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                                                                     EXHIBIT 3.1


                               SECOND AMENDED AND
                    RESTATED CERTIFICATE OF INCORPORATION OF
                              L Q CORPORATION, INC.

         L Q Corporation, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         A. The name of the corporation is L Q Corporation, Inc. The corporation
was originally incorporated under the name Liquid Audio, Inc., and the original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on April 21, 1999.

         B. Pursuant to Sections 242 and 245 of the Delaware General Corporation
Law, this Second Amended and Restated Certificate of Incorporation restates and
amends the provisions of the Certificate of Incorporation of the corporation as
amended to the date immediately prior to the date hereof.

         C. This Second Amended and Restated Certificate of Incorporation has
been duly adopted and approved by the board of directors and stockholders of the
corporation in accordance with the applicable provisions of Sections 141, 228,
242 and 245 of the Delaware General Corporation Law and shall become effective
at 6:01 p.m., eastern time, on June 8, 2004.

         D. The text of the Certificate of Incorporation is hereby amended and
restated in its entirety to read as follows:

                                    ARTICLE I

         The name of this corporation is L Q Corporation, Inc.

                                   ARTICLE II

         The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                   ARTICLE III

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

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                                   ARTICLE IV

         1. The corporation is authorized to issue two classes of shares of
stock to be designated, respectively, Common Stock, $0.001 par value, and
Preferred Stock, $0.001 par value. The total number of shares that the
corporation is authorized to issue is 35,000,000 shares. The number of shares of
Common Stock authorized is 30,000,000. The number of shares of Preferred
authorized is 5,000,000.

         2. Upon this Certificate of Incorporation of the corporation becoming
effective pursuant to the General Corporation Law of the State of Delaware (the
"EFFECTIVE TIME"), each one (1) share of the corporation's Common Stock either
issued and outstanding or held by the corporation as treasury stock (and
including each fractional share in excess of one (1) share held by any
stockholder and each fractional interest in excess of one (1) share held by the
corporation or its agent pending disposition on behalf of those entitled
thereto), immediately prior to the Effective Time, will be automatically
reclassified as and converted (without any further act) into thirty-five (35)
fully-paid and nonassessable shares of Common Stock (or, with respect to such
fractional shares and interests, such lesser number of shares and fractional
interests as may be applicable based upon such 35-for-1 ratio), without
increasing or decreasing the amount of stated capital or paid-in surplus of the
corporation, provided that no fractional shares shall be issued.

         3. The Preferred Stock may be issued from time to time in one or more
series pursuant to a resolution or resolutions providing for such issue duly
adopted by the board of directors (authority to do so being hereby expressly
vested in the board). 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 to fix the number
of shares of any series of Preferred Stock and the designation of any such
series of Preferred Stock. The board of directors, within the limits and
restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the number of shares in any such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.

      4. The authority of the board of directors with respect to each such class
or series shall include, without limitation of the foregoing, the right to
determine and fix:

            (a) the distinctive designation of such class or series and the
number of shares to constitute such class or series;

            (b) the rate at which dividends on the shares of such class or
series shall be declared and paid, or set aside for payment, whether dividends
at the rate so determined shall be cumulative or accruing, and whether the
shares of such class or series shall be entitled to any participating or other
dividends in addition to dividends at the rate so determined, and if so, on what
terms;


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            (c) the right or obligation, if any, of the corporation to redeem
shares of the particular class or series of Preferred Stock and, if redeemable,
the price, terms and manner of such redemption;

            (d) the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or involuntary
liquidation, dissolution or winding up of the corporation;

            (e) the terms and conditions, if any, upon which shares of such
class or series shall be convertible into, or exchangeable for, shares of
capital stock of any other class or series, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if any;

            (f) the obligation, if any, of the corporation to retire, redeem or
purchase shares of such class or series pursuant to a sinking fund or fund of a
similar nature or otherwise, and the terms and conditions of such obligations;

            (g) voting rights, if any, on the issuance of additional shares of
such class or series or any shares of any other class or series of Preferred
Stock;

            (h) limitations, if any, on the issuance of additional shares of
such class or series or any shares of any other class or series of Preferred
Stock; and

            (i) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the board of directors of the
corporation, acting in accordance with this Certificate of Incorporation, may
deem advisable and are not inconsistent with law and the provisions of this
Certificate of Incorporation.

