**Exhibit 3.1****STATE OF DELAWARE****AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEARANT, INC.**The corporation organized on June 10, 2005, with the original name of CI Merger Corporation,and existing under and by virtue of the General Corporation Law of the State of Delaware doeshereby certify:That by unanimous written consent of the board of directors of Clearant, Inc. (the“Corporation”), resolutions were duly adopted setting forth an Amended and Restated Certificate ofIncorporation of the Corporation, declaring said Amended and Restated Certificate of Incorporationto be advisable and calling a meeting of the stockholders of the Corporation for considerationthereof. The resolution set forth the proposed Amended and Restated Certificate of Incorporationas follows:1. The name of the corporation is Clearant, Inc. (the “Corporation”).2. The address of the Corporation’s registered office in the State of Delaware is 615 SouthDuPont Highway, Dover, Delaware 19901, County of Kent. The name of its registered agent atsuch address is National Corporate Research, Ltd.3. The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware(“DGCL”).4. Capital Stock. (i) Authorized Capital Stock. The total number of shares ofcapital stock that the Corporation is authorized to issue is Two Hundred FiftyMillion (250,000,000) shares, consisting of Two Hundred Million (200,000,000) shares of common stock, par value $.0001 per share (“Common Stock”), and FiftyMillion (50,000,000) shares of preferred stock, par value of $.0001 per share(“Preferred Stock”). (ii) Preferred Stock. The Preferred Stock may be issued from timeto time in one or more series. Subject to the limitations and restrictions in thisparagraph 4, the Board of Directors, to the extent permitted by law and the Bylawsof the Corporation, by resolution or resolutions, is authorized to create orprovide for any such series, and to fix the designations, preferences and relative,participating, optional or other special rights, and qualifications, limitations orrestrictions thereof. The Board of Directors is also expressly authorized toincrease or decrease the number of shares of any series so created, subsequent tothe issue 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 sodecreased, the shares constituting such decrease shall resume the status whichthey had prior to the adoption of the resolution originally fixing the number of shares of such series.
 
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 i. There shall be no limitation or restriction on anyvariation between any of the different series of Preferred Stock as tothe designations, preferences and relative, participating, optional orother special rights, and the qualifications, limitations or restrictionsthereof; and the several series of Preferred Stock may, except ashereinafter in this paragraph 4 otherwise expressly provided, vary in anyand all respects as fixed and determined by the resolution or resolutionsof the Board of Directors or by Committee of the Board of Directors,providing for the issuance of the various series; provided, however, thatall shares of any one series of Preferred Stock shall have the samedesignation, preferences and relative, participating, optional or otherspecial rights and qualifications, limitations and restrictions. (iii) Common Stock. i. Voting Rights. Except as otherwiserequired by law, or as otherwise fixed by resolution or resolutions ofthe Board of Directors with respect to one or more series of PreferredStock, the entire voting power and all voting rights shall be vestedexclusively in the Common Stock, and each stockholder of the Corporationwho at the time possesses voting power for any purpose shall be entitledto one vote for each share of such stock standing in his or her name onthe books of the Corporation. ii. Dividends. Subject to the rights,preferences, privileges, restrictions and other matters pertaining to thePreferred Stock that may, at that time be outstanding, the holders of theCommon Stock shall be entitled to receive, when, as and if declared bythe Board of Directors, out of any assets of the Corporation legallyavailable therefore, such dividends as may be declared from time to timeby the Board of Directors. iii. Liquidation; Dissolution. In the event ofany liquidation, dissolution or winding up (either voluntary orinvoluntary) of the Corporation, the holders of shares of Common Stockshall be entitled to receive the assets and funds of the Corporationavailable for distribution after payments to creditors and to the holdersof any Preferred Stock of the Corporation that may at the time beoutstanding, in proportion to the number of shares held by them,respectively, without regard to class.
 
