EXHIBIT 3.5


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             EMARETHREE CORPORATION


         The undersigned, being the sole director of Emarethree Corporation
hereby certifies pursuant to Sections 241 and 245 of the General Corporation Law
of the State of Delaware that:

         1.       The name of the corporation is Emarethree Corporation.

         2.       The Certificate of Incorporation was filed by the Secretary of
                  State on June 8, 1999.

         3.       The Corporation has not received any payment for its stock and
                  the undersigned has been elected as the sole director by the
                  incorporator.

         4.       On March 28, 2000, the sole director, (being a majority of the
                  directors) adopted the following resolutions in writing to
                  amend and restate the Certificate of Incorporation:

         RESOLVED, that pursuant to Sections 241 and 245 of the General
Corporation Law of the State of Delaware, the Corporation's Certificate of
Incorporation be amended and restated to be the following:

         FIRST:            The name of this corporation (hereinafter called the
         -----             "Corporation") is MR3 Systems, Inc.

         SECOND:           Its Registered Office in the State of Delaware is to
         ------            be located at 15 East North Street, Dover, DE 19901,
                           County of Kent. The Registered Agent in charge
                           thereof is Paracorp Incorporated, 15 East North
                           Street, Dover, DE 19901.

         THIRD:            The purpose of the Corporation is to engage in any
         -----             lawful act or activity for which corporations may be
                           organized under the General Corporation Law of
                           Delaware.

         FOURTH:           This Corporation is authorized to issue two classes
         ------            of stock to be designated, respectively, "Common
                           Stock" and "Preferred Stock." The total number of
                           shares which the corporation is authorized to issue
                           is one hundred five million (105,000,000) shares, of
                           which one hundred million (100,000,000) shares shall
                           be Common Stock at $0.01 par value, and five million
                           (5,000,000) shares shall be Preferred Stock at $0.01
                           par value. There shall be series of Preferred Stock,
                           the first such series designated as Series A
                           Preferred Stock ("Series A Preferred"), which shall
                           consist of one million two hundred fifty thousand
                           (1,250,000) shares.

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A.       Preferred Stock.
         ---------------

         The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to fix or alter the rights,
preferences, privileges and restrictions granted to or imposed upon additional
series of Preferred Stock, and the number of shares constituting any such series
and the designation thereof, or any of them. The Board of Directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and, within the limitations and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, to increase or decrease (but not below the number of
shares of any such series then outstanding) the number of shares of any such
series subsequent to the issuance of shares of that series.

         The corporation shall from time to time in accordance with the laws of
the State of Delaware increase the authorized amount of its Common Stock if at
any time the number of shares of Common Stock remaining unissued and available
for issuance shall not be sufficient to permit conversion of the Preferred
Stock.

         The rights, preferences, privileges and restrictions of the Series A
Preferred Stock are as follows:

         (1)      Dividends.
                  ---------

                  The holders of outstanding Series A Preferred shall be
         entitled in any fiscal year to receive, when and as declared by the
         Board of Directors, out of any assets at the time legally available
         therefor, dividends at the rate of $0.40 per share per annum, before
         any dividend (payable other than in Common Stock or other securities
         and rights convertible into or entitling the holder thereof to receive,
         directly or indirectly, additional shares of Common Stock of this
         corporation) is paid on Common Stock. The right to dividends on shares
         of Series A Preferred Stock shall not be cumulative and shall be
         payable only when and if declared by the Board of Directors, and no
         right shall accrue to the holders of Series A Preferred shares by
         reason of the fact that dividends on those shares are not declared in
         any prior year, nor shall any undeclared or unpaid dividend bear or
         accrue interest.

         (2)      Liquidation Preference.
                  ----------------------

                  (a)      On any voluntary or involuntary liquidation,
         dissolution, or winding-up of the corporation, the holders of the
         Series A Preferred shares, the holders of the Preferred Stock shall be
         entitled to receive, prior and in preference to any distribution of any
         of the assets or surplus funds of the corporation to the holders of the
         Common Stock by reason of their ownership thereof, the amount of $4.00
         per share for each share of Series A Preferred then held by them, plus
         an amount equal to any dividends on those Preferred shares declared and
         unpaid, and no more. If, upon the occurrence of such event, the assets
         and funds thus distributed among the holders of the Preferred Stock
         shall be insufficient to permit the payment to such holders of the full
         preferential amounts for the Preferred Stock, then the entire assets
         and funds of the corporation legally available for distribution shall
         be distributed ratably among the holders of the Preferred Stock in
         proportion to the preferential amount each such holder would have
         otherwise been entitled to receive. After payment has been made to the
         holders of the Preferred Stock of the full amounts to which they shall
         be entitled as aforesaid, any and all remaining assets shall be
         distributed ratably to the holders of the corporation's Common Stock.

