**EXHIBIT 3.1(C)**

 

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OFPC MALL, INC.**

PC Mall, Inc. (the"Corporation"), a corporation organized and existing under the laws of the Stateof Delaware, 

**DOES HEREBY CERTIFY:**

                  1.       That thename of the Corporation is PC Mall, Inc.  TheCorporation was originally incorporated under the name "Creative Computers,Inc."; and the original Certificate of Incorporation, the first Certificate ofAmendment of the Certificate of Incorporation, and the second Certificate ofAmendment of the Certificate of Incorporation of the Corporation were filed withthe Secretary of State of the State of Delaware on February 9, 1995, June 2,2000 and June 19, 2001, respectively.

                  2.       Thata meeting of the Board of Directors of the Corporation was held on April 23,2002, whereby resolutions were duly adopted setting forth the proposed amendmentto the Certificate of Incorporation of the Corporation and declaring saidamendment to be advisable.  The resolutions setting forth the proposed amendmentis as follows:

RESOLVED, that the Corporation's Certificateof Incorporation be amended such that the authorized shares of Common Stockshall be increased from 15,000,000 to 30,000,000 (the "Amendment"); and

RESOLVED FURTHER,****that the officersof the Corporation are hereby authorized and directed (i) to submit theAmendment to the stockholders of the Corporation for approval, and (ii) upon therequisite stockholder approval of the Amendment, to execute the Amendmentsetting out the foregoing amendment and file it, or cause it to be filed, withthe Secretary of State of Delaware and take all such other actions, includingthe filing of any applications or notices with the Nasdaq Stock Market, Inc. orany other regulatory body, as they deem necessary or advisable to effect theforegoing resolutions.

                  3.       That thereafter, pursuant to theresolutions of the Board of Directors, the stockholders of the Corporationapproved such amendment at the Annual Meeting of stockholders on July 16, 2002. A majority of the outstanding stock entitled to vote thereon has been voted infavor of said amendment.  

                  4.       That said amendment was dulyadopted in accordance with the provisions of Sections 242 and 245 of the GeneralCorporation Law of the State of Delaware.  This Amended and Restated Certificateof Incorporation restates and integrates and further amends the provisions ofthe Certificate of Incorporation of the Corporation as follows:

**           **1.**        **The name of theCorporation is PC Mall, Inc.

            2.         Theaddress of its registered office in the State of Delaware is Corporation TrustCenter, 1209 Orange Street, Wilmington, County of New Castle, 19801.  The nameof its registered agent at such address is  The Corporation Trust Company.

            3.         Thenature of the business of the Corporation and the objects or purposes to betransacted, promoted or carried on by it are as follows:  To engage in anylawful act or activity for which corporations may be organized under the GeneralCorporation Law of the State of Delaware.

            4.         Thetotal number of shares of all classes of stock which the Corporation isauthorized to issue is Thirty Five Million (35,000,000) shares, consisting ofThirty Million (30,000,000) shares of Common Stock with a par value of one-tenthof one cent ($0.001) per share and Five Million (5,000,000) shares of PreferredStock with a par value of one-tenth of one cent ($0.001) per share.  ThePreferred Stock may be issued in one or more series, and the Board of Directorsof the Corporation is expressly authorized (i) to fix the designations, powers,preferences, rights, including voting rights, qualifications, limitations andrestrictions with respect to any series of Preferred Stock and (ii) to specifythe number of shares of any series of Preferred Stock. 

            5.         Theboard of directors is expressly authorized to make, alter, or repeal the bylawsof the Corporation.

            6.        Elections of directors need not be by written ballot unless the bylaws of theCorporation shall so provide.

            7.        Whenever a compromise or arrangement is proposed between the Corporation and itscreditors or any class of them and/or between the Corporation and itsstockholders or any class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of theCorporation or of any creditor or stockholder thereof, or on the application ofany receiver or receivers appointed for the Corporation under the provisions ofSection 291 of Title 8 of the Delaware Code or on the application of trustees indissolution or of any receiver or receivers appointed for the Corporation underthe provisions of Section 279 of Title 8 of the Delaware Code order a meeting ofthe creditors or class of creditors, and/or of the stockholders or class ofstockholders of the Corporation, as the case may be, to be summoned in suchmanner as the said court directs.  If a majority in number representingthree-fourths in value of the creditors or class of creditors, and/or of thestockholders or class of stockholders of the Corporation, as the case may be,agree to any compromise or arrangement and to any reorganization of theCorporation as a consequence of such compromise or arrangement, the saidcompromise or arrangement and the said reorganization shall, if sanctioned bythe court to which the said application has been made, be binding on all thecreditors or class of creditors, and/or on all the stockholders or class ofstockholders, of the Corporation, as the case may be, and also on theCorporation.

            8.         TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Amended and Restated Certificate of Incorporation, in themanner now or hereafter prescribed by statute, and all rights conferred uponstockholders herein are granted subject to this reservation.

            9.         To the fullest extent permitted by Delaware statutory ordecisional law, as amended or interpreted, no director of the Corporation shallbe personally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director.  This Article 9 does not affect theavailability of equitable remedies for breach of fiduciary duties.

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            IN WITNESS WHEREOF, the Corporation hascaused this Amended and Restated Certificate of Incorporation to be signed byits duly authorized officer, this 12th day of November, 2002.

**PC MALL, INC. **

By:  /s/ Ted Sanders                                         

Ted Sanders, Chief Financial Officer