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EXHIBIT 3.1



                      RESTATED CERTIFICATE OF INCORPORATION


                                       OF


                               SVI SOLUTIONS, INC.


 (ORIGINALLY INCORPORATED FEBRUARY 24, 2000 UNDER THE NAME SVI SOLUTIONS, INC.)


                                    ARTICLE I

         The name of this corporation is SVI Solutions, Inc. (the
"Corporation").

                                   ARTICLE II

         The address of this Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

                                   ARTICLE III

         The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
Delaware General Corporation Law (the "Law").

                                   ARTICLE IV

         (A) CLASSES OF STOCK. This Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The Corporation is authorized to issue One Hundred Million (100,000,000)
shares of Common Stock, par value $.0001 and Five Million (5,000,000) shares of
Preferred Stock, par value $.0001.

         (B) RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The Board
of Directors ("Board") is authorized, subject to limitations prescribed by the
Law, and by the provisions of this Article, to provide for the issuance of
shares of Preferred Stock in series, to establish from time to time the number
of shares to be included in each series and to determine the designations,
relative rights, preferences and limitations of the shares of each series. The
authority of the Board with respect to each series includes determination of the
following:

                  (1) The number of shares in and the distinguishing designation
         of that series;

                  (2) Whether shares of that series shall have full, special,
         conditional, limited or no voting rights, except to the extent
         otherwise provided by the Law;

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                  (3) Whether shares of that series shall be convertible and the
         terms and conditions of the conversion, including provision for
         adjustment of the conversion rate in circumstances determined by the
         Board;

                  (4) Whether shares of that series shall be redeemable and the
         terms and conditions of redemption, including the date or dates upon or
         after which they shall be redeemable and the amount per share payable
         in case of redemption, which amount may vary under different conditions
         or at different redemption dates;

                  (5) The dividend rate, if any, on shares of that series, the
         manner of calculating any dividends and the preferences of any
         dividends;

                  (6) The rights of shares of that series in the event of
         voluntary or involuntary dissolution of the Corporation and the rights
         of priority of that series relative to the Common Stock and any other
         series of Preferred Stock on the distribution of assets on dissolution;
         and

                  (7) Any other rights, preferences and limitations of that
         series that are permitted by law.

                                    ARTICLE V

         No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Law. No amendment to the Law that further limits the acts or omissions
for which elimination of liability is permitted shall affect the liability of a
director for any act or omission which occurs prior to the effective date of the
amendment. Any repeal or modification of this Article V shall be prospective and
shall not adversely affect any right or protection of a director, officer, agent
or other person existing at the time of, or increase the liability of any
director of the Corporation with respect to any acts or omissions of such
director occurring prior to, such repeal or modification.

                                   ARTICLE VI

         The Corporation shall indemnify any current or former director or
officer and may indemnify any current or former employee or agent of the
Corporation to the fullest extent not prohibited by law, who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,

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partnership, joint venture, trust or other enterprise, if he acted in good faith
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Corporation shall pay for or reimburse
the reasonable expenses incurred by any such current or former director or
officer and may pay for or reimburse the reasonable expenses incurred by any
such current or former employee or agent, in any such proceeding in advance of
the final disposition of the proceeding upon receipt of an undertaking by the
person to repay all amounts advanced if it should ultimately be determined that
the person is not entitled to be indemnified under this Article VI or otherwise.
No amendment to this Article that limits the Corporation's obligation to
indemnify any person shall have any effect on such obligation for any act or
omission that occurs prior to the later of the effective date of the amendment
or the date notice of the amendment is given to the person. This Article shall
not be deemed exclusive of any other provisions for indemnification or
advancement of expenses of directors, officers, employees, agents and
fiduciaries that may be included in any statute, bylaw, agreement, general or
specific action of the Board, vote of shareholders or other document or
arrangement.

                                   ARTICLE VII

         Elections of directors need not be by written ballot except and to the
extent provided in the Bylaws of the Corporation.

                                  ARTICLE VIII

         The Corporation is to have a perpetual existence.

                                   ARTICLE IX

         The Corporation reserves the right to repeal, alter, amend or rescind
any provision contained in this Certificate of Incorporation and/or any
provision contained in any amendment to or restatement of this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.

                                    ARTICLE X

         No holder of shares of stock of the Corporation shall have any
preemptive or other right, except as such rights are expressly provided by
contract, to purchase or subscribe for or receive any shares of any class, or
series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, options, bonds, debentures or other securities
convertible into, exchangeable for or carrying any right to purchase any share
of any class, or series thereof, of stock; but such additional shares of stock
and such warrants, options, bonds, debentures or other securities convertible
into, exchangeable for or carrying any right to purchase any shares of any
class, or series thereof, of stock may be issued or disposed of by the Board to
such persons, and on such terms and for such lawful consideration as in its
discretion it shall deem advisable or as the Corporation shall have by contract
agreed.

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                                   ARTICLE XI

         The Board may from time to time make, amend, supplement or repeal the
Bylaws by the requisite affirmative vote of directors as set forth in the
Bylaws; provided, however, that the stockholders may change or repeal any bylaw
adopted by the Board by the requisite affirmative vote of stockholders as set
forth in the Bylaws; and, provided further, that no amendment or supplement to
the Bylaws adopted by the Board shall vary or conflict with any amendment or
supplement thus adopted by the stockholders.

                                   ARTICLE XII

         All actions of the stockholders shall be taken at an annual or special
meeting of the stockholders called in the manner set forth in the Bylaws. No
action shall be taken by the stockholders by written consent.


         IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and does further amend the provisions of the
corporation's Certificate of Incorporation and having been duly adopted by the
board of directors and the stockholders of the corporation in accordance with
the provisions of Sections 242 and 245 of the General Corporation Laws of the
State of Delaware, has been executed this 20th day of February, 2001, by David
L. Reese, its authorized officer.


                                                       /s/ David L. Reese
                                                       -------------------------
                                                       David L. Reese
                                                       Secretary

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