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<PAGE>

                  (b)      A consolidation or merger of the corporation with or
         into any other corporation or corporations, or a sale of all or
         substantially all of the assets of the corporation shall not be deemed
         to be a liquidation, dissolution, or winding-up of the corporation
         within the meaning of paragraph (a) above.

                  (c)      Whenever the distribution or consideration provided
         for in this Subsection A. (2) shall be payable in securities or
         property other than cash, the value of such distribution or
         consideration shall be the fair market value of such securities or
         other property as determined in good faith by the Board of Directors of
         the corporation.

                  (d)      Each holder of an outstanding share of Series A
         Preferred Stock shall be deemed to have consented, for purposes of the
         General Corporation Laws of the State of Delaware, to distributions
         made by the corporation in connection with the repurchase of shares of
         Common Stock issued to or held by officers, directors, employees or
         consultants upon termination of their employment or services or in
         connection with the exercise by the corporation of contractual rights
         of first refusal or first offer pursuant to agreements providing for
         the right of said repurchase between the corporation and such persons,
         provided that the terms of such repurchase shall have been approved by
         the Board of Directors.

         (3)      Conversion.
                  ----------

                  The holders of the Series A Preferred shares shall have
         conversion rights as follows (the "Conversion Rights"):

                  (a)      The Series A Preferred shares shall be convertible at
         the option of the respective holders of the shares into Common shares
         of the corporation. Before any Preferred shares may be converted into
         Common shares at the option of the holder, the holder must surrender
         the certificate or certificates for those shares to be converted into
         fully paid and nonassessable Common shares of the corporation, at the
         rate of one (1) Common share for each Preferred share so surrendered
         for conversion; provided, however, that no adjustment shall be made
         with respect to dividends that may be accrued and unpaid at the date of
         surrender for conversion. To exercise this option to convert, a holder
         of Preferred shares shall surrender for that purpose to the
         corporation, at any place where the corporation maintains a transfer
         agent for its Common shares or its Preferred shares, certificates
         representing the shares to be converted. The holder shall also give
         written notice to the corporation at that office that the holder elects
         to convert a specified number or all of the shares represented by the
         surrendered certificate(s). The notice shall also specify the name or
         names in which the holder wishes the certificate or certificates for
         the Common shares to be issued. If a name specified is not that of the
         holder, the notice shall also state the address of the new holder and
         any other information required by law. At the time of surrender, the
         person surrendering the shares to be converted shall be deemed to be
         the holder of record of the Common shares, issuable on conversion,
         notwithstanding that the share register of the corporation shall then
         be closed or the certificates representing the Common shares shall not

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<PAGE>

         then be actually delivered to that person. The corporation shall, as
         soon as practicable thereafter, issue and deliver at such office to the
         holder of Preferred shares converted, or to the holder's nominee or
         nominees, certificates for the number of full Common shares to which
         the holder shall be entitled to receive, together with a scrip
         certificate or cash in lieu of any fraction of a share as provided
         below.

                  (b)      Automatic Conversion. Each share of Series A
         Preferred Stock shall automatically be converted into one (1) share of
         Common Stock immediately prior to the closing of a firm commitment
         underwritten public offering pursuant to an effective registration
         statement on Form S-1 under the Securities Act of 1933, as amended (the
         "Securities Act"), covering the offer and sale of Common Stock for the
         account of the corporation to the public at a price per share
         (determined without regard to underwriter discounts and commissions and
         registration expenses) of not less than $5.00 (as adjusted for stock
         dividends, stock splits, combinations and the like with respect to the
         Common Stock effected after the filing of these Amended and Restated
         Articles of Incorporation) and with aggregate gross proceeds to the
         Company of not less than Seven Million Five Hundred Thousand Dollars
         ($7,500,000), before deduction of underwriting discounts and
         commissions and registration expenses. In the event of such an
         offering, the person(s) entitled to receive the Common Stock issuable
         upon such conversion of Preferred Stock shall not be deemed to have
         converted such Preferred Stock until immediately prior to the closing
         of such underwritten public offering. Each share of a Series A
         Preferred Stock shall also be automatically converted into one (1)
         share of Common Stock on the date on which the holders of a majority of
         the outstanding shares of such Series A Preferred have voted to convert
         or consented in writing to the conversion of such shares into Common
         Stock.

