Exhibit 3.5  State of Delaware Filed
May 13, 2008  AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION  OF  DIGITILITI, INC.   Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, the undersigned officers of Digitiliti, Inc., originally
incorporated on the 31st day of March, 2006, under the name Cyclone Holdings,
Inc., do hereby adopt the following Amended and Restated Certificate of
Incorporation: FIRST: The name of this
corporation is Digitiliti, Inc.  SECOND: The address of the
corporations registered office in the State of Delaware is 160 Greentree Drive,
Suite 101, Dover, Delaware 19904, Kent County, and the name of its registered
agent at that address is National Registered Agents, Inc. THIRD: The purpose or
purposes for which this corporation is organized are to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware. FOURTH: The aggregate
number of shares that the corporation shall have authority to issue is
110,000,000 shares, divided into two classes, 100,000,000 shares of common stock
of one mill ($0.001) par value  and 10,000,000 shares of preferred stock of
one mill ($0.001) par value.  The Board of Directors has the right to set
the series, classes, rights, privileges and preferences of the preferred or any
class or series thereof, by amendment hereto, without shareholder approval, as
provided in the General Corporation Law of the State of Delaware or as hereafter
amended. FIFTH: The duration of
this corporation is perpetual.   SIXTH: Directors of the
corporation shall not be liable to either the corporation or its shareholders
for monetary damages for a breach of fiduciary duties unless the breach involves
(1) a directors duty of loyalty to the corporation or its shareholders; (2) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) liability for unlawful payments of dividends or
unlawful stock purchases or redemption by the corporation; or (4) a transaction
from which the director derived an improper personal benefit. SEVENTH: In
the absence of any compelling public policy considerations to the contrary and
without obviating the rights of shareholders to adopt, amend or repeal any
action taken by the Board of Directors under this Article, the Board of
Directors, without the approval of the shareholders, may:  (1) amend the
Certificate of Incorporation to change the name of the corporation to any name
that conforms with any business or industry that the Board of Directors
determines that the corporation should engage in or which conforms with the name
or names of any properties, businesses or companies acquired by the corporation;
(2) adopt, amend or repeal the Bylaws of the corporation; and (3) adopt any
recapitalization affecting the outstanding securities of the corporation by
effecting a forward or reverse split of all of the outstanding securities of the
corporation, with appropriate adjustments to the corporations capital accounts,
provided that the recapitalization does not require any change in the
Certificate of Incorporation of the corporation.  These provisions shall
not otherwise limit the authority of the Board of Directors to amend the
Certificate of Incorporation or the Bylaws in any manner that is provided in the
General Corporation Law of the State of Delaware, currently or as hereafter
amended. The foregoing
amendments to the Certificate of Incorporation of Digitiliti, Inc. were duly
adopted by the Board of Directors and Majority Stockholders of the corporation
by the execution of an Action by Unanimous Consent of the Board of Directors and
Majority Stockholders on May 13, 2008.   The number of shares voted
for such amendment was 12,705,013, or 50.65% of the 25,081,444 shares
outstanding, with none opposing and none abstaining. IN WITNESS WHEREOF,
the duly authorized officers of the corporation have signed these Amended and
Restated Certificate of Incorporation under penalty of perjury, on the dates
indicated below.  Date: May 13, 2008 /s/Larry Ingwersen Larry Ingwersen, President    Date: May 13, 2008 /s/Laura Wenzel Laura Wenzel, Secretary