however, that one of the other constituent corporations, the acquiringcorporation or the parent of any such corporation has at that time a class ofsecurities publicly traded on a national securities exchange or quoted on anational quotation system or otherwise has a class of securities registeredunder Section 12 of the Securities Exchange Act of 1934, as amended.

(2)          Upon the occurrence of the events specified in paragraph (1) above, theoutstanding shares of further action by the holders of such shares are surrenderedto the Company or its transfer agent; provided, however, that theCompany shall not be obligated to issue certificates evidencing the shares ofCommon Stock issuable upon such conversion unless the certificates evidencingsuch shares of Preferred Stock are either delivered to the Company or itstransfer agent as provided below, or the holder notifies the Company or itstransfer agent that such certificates have been lost, stolen or destroyed andexecutes an agreement satisfactory to the Company to indemnify the Company fromany loss incurred by it in connection with such certificates.  Upon theoccurrence of such automatic conversion of the Preferred Stock, the holders ofPreferred Stock shall surrender the certificates representing such shares atthe office of the Company or any transfer agent for the Preferred Stock orCommon Stock.  Thereupon, there shall be issued and delivered to suchholder promptly at such office and in his name as shown on such surrenderedcertificate or certificates, a certificate or certificates for the number ofshares of Common Stock into which the shares of Preferred Stock surrenderedwere convertible on the date on which such automatic conversion occurred andthe Company shall promptly pay, or cause to be paid, in cash all declared andunpaid dividends on the shares of Preferred Stock being converted to andincluding the time of conversion.

7.12         FractionalShares.  No fractional shares of Common Stock shall be issued uponconversion of Preferred Stock.  In lieu of any fractional shares to whichthe holder would otherwise be entitled, the Company shall pay cash equal to theproduct of such fraction multiplied by the fair market value of one share ofthe Company’s Common Stock on the date of conversion, as determined in goodfaith by the Board.

7.13         Reservationof Stock Issuable Upon Conversion.  The Company shall at all timesreserve and keep available out of its authorized but unissued shares of CommonStock, solely for the purpose of effecting the conversion of the shares of thePreferred Stock such number of its shares of Common Stock as shall from time totime be sufficient to effect the conversion of all outstanding shares of thePreferred Stock; and if at any time the number of authorized but unissued sharesof Common Stock shall not be sufficient to effect the conversion of all thenoutstanding shares of Preferred Stock, the Company will take such corporateaction as may be necessary to increase its authorized but unissued shares ofCommon Stock to such number of shares as shall be sufficient for such purpose.

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8             Restrictions and Limitations.

8.1          So long as any shares of Preferred Stock remain outstanding, the Companyshall not, and shall not permit any Subsidiary to, without the vote or writtenconsent by the holders of more than 50% of the then outstanding shares ofPreferred Stock:

(1)          Redeem, purchase or otherwise acquire for value, any share or shares ofPreferred Stock, except as otherwise permitted under Section 5;

(2)          Purchase, redeem or otherwise acquire (or pay into or set aside for asinking fund for such purpose) any of the Common Stock; provided,however, that this restriction shall not apply to the repurchase of shares ofCommon Stock from directors, officers, employees or consultants of the Companyor any Subsidiary pursuant to agreements under which the Company has the optionor obligation to repurchase such shares upon the occurrence of certain events,including the termination of their employment or consultation;

(3)          Authorize or issue, or obligate itself to issue, any other equitysecurity senior to the Preferred Stock as to redemption rights, liquidationpreferences, conversion rights, voting rights or otherwise;

(4)          Increase or decrease (other than by redemption or conversion) the totalnumber of authorized shares of Preferred Stock.

8.2          The Company shall not amend its Articles of Incorporation without theapproval, by vote or written consent, of the holders of more than 50% of thePreferred Stock if such amendment would change any of the rights, preferences,privileges of or limitations provided for herein for the benefit of any sharesof Preferred Stock.  Without limiting the generality of the next precedingsentence, the Company will not amend its Articles of Incorporation without theapproval by the holders of more than 50% of the Preferred Stock if suchamendment would:

(1)          Reduce the dividend rate on Preferred Stock provided for herein, orcancel declared and unpaid dividends, or change the relative seniority rightsof the holders of Preferred Stock as to the payment of dividends in relation tothe holders of Common Stock of the Company;

(2)          Reduce the amount payable to the holders of Preferred Stock upon thevoluntary or involuntary liquidation, dissolution or winding up of the Company,or change the relative seniority of the liquidation preferences of the holdersof Preferred Stock to the rights upon liquidation of the holders of CommonStock of the Company;

(3)          Cancel or modify the conversion rights provided for in Section 7hereof;

(4)          Authorize any other equity security senior to the Preferred Stock; or

(5)          Make the Preferred Stock redeemable at the option of the Company exceptas specified in Section 5 hereof.

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9             No Reissuance of Preferred Stock.  No share or shares ofPreferred Stock acquired by the Company by reason of redemption, purchase,conversion or otherwise shall be reissued, and all such shares shall becancelled, retired and eliminated from the shares which the Company shall beauthorized to issue.

**IV.**

The liability of the directors of the corporation formonetary damages shall be eliminated to the fullest extent permissible underCalifornia law.

**V.**

This corporation is authorized to provideindemnification of agents (as defined in Section 317 of the General CorporationLaw of California) for breach of duty to the corporation and its shareholdersthrough bylaw provisions or through agreements with the agents, or otherwise,in excess of the indemnification otherwise permitted by Section 317 of theGeneral Corporation Law of California, subject to any limitations onindemnification under the General Corporation Law of California which cannot bewaived.

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