                  (c)      The number of Common shares into which Preferred
         shares may be converted shall be subject to adjustment from time to
         time in certain cases as follows:

         (i)      If the corporation subdivides or combines its outstanding
                  Common shares into a greater or smaller number of shares, then
                  in each case, the number of Common shares into which Preferred
                  shares may be converted shall be increased or reduced in the
                  same proportion.

         (ii)     If the corporation sets a record date for the purpose of
                  entitling the holders of its Common shares to receive a
                  dividend or other distribution payable in Common shares or
                  securities convertible into or exchangeable for Common shares,
                  then in each case, the maximum number of Common shares
                  issuable in payment of the dividend or distribution, or on
                  conversion of or in exchange for the securities convertible
                  into or exchangeable for Common shares, shall be deemed to
                  have been issued and to be outstanding is of that record date,
                  and in each case the number of Common shares into which
                  Preferred shares may be converted, shall be increased in
                  proportion to the increase, through the dividend or
                  distribution, of the number of outstanding Common shares.

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<PAGE>

         (iii)    If the corporation sets a record date for the purpose of
                  entitling the holders of its Common shares to subscribe for
                  additional Common shares on payment of an amount per common
                  share less than the "market value" (as defined in [iv], below)
                  per Common share on that date, then in each case the number of
                  Common shares deliverable on the conversion of each Preferred
                  share shall be increased in the ratio that (1) the sum of the
                  number of Common shares outstanding on that record date and
                  the number of Common shares offered bears to (2) the sum of
                  the number of Common shares outstanding on that record date
                  and the number of Common shares that the aggregate
                  subscription price would purchase at the market value per
                  share of the Common shares on that record date. On the setting
                  of a record date by the corporation for the purpose of
                  entitling the holders of its Common shares to subscribe for
                  shares or other securities convertible into, exchangeable for,
                  or carrying rights of purchase of, Common shares, a record
                  date shall be deemed to have been set for the purpose of
                  entitling the holders of its Common shares to subscribe for
                  the total number of Common shares deliverable on the exercise
                  of those rights of conversion, exchange, or purchase, on
                  payment of an aggregate price equal to the sum of (1) the
                  total consideration payable to the corporation for the stock
                  or other securities so convertible or exchangeable, and (2) in
                  the case of the stock or other securities carrying those
                  rights but not so convertible or exchangeable, the amount (if
                  any) by which the consideration payable to the corporation for
                  that stock or other securities shall exceed the distributive
                  amount (excluding dividends) payable on voluntary liquidation
                  of the corporation with respect to that stock or the principal
                  amount of securities, as the case may be, or the redemption
                  price thereof, whichever is higher, and (3) any additional
                  amount thereafter payable to the corporation on the exercise
                  of the rights of conversion, exchange, or purchase.

         (iv)     The "market value" per share of Common shares at the time as
                  of which the then "market value" is determined shall be deemed
                  to be the average of the daily closing prices for 30
                  consecutive business days selected by the corporation out of
                  the 60 days immediately preceding the date as of which "market
                  value" is determined. For purposes of the preceding sentence,
                  a "business day" means a day on which the principal stock
                  exchange or other market on which the Common shares are traded
                  was open for at least one-half of its normal business day. The
                  closing price on any day shall be the last sale price, regular
                  way, as reported in a composite published report of
                  transactions that includes transactions on the exchange or
                  other principal markets in which the Common shares are traded
                  or, if there is no such composite report is to any day, the
                  last reported sales price, regular way (or if there is no such
                  reported sale on that day, the average of the closing reported
                  bid and asked prices) on the principal United States
                  securities trading market (whether a stock exchange, NASDAQ,
                  or otherwise) in which the Common shares are traded; provided,
                  however, that if the Common shares are not publicly traded or
                  listed during the time of any computation pursuant to this
                  paragraph, their "market value" for the purposes of

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<PAGE>

                  computation shall be the fair value as determined in good
                  faith and certified to the corporation by any person agreed on
                  by, and mutually satisfactory to, the President of the
                  corporation and a member of the Board of Directors of the
                  corporation elected by the holders of Preferred shares.
                  However, if those persons are unable to agree on a mutually
                  satisfactory person, or if at the time there is no director in
                  office who was elected by holders of Preferred shares, then in
                  each case the "market value" shall be the fair value as
                  determined in good faith by the Board of Directors of the
                  corporation.

