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                                                                     EXHIBIT 4.1

                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                             CLICK COMMERCE, INC.



          CLICK COMMERCE, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

          I.   The name of the Corporation is CLICK COMMERCE, INC.

          II.  The original Certificate of Incorporation of the Corporation was
filed with the Delaware Secretary of State on August 20, 1996 under the name
"Click Interactive, Inc.".

          III. The Board of Directors of the Corporation, acting in accordance
with Sections 141(f), 242 and 245 of the General Corporation Law of the State of
Delaware, duly adopted resolutions and declared the advisability of such
resolutions to amend and restate the Certificate of Incorporation of the
Corporation to read in its entirety as follows:

                                   ARTICLE I.

          The name of the corporation is CLICK COMMERCE, INC.

                                  ARTICLE II.

          The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805.  The name of its registered agent at such address is Corporation Service
Company.

                                  ARTICLE III.

          The nature of the business or purpose to be conducted or promoted is
to engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of Delaware.

                                  ARTICLE IV.

          (a) The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock."  The total
number of shares which the Corporation shall have authority to issue is Eighty
million (80,000,000) shares.  The total number of shares of Common Stock which
the Corporation shall have authority to issue is Seventy-Five million
(75,000,000) shares, and the par value of each share of Common Stock is one-
tenth of one cent ($0.001).  The total number of shares of Preferred Stock which
the Corporation shall have authority to issue is five million (5,000,000)
shares, and the par value of each share of Preferred Stock is one-tenth of one
cent ($0.001).  The Preferred Stock may be issued from time to time, in
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one or more series, each series to be appropriately designated by a
distinguishing letter or title, prior to the issue of any shares thereof.

          (b) The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions, if any), the redemption
price or prices, the liquidation preferences, any other designations,
preferences and relative, participating, optional or other special rights, and
any qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock, and the number of shares constituting any such
unissued series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

                                   ARTICLE V.

          In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal, alter,
amend and rescind the bylaws of the Corporation.

                                  ARTICLE VI.

          Notwithstanding Article V hereof, the bylaws may be rescinded,
altered, amended or repealed in any respect by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66K%) of the outstanding
voting stock of the Corporation, voting together as a single class.

                                  ARTICLE VII.

          The Board of Directors shall have that number of Directors set out in
the bylaws of the Corporation as adopted or as set from time to time by a duly
adopted amendment thereto by the Board of Directors or stockholders of the
Corporation acting in accordance with Article VI.

                                 ARTICLE VIII.

          The Board of Directors shall be and is divided into three classes,
Class I, Class II and Class III. The number of directors in each class shall be
the whole number contained in the quotient arrived at by dividing the number of
directors by three, and if a fraction is also contained in such quotient then if
such fraction is one-third (1/3) the extra director shall be a member of Class
III and if the fraction is two-thirds (2/3) one of the extra directors shall be
a member of Class III and the other shall be a member of Class II. Each director
shall serve for a term ending on the date of the third annual meeting following
the annual meeting at which such director was elected; provided, however, that
the directors of the Corporation as of the date of filing of this Restated
Certificate of Incorporation are hereby each assigned to a class, and the
directors assigned to Class I shall serve

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for a term ending on the date of the first annual meeting next following January
1, 2000, the directors assigned to Class II shall serve for a term ending on the
date of the second annual meeting next following January 1, 2000, and the
directors assigned to Class III shall serve for a term ending on the date of the
third annual meeting next following January 1, 2000.

          The members of the present Board of Directors are allocated as
follows:

                    Peter N. Larson             Class I
                    Leslie D. Shroyer           Class I
                    Manuel A. Fernadez          Class II
                    Jerry Murdock               Class II
                    Dr. Michel Hammer           Class III
                    Michael W. Ferro, Jr.       Class III
                    Emmanuel A. Kampouris       Class III

          In the event of any increase or decrease in the number of directors,
(a) each director then serving as such shall nevertheless continue as a director
of the class of which he or she is a member until the expiration of his or her
current term, or his or her prior death, retirement, resignation or removal, and
(b) the newly created or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors to such class or
classes as shall, so far as possible bring the number of directors in the
respective classes into conformity with the formula in this Article VIII, as
applied to the new number of directors.