                                    ARTICLE V

         The corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certification of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this right.

                                   ARTICLE VI

         The corporation is to have perpetual existence.

                                   ARTICLE VII

         1. LIMITATION OF LIABILITY. To the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists or as may
hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.


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         2. INDEMNIFICATION. The corporation may indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer or employee of the corporation, or any predecessor of
the corporation, or serves or served at any other enterprise as a director,
officer or employee at the request of the corporation or any predecessor to the
corporation.

         3. AMENDMENT. Neither any amendment nor repeal of this Article VII, nor
the adoption of any provision of the corporation's Certificate of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII, in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VII, would accrue or arise,
prior to such amendment, repeal, or adoption of an inconsistent provision.

                                  ARTICLE VIII

         In the event any shares of Preferred Stock shall be redeemed or
converted pursuant to the terms hereof, the shares so converted or redeemed
shall not revert to the status of authorized but unissued shares, but instead
shall be canceled and shall not be re-issuable by the corporation.

                                   ARTICLE IX

         Holders of stock of any class or series of the corporation shall not be
entitled to cumulate their votes for the election of directors or any other
matter submitted to a vote of the stockholders, unless such cumulative voting is
required pursuant to Sections 2115 or 301.5 of the California General
Corporation Law, in which event each such holder shall be entitled to as many
votes as shall equal the number of votes which (except for this provision as to
cumulative voting) such holder would be entitled to cast for the election of
directors with respect to his shares of stock multiplied by the number of
directors to be elected by him, and the holder may cast all of such votes for a
single director or may distribute them among the number of directors to be voted
for, or for any two or more of them as such holder may see fit, so long as the
name of the candidate for director shall have been placed in nomination prior to
the voting and the stockholder, or any other holder of the same class or series
of stock, has given notice at the meeting prior to the voting of the intention
to cumulate votes.

         1. NUMBER OF DIRECTORS. The number of directors which constitutes the
whole Board of Directors of the corporation shall be designated in the Second
Amended and Restated Bylaws of the corporation (the "RESTATED Bylaws"). The
directors shall be divided into three classes with the term of office of the
first class (Class I) to expire at the annual meeting of stockholders held in
2000; the term of office of the second class (Class II) to expire at the annual
meeting of stockholders held in 2001; the term of office of the third class
(Class III) to expire at the annual meeting of stockholders held in 2002; and
thereafter for each such term to expire at each third succeeding annual meeting
of stockholders after such election.


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         2. ELECTION OF DIRECTORS. Elections of directors need not be by written
ballot unless the Restated Bylaws of the corporation shall so provide.

                                    ARTICLE X

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Restated Bylaws of the corporation.

                                   ARTICLE XI

         No action shall be taken by the stockholders of the corporation except
at an annual or special meeting of the stockholders called in accordance with
the Restated Bylaws and no action shall be taken by the stockholders by written
consent. The affirmative vote of sixty-six and two-thirds percent (66%) of then
outstanding voting securities of the corporation, voting together as a single
class, shall be required for the amendment, repeal or modification of the
provisions of Article IX, Article X or Article XII of this Restated Certificate
of Incorporation or Sections 2.3 (Special Meeting), 2.4 (Notice of Stockholders'
Meeting), 2.5 (Advanced Notice of Stockholder Nominees and Stockholder
Business), 2.10 (Voting), or 2.12 (Stockholder Action by Written Consent Without
a Meeting), or 3.2 (Number of Directors) of the corporation's Amended and
Restated Bylaws.

                                   ARTICLE XII

         Meetings of stockholders may be held within or without the State of
Delaware, as the Restated Bylaws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the Restated Bylaws of the corporation.

                                   **********


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         IN WITNESS WHEREOF, L Q Corporation, Inc., has caused this certificate
of incorporation to be signed by James A. Mitarotonda, its Chief Executive
Officer, this 7th day of June, 2004.


                                                      /s/ James A. Mitarotonda
                                                      ------------------------
                                                      James A. Mitarotonda,
                                                      Chief Executive Officer


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