         (v)      If there occurs any capital reorganization or any
                  reclassification of the capital stock of the corporation, the
                  consolidation or merger of the corporation with or into
                  another corporation, or the sale or conveyance of all or
                  substantially all of the assets of the corporation to another
                  corporation, each Preferred share shall thereafter be
                  convertible into the same kind and amounts of securities
                  (including shares of stock) or other assets, or both, issuable
                  or distributable to the holders of outstanding Common shares
                  of the corporation on reorganization, reclassification,
                  consolidation, merger, sale, or conveyance, in respect of the
                  number of Common shares into which that Preferred share might
                  have been converted immediately prior to the reorganization,
                  reclassification, consolidation, merger, sale, or conveyance.
                  In any of those cases, appropriate adjustments, is determined
                  by the Board of Directors of the corporation, shall be made by
                  applying the provisions of this paragraph (3)(c) with respect
                  to the rights and interests thereafter of the holders of the
                  Preferred shares, to the end that the provisions set forth
                  (including provisions with respect to changes in, and other
                  adjustments of, the conversion rate) shall thereafter be
                  applicable, as nearly as reasonably may be, in relation to any
                  securities or other assets deliverable on conversion of the
                  Preferred shares.

                  (d)      Immediately on adjustment of the amount of Common
         shares or other securities deliverable on the conversion of Preferred
         shares, the corporation shall file, at its principal executive office
         and with any transfer agent or agents for Preferred shares and for
         Common shares, a statement signed by the Board Chairman, President, or
         one of the Vice-Presidents of the corporation, and by its Chief
         Financial Officer or one of its Assistant Treasurers, stating the
         adjusted amount of its Common shares or other securities deliverable
         per Preferred share, calculated to the nearest one-tenth (1/10) of a
         share, and setting forth in reasonable detail the method of calculation
         and the facts requiring the adjustment and on which the calculation is
         based. Each adjustment shall remain in effect until a subsequent
         adjustment is required.

                  (e)      The corporation shall at all times reserve and keep
         available out of its authorized but unissued Common shares solely the
         full number of Common shares deliverable on the conversion of all the
         then outstanding Preferred shares and shall take all action and obtain
         all permits or orders that may be necessary to enable the corporation
         lawfully to issue Common shares on the conversion of Preferred shares.

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<PAGE>

                  (f)      No fractions of Common shares shall be issued on
         conversion. In lieu of fractional shares, nondividend-bearing,
         nonvoting scrip (exchangeable for full shares) shall be issued in form
         (bearer or registered), and denominations, expiring after a reasonable
         time and containing any other terms and provisions, as the Board of
         Directors of the corporation may from time to time determine prior to
         the issue of the scrip. The corporation may, however, at its option, in
         lieu of issuing scrip, make equitable provision for the stockholders
         otherwise entitled to receive scrip as the Board of Directors may
         determine, including payment of cash, or sale of stock to the extent of
         that scrip and distribution of the net proceeds or otherwise.

         (4)      Voting Rights.
                  -------------

                  Each holder of shares of the Series A Preferred Stock shall be
         entitled to the number of votes equal to the number of shares of Common
         Stock into which such shares of Preferred Stock could be converted on
         the record date for the vote or consent of shareholders and, except as
         otherwise required by law, shall have voting rights and powers equal to
         the voting rights and powers of the Common Stock on all matters. The
         holder of each share of the Preferred Stock shall be entitled to notice
         of any shareholders' meeting in accordance with the Bylaws of the
         corporation and shall vote with holders of the Common Stock upon the
         election of directors and upon any other matter submitted to a vote of
         shareholders, except on those matters required by law or these Articles
         of Incorporation to be submitted to a class vote. Fractional votes by
         the holders of Preferred Stock shall not, however, be permitted and any
         fractional voting rights resulting from the above formula (after
         aggregating all shares into which shares of Preferred Stock held by
         each holder could be converted) shall be rounded to the nearest whole
         number,

         (5)      Protective Provisions.
                  ---------------------

                  So long as fifty percent (50%) of the designated shares of
         Series A Preferred are outstanding, the corporation shall not, without
         first obtaining the approval by vote or written consent, in a manner
         provided by law, of the holders of at least a majority of the total of
         number of shares of Series A Preferred outstanding, voting as a single
         class, adversely alter, change or repeal any of the powers,
         preferences, privileges or rights of the Series A Preferred.