          Notwithstanding any of the foregoing provisions of this Article VIII,
each director shall serve until his successor is elected and qualified or until
his death, retirement, resignation or removal. Should a vacancy occur or be
created, the remaining directors (even though less than a quorum) may fill the
vacancy for the full term of the class in which the vacancy occurs or is
created.

                                  ARTICLE IX.

          Elections of directors at an annual or special meeting of stockholders
need not be by written ballot unless the bylaws of the Corporation shall so
provide.

                                   ARTICLE X.

          No action shall be taken by the stockholders except at an annual or
special meeting of stockholders. The stockholders may not take action by written
consent.

                                  ARTICLE XI.

          Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Chairman of the Board of
Directors, or by a majority of the members of

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the Board of Directors, or by a committee of the Board of Directors which has
been duly designated by the Board of Directors and whose powers and authority,
as provided in a resolution of the Board of Directors or in the Bylaws of the
Corporation, include the power to call such meetings, but such special meetings
may not be called by any other person or persons; provided, however, that if and
                                                  --------  -------
to the extent that any special meeting of stockholders may be called by any
other person or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the Delaware General Corporation Law, then such special meeting may
also be called by the person or persons, in the manner, at the times and for the
purposes so specified.

                                 ARTICLE XII.

          The Corporation reserves the right to amend, alter, change or repeal
any provision contained in 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; provided, however, that no
                                                --------  -------
amendment, alteration, change or repeal may be made to Article VI, VII, VIII, X,
XI or this Article XII without the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66K%) of the outstanding voting stock of the
Corporation, voting together as a single class.

                                 ARTICLE XIII.

          Each reference in this Certificate of Incorporation to any provision
of the Delaware General Corporation Law refers to the specified provision of the
General Corporation Law of the State of Delaware, as the same now exists or as
it may hereafter be amended or superseded.

                                  ARTICLE XIV.

          To the fullest extent permitted by the General Corporation Law of the
State of Delaware, the Corporation shall indemnify and advance indemnification
expenses on behalf of all directors and officers of the Corporation.  The
Corporation shall indemnify such other persons as may be required by statute or
by the bylaws of the Corporation.  The Corporation may, to the full extent
permitted by Delaware law, purchase and maintain insurance on behalf of any
director or officer, or such other person as may be permitted by statute or the
bylaws of the Corporation, against any liability which may be asserted against
any director, officer or such other person and may enter into contracts
providing for the indemnification of any director, officer or such other person
to the full extent permitted by Delaware law.  The liability of directors of the
Corporation (for actions or inactions taken by them as directors) for monetary
damages shall be eliminated to the fullest extent permissible under Delaware
law.

          If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of the director to the
Corporation shall be limited or eliminated to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended from time to
time.  Any repeal or modification of this Article XIV by the stockholders of the
Corporation shall be prospective

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only, and shall not adversely affect any limitation on the personal liability of
a director of the Corporation existing at the time of such repeal or
modification.

          IV.  Thereafter, pursuant to a resolution of the Board of Directors,
this Restated Certificate of Incorporation was duly approved by the holders of
the necessary number of shares of the Company's voting securities in accordance
with the provisions of Section 228, 242 and 245 of the General Corporation Law
of the State of Delaware.



          IN WITNESS WHEREOF, Click Commerce, Inc. has caused this certificate
to be signed by its duly authorized officer this 28th day of June, 2000.


                                         CLICK COMMERCE, INC.


                                             /s/ Michael W. Ferro, Jr.,
                                         By: ______________________________
                                             Michael W. Ferro, Jr.,
                                             Chief Executive Officer

Attest:


/s/ David S. Stone
_________________________________
David S. Stone
Secretary

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