EXHIBIT
3.1(d)
   CERTIFICATE
OF AMENDMENT
 TO
 THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 OF
 VOXWARE,
INC.
 
 The
undersigned, for purposes of amending the Amended and Restated Certificate of
Incorporation (the "Certificate") of Voxware, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
 
 **FIRST:** The name
of the Corporation is Voxware, Inc. (the "Corporation").
 
 **SECOND:** The
Certificate was filed with the Office of the Secretary of State of the State of
Delaware on June 27, 2003. A certificate of Amendment was filed on December 30,
2003.
 
 **THIRD:** That the
first paragraph of Article FOURTH of the Certificate is hereby amended to read,
in its entirety, as follows:
 
 "The
total number of shares of all classes of capital stock which the Corporation
shall have authority to issue is 2,365,000,000 shares. The Corporation is
authorized to have two classes of shares, designated as Common Stock and
Preferred Stock. The total number of shares of Common Stock which the
Corporation is authorized to issue is 1,500,000,000 shares, and the par value of
each of the shares of Common Stock is one tenth of one cent ($.001). The total
number of shares of Preferred Stock which the Corporation is authorized to issue
is 865,000,000 shares, and the par value of each of the shares of Preferred
Stock is one tenth of one cent ($.001). A total of 816,949,489 shares of
Preferred Stock, par value $.001 per share, shall be designated the
" Series
D Convertible Preferred Stock " and a
total of 48,050,511 shares of Preferred Stock shall be undesignated as to
series."
 
 **FOURTH:** That
paragraph A of Article FOURTH of the Certificate is hereby deleted in its
entirety.
 
 **FIFTH:** That
paragraph B.5.N of Article FOURTH of the Certificate is hereby amended to read,
in its entirety, as follows:
 
 " **Definition
of Common Stock** . As used
in this paragraph B.5, the term " Common  Stock " shall
mean and include the Corporation's authorized Common Stock, par value $.001 per
share, as constituted on the date of filing of these terms of the Preferred
Stock, and shall also include any capital stock of any class of the Corporation
thereafter authorized which shall neither be limited to a fixed sum or
percentage of par value in respect of the rights of the holders thereof to
participate in dividends nor entitled to a preference in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or winding up
of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series D
Convertible Preferred Stock shall
  
 
 
 include
only shares designated as Common Stock of the Corporation on the date of filing
of this instrument, or in case of any reorganization or reclassification of the
outstanding shares thereof, the stock, securities or assets provided for in
paragraph B.5G."
 
 **SIXTH** : That
paragraph B.6(a) of Article FOURTH of the Certificate is hereby amended to read,
in its entirety, as follows:
 
 "The term
" Conversion
Date " shall
mean, for any conversion pursuant to paragraph B.5A, the date specified in the
notice of conversion received by the Corporation, or if no date is specified
therein, the date such notice of conversion is delivered (by fax or otherwise)
to the Corporation; provided , however , that
the Conversion Date shall not be prior to the date of delivery of the applicable
notice of conversion and any notice of conversion delivered to the Corporation
on a day which is not a business day shall be deemed delivered as of the next
following business day."
 
 **SEVENTH** : That
paragraph C.1 of Article FOURTH of the Certificate is hereby amended to read, in
its entirety, as follows:
 
 " **Relative
Rights of Preferred Stock and Common Stock** . All
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations, or restrictions of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock."
 
 **EIGHTH** : Except as
expressly amended herein, all other provisions of the Certificate filed with the
Office of the Secretary of State of the State of Delaware on June 27, 2003 and
as amended on December 30, 2003, shall remain in full force and
effect.
 
 **NINTH** : That the
foregoing amendment was duly adopted by the Board of Directors and by the
stockholders of the Corporation in accordance with the applicable provisions of
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.
 
 * * * * *
* *
 
 **IN
WITNESS WHEREOF** , the
undersigned, being a duly authorized officer of the Corporation, does hereby
execute this Certificate of Amendment to the Amended and Restated Certificate of
Incorporation this 29 th day of
November, 2004.
  By:
    /s/ Thomas J. Drury,
      Jr.Thomas J. Drury, Jr., Presidentand Chief Executive
    Officer