B.       Common Stock.
         ------------

         (1)      Dividend Rights.
                  ---------------

                  Subject to the prior rights of holders of all classes of stock
         at the time outstanding having prior rights as to dividends, the
         holders of the Common Stock shall be entitled to receive, when and as
         declared by the Board of Directors, out of any assets of the
         corporation legally available therefor, such dividends as may be
         declared from time to time by the Board of Directors.

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         (2)      Liquidation Rights.
                  ------------------

                  Upon the liquidation, dissolution or winding up of the
         corporation, the assets of the corporation shall be distributed as
         provided in Article IV, Section A.(2) hereof

         (3)      Voting Rights.
                  -------------

                  The holder of each share of Common Stock shall have the right
         to one vote, and shall be entitled to notice of any shareholders'
         meeting in accordance with the Bylaws of this corporation, and shall be
         entitled to vote upon such matters and in such manner as may be
         provided by law.

         FIFTH:            The name and mailing address of the incorporator are
                           as follows:

                                  Shannon Durst
                             640 Bercut Drive Ste. A
                              Sacramento, CA 95814

         SIXTH:            The original By-Laws of the Corporation shall be
                           adopted by the sole director. Thereafter, the power
                           to make, alter, or repeal the By-Laws, and to adopt
                           any new By-Law, shall be vested in the Board of
                           Directors.

         SEVENTH:          This Corporation is to have perpetual existence.

         EIGHTH:           The Corporation shall, to the fullest extent
                           permitted by Section 145 of the General Corporation
                           Law of the State of Delaware, as the same may be
                           amended and supplemented, or by any successor
                           thereto, indemnify any and all persons whom it shall
                           have power to indemnify under said section from and
                           against any and all of the expenses, liabilities or
                           other matters referred to in or covered by said
                           section. Such right to indemnification shall continue
                           as to a person who has ceased to be a director,
                           officer, employee or agent and shall inure to the
                           benefit of the heirs, executors and administrators of
                           such a person. The indemnification provided for
                           herein shall not be deemed exclusive of any other
                           rights of which those seeking indemnification may be
                           entitled under any By-Law, agreement, vote of
                           stockholders or disinterested directors or otherwise.
                           The personal liability of the directors of the
                           Corporation to the Corporation for breach of
                           fiduciary duty is hereby eliminated to the fullest
                           extent permitted by paragraph (7) of subsection (b)
                           of Section 102 of the General Corporation Law of the
                           State of Delaware, as the same may be amended and
                           supplemented.

Notwithstanding the foregoing sentence, a director shall be liable to the extent
provided by applicable law, (i) for breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Seventh shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director prior
to such amendment.

         NINTH:            Whenever a compromise or arrangement is proposed
                           between this Corporation and its creditors or any
                           class of them and/or between this Corporation and its
                           stockholders or any class of them, any court of
                           equitable jurisdiction within the State of Delaware
                           may, on the application in a summary way of this
                           Corporation or any creditor or stockholder thereof or
                           on the application of any receiver or receivers

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                           appointed for this Corporation under the provisions
                           of Section 291 of Title 8 of the Delaware Code or on
                           the application of trustees in dissolution of or any
                           receiver or receivers appointed for this Corporation
                           under the provisions of Section 279 of Title 8 of the
                           Delaware Code order a meeting of the creditors or
                           class of creditors, and/or of the stockholders or
                           class of stockholders of this Corporation, as the
                           case may be, to be summoned in such manner as the
                           said court directs. If a majority in number
                           representing three-fourths in value of the creditors
                           or class of creditors, and/or of the stockholders or
                           class of stockholders of this Corporation, as the
                           case may be, agree to any compromise or arrangement
                           and to any reorganization of this Corporation as a
                           consequence of such compromise or arrangement, the
                           said compromise or arrangement and the said
                           reorganization shall, if sanctioned by the court to
                           which the said application has been made, be binding
                           on all the creditors or class of creditors, and/or on
                           all the stockholders or class of stockholders, of
                           this Corporation, as the case may be, and also on
                           this Corporation.

         IN WITNESS WHEREOF, THE UNDERSIGNED, being the sole director
hereinbefore named, does hereby execute this Amended and Restated Certificate of
Incorporation, hereby declaring that this is his free act and deed and the facts
herein stated are true, and accordingly have hereunto set my hands this 29th day
of March, 2000.


                                       /s/ RANDALL S. REIS
                                       -----------------------------------------
                                       Randall S. Reis, Sole Director
                                       Pier 54
                                       San Francisco, California 94107


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