**EXHIBIT
      3.1**





**AMENDED
      AND RESTATED ARTICLES OF INCORPORATION**


**OF**


**MAKEMUSIC,
      INC.**


**(As
      amended through May 24, 2006)**








**ARTICLE
      1 - NAME**





1.1)  The
      name
      of the corporation shall be MakeMusic, Inc.





**ARTICLE
      2 - REGISTERED OFFICE**





2.2)  The
      registered office of the corporation is located at 7615 Golden Triangle Drive,
      Suite M, Eden Prairie, Minnesota 55344-3848.





**ARTICLE
      3 - CAPITAL STOCK**





3.1)  Authorized
      Shares; Establishment of Classes and Series .
      The
      aggregate number of shares the corporation has authority to issue shall be
      10,000,000 shares, which shall have a par value of $0.01 per share solely for
      the purpose of a statute or regulation imposing a tax or fee based upon the
      capitalization of the corporation, and which shall consist of 8,500,000 common
      shares (hereinafter referred to as “Common Shares”) and 1,500,000 undesignated
      shares. Except as otherwise specifically provided in these Amended and Restated
      Articles of Incorporation or in a contractual obligation of the corporation,
      the
      Board of Directors of the corporation is authorized to establish from the
      undesignated shares, by resolution adopted and filed in the manner provided
      by
      law, one or more classes or series of shares, to designate each such class
      or
      series (which may include but is not limited to designation as additional Common
      Shares), and to fix the relative rights and preferences of each such class
      or
      series, which rights and preferences may be superior to those of any of the
      Common Shares.





3.2)  Issuance
      of Shares .
      The
      Board of Directors of the corporation is authorized from time to time to accept
      subscriptions for, issue, sell and deliver shares of any class or series of
      the
      corporation to such persons, at such times and upon such terms and conditions
      as
      the Board shall determine, valuing all nonmonetary consideration and
      establishing a price in money or other consideration, or a minimum price, or
      a
      general formula or method by which the price will be determined.





3.3)  Issuance
      or Rights to Purchase Shares .
      The
      Board of Directors is further authorized from time to time to grant and issue
      rights to subscribe for, purchase, exchange securities for, or convert
      securities into, shares of the corporation of any class or series, and to fix
      the terms, provisions and conditions of such rights, including the exchange
      or
      conversion basis or the price at which such shares may be purchased or
      subscribed for.








**ARTICLE
      4 - RIGHTS OF SHAREHOLDERS**





4.1)  No
      Preemptive Rights .
      No
      shares of any class or series of the corporation shall entitle the holders
      to
      any preemptive rights to subscribe for or purchase additional shares of that
      class of series or any other class or series of the corporation now or hereafter
      authorized or issued.





4.2)  No
      Cumulative Voting Rights .
      There
      shall be no cumulative voting by the shareholders of the
      corporation.





**ARTICLE
      5 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION**





5.1)  Where
      approval of shareholders is required by law, the affirmative vote of the holders
      of at least a majority of the voting power of all shares entitled to vote shall
      be required to authorize the corporation (i) to merge into or with one or more
      other corporations, (ii) to exchange its shares for shares of one or more other
      corporations, (iii) to sell, lease, transfer or otherwise dispose of all or
      substantially all of its property and assets, including its good will, or (iv)
      to commence voluntary dissolution.





**ARTICLE
      6 - AMENDMENT OF ARTICLES OF INCORPORATION**





6.1)  After
      the
      issuance of shares by the corporation, any provision contained in these Articles
      of Incorporation may be amended, altered, changed or repealed by the affirmative
      vote of the holders of at least a majority of the voting power of the shares
      present and entitled to vote at a duly held meeting and/or such greater
      percentage or other vote as may be otherwise prescribed by the laws of the
      State
      of Minnesota or expressly provided by these Articles of
      Incorporation.





**ARTICLE
      7 - LIMITATION OF DIRECTOR LIABILITY**





7.1)  To
      the
      fullest extent permitted by Chapter 302A, Minnesota Statutes, as the same exists
      or may hereafter be amended, a director of this corporation shall not be
      personally liable to the corporation or its shareholders for monetary damages
      for breach of fiduciary duty as a director.





**ARTICLE
      8 - INDEMNIFICATION**





8.1)  The
      corporation shall indemnify such persons, for such expenses and liabilities,
      in
      such manner, under such circumstances, and to such extent, as permitted by
      Minnesota Statutes, Section 302A.521, as now enacted or hereafter
      amended.