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 (iv) Reverse Stock Split. Effective at the close of business onAugust 23, 2007 (the “Effective Time”), every fourteen (14) shares of theCorporation’s Common Stock issued and outstanding immediately prior to theEffective Time (the “Old Common Stock”), will automatically and without any action on thepart of the respective holders thereof be combined and converted into one (1)share of Common Stock of the Corporation (the “New Common Stock”). Thecombination and conversion of the Old Common Stock shall be referred to as the“Reverse Stock Split.” i. No fractional shares of New Common Stock shall beissued to the holders of record of Old Common Stock in connection withthe Reverse Stock Split and the Corporation shall not recognize on itsstock record books any purported transfer of any fractional share of NewCommon Stock. All shares of Old Common Stock (including fractionsthereof) held by a holder immediately prior to the Reverse Stock Splitshall be aggregated for purposes of determining whether the Reverse StockSplit would result in the issuance of a fractional share. Any fractionalshare resulting from such aggregation of Old Common Stock upon theReverse Stock Split shall be rounded up, so that a holder of pre-split shares would receive, in lieu of any fraction of a post-split share towhich the holder would otherwise be entitled, an entire post-split share.No cash payment shall be made to reduce or eliminate any fractionalshare interest. ii. The Corporation shall not be obligated to issuecertificates evidencing the shares of New Common Stock outstanding as aresult of the Reverse Stock Split unless and until the holder notifiesthe Corporation or its transfer agent that such certificates have beenlost, stolen or destroyed and executes an agreement satisfactory to theCorporation to indemnify the Corporation from any loss incurred by it inconnection with such certificates. Each stock certificate that,immediately prior to the Effective Time, represented shares of Old CommonStock shall, from and after the Effective Time, automatically and withoutthe necessity of presenting the same for exchange, represent that numberof whole shares of New Common Stock into which the shares of Old CommonStock represented by such certificate shall have been reclassified,provided, however, that each holder of record of a certificate thatrepresented shares of Old Common Stock shall receive, upon surrender ofsuch certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stockrepresented by such certificate shall have been reclassified.5. Board of Directors. (i) Management. The management of the business and the conduct ofthe affairs of the Corporation shall be vested in the Board of Directors. Thenumber of directors that shall constitute the Board of Directors shall be fixedexclusively by resolutions adopted by the Board of Directors.
 
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 (ii) Term of Office. A director shall hold office until his or hersuccessor shall be elected and qualified or until such director’s earlier death,resignation, retirement or removal from office. (iii) Removal. Subject to any limitation imposed by law or anyrights of holders of Preferred Stock, the Board of Directors or any individualdirector may be removed from office at any time with or without cause by theaffirmative vote of the holders of at least 66 2/3% of the voting power of all thethen outstanding shares of capital stock of the Corporation entitled to vote,voting together as a single class. (iv) Vacancies. Subject to any limitation imposed by law or anyrights of holders of Preferred Stock, any vacancies (including newly createddirectorships) shall be filled only by the affirmative vote of a majority of thedirectors then in office, although less than a quorum, or by a sole remainingdirector. Directors appointed to fill vacancies created by the resignation ortermination of a director will serve the remainder of the term of the resigning orterminated director.6. Special Meetings of Stockholders. Except as otherwise required by law and subject tothe rights, if any, of the holders of any series of Preferred Stock, special meetings of thestockholders of the Corporation for any purpose or purposes may be called at any time only bythe Chairman of the Board of Directors, the Chief Executive Officer, the President or theSecretary of the Corporation, in each case pursuant to a resolution of the Board of Directors,and special meetings of stockholders of the Corporation may not be called by any other personor persons.7. Amendment of Certificate of Incorporation. The Corporation reserves the right toamend, 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 uponstockholders herein are granted subject to this reservation. Any provisions contained in thisCertificate of Incorporation may be amended, altered, changed or repealed by (a) the majorityvote of the Board of Directors and the affirmative vote of the holders of at least a majorityof the voting power of all the then outstanding shares of capital stock entitled to vote, or(b) the affirmative vote of the holders of at least 66 2/3% of the voting power of all thenoutstanding shares of stock entitled to vote, voting together as a single class, in each casesubject to any rights of holders of Preferred Stock.8. Amendment of Bylaws. The Bylaws of this Corporation may only be amended (a) upon theaffirmative vote of holders of at least 66 2/3% of the voting power of all then outstanding shares of stock entitled to vote, voting together as a single class, subject to any rights ofholders of the Corporation’s Preferred Stock, or (b) a majority vote of the Board ofDirectors, in each case subject to any rights of holders of Preferred Stock.
 
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9. Indemnification; Limitation of Liability. Except to the extent that the DGCLprohibits the elimination or limitation of liability of directors for breaches of fiduciaryduty, no director of the Corporation shall be personally liable to the Corporation or itsstockholders for monetary damages for any breach of fiduciary duty as a director. Noamendment to or repeal of this Section 8 of the relevant provisions of the DGCL shall applyto or have any effect on the liability or alleged liability of any director of theCorporation for or with respect to any acts or omissions of such director occurring prior tosuch amendment or repeal.The foregoing Amended and Restated Certificate of Incorporation has been duly approved by theBoard of Directors of the Corporation in accordance with the provisions of Section 245 and 242 ofthe General Corporation Law of the State of Delaware.The Corporation’s stockholders approved the Amended and Restated Certificate of Incorporationof the Corporation in accordance with the provisions of Section 242 and 245 of the GeneralCorporation Law of the State of Delaware.IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Amendedand Restated Certificate of Incorporation of the Corporation to be signed by the Corporation’sChief Executive Office this 22nd day of August, 2007.      **CLEARANT, INC.**