AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       FOR
                        GLOBAL POWER EQUIPMENT GROUP INC.


         Global Power  Equipment Group Inc. (the  "Corporation"),  a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:

         1. The name of the  corporation  is Global Power  Equipment  Group Inc.
Global  Equipment  Power Group Inc. was originally  incorporated  under the name
GEEG,  Inc. and the original  Certificate  of  Incorporation  was filed with the
Secretary of State of the State of Delaware on May 13, 1998.

         2. Pursuant to Sections 242 and 245 of the General  Corporation  Law of
the State of Delaware,  this Amended and Restated  Certificate of  Incorporation
has been duly adopted in accordance  therewith,  and restates and integrates and
further  amends  the  provisions  of the  Certificate  of  Incorporation  of the
Corporation.

         3. The text of the Amended and Restated Certificate of Incorporation as
heretofore  amended or  supplemented  is hereby  restated and further amended to
read in its entirety as follows:

         ARTICLE ONE:  The name of the  Corporation  is GLOBAL  POWER  EQUIPMENT
GROUP INC.

         ARTICLE TWO: The registered  office of the  Corporation in the State of
Delaware is located at 2711  Centerville  Road,  Suite 400, City of  Wilmington,
County of New Castle.  The name of its registered agent in the State of Delaware
at such address is Corporation Services Company.



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<PAGE>


         ARTICLE THREE: The purpose of the Corporation is to engage, directly or
indirectly,  in any  lawful  act  or  activity  for  which  corporations  may be
organized  under the  General  Corporation  Law of the State of Delaware as from
time to time in effect.

         ARTICLE FOUR:  The total  authorized  capital stock of the  Corporation
shall be 105,000,000  shares  consisting of 100,000,000  shares of Common Stock,
par value $0.01 per share,  and 5,000,000  shares of Series Preferred Stock, par
value $0.01 per share.

         The  preferences,  relative,  participating,  optional or other special
rights, qualifications,  limitations, restrictions, voting powers and privileges
of each class of the Corporation's  capital stock shall be as follows:

                           I. Series Preferred Stock


         The Series Preferred Stock may be issued in one or more series as shall
from  time to time be  created  and  authorized  to be  issued  by the  Board of
Directors  as  hereinafter  provided.

         (a)  The  Board  of  Directors  is  hereby  expressly  authorized,   by
resolution or resolutions  from time to time adopted  providing for the issuance
of any  series of the  Series  Preferred  Stock,  to the extent not fixed by the
provisions hereinafter set forth or otherwise provided by law, to determine that
any series of the Series  Preferred  Stock shall be without voting powers and to
fix and state the voting  powers,  full or limited,  if any,  the  designations,
powers,  preferences  and  relative,  participating,  optional and other special
rights,  if any, of the shares of each series of the Series Preferred Stock, and
the qualifications, limitations and restrictions thereof, including (but without
limiting the generality of the  foregoing) any of the following:

         (1) the number of shares to constitute  such series and the distinctive
name and serial designation  thereof;



                                      -2-
<PAGE>

         (2) the annual  dividend  rate or rates and the date on which the first
dividend on shares of such series shall be payable and all  subsequent  dividend
payment dates;

         (3) whether  dividends  are to be  cumulative  or  non-cumulative,  the
participating  or other special  rights,  if any, with respect to the payment of
dividends and the date from which  dividends on all shares of such series issued
prior to the record date for the first dividend shall be cumulative;

         (4) whether any series shall be subject to  redemption  and, if so, the
manner of redemption and the redemption  price or prices for such series,  which
may consist of a redemption price or prices  applicable only to redemption for a
sinking  fund  (which  term as used in this  clause  shall  include  any fund or
provisions for the periodic  purchase or retirement of shares),  and a different
redemption  price  or  scale  of  redemption  prices  applicable  to  any  other
redemption;

         (5)  whether or not the shares of such  series  shall be subject to the
operation of a purchase,  retirement or sinking fund,  and, if so,  whether such
purchase, retirement or sinking fund shall be cumulative or non-cumulative,  the
extent to and the manner in which such fund shall be applied to the  purchase or
redemption of the shares of such series for  retirement  or for other  corporate
purposes and the terms and provisions relative to the operation thereof;

         (6) the  terms,  if any,  upon  which  shares of such  series  shall be
convertible into, or exchangeable for, or shall have rights to purchase or other
privileges to acquire  shares of stock of any other class or of any other series
of the same or any  other  class,  including  the price or prices or the rate or
rates  of  conversion,  exchange,  purchase  or  acquisition  and the  terms  of
adjustment, if any;

         (7) the limitations and restrictions, if any, to be effective while any
shares of such series are outstanding upon the payment of dividends or making of
other distributions on, and


                                      -3-



<PAGE>


upon the purchase,  redemption, or other acquisition of, the Common Stock or any
other series or class of stock of the  Corporation  ranking junior to the shares
of such series, either as to dividends or upon liquidation; and

         (8) the  conditions  or  restrictions,  if any,  upon the  creation  of
indebtedness of the Corporation or upon the issue of any additional stock of any
class (including  additional shares of such series or of any other series of the
Series Preferred Stock) ranking on a parity with or senior to the shares of such
series either as to dividends or upon liquidation.

         (b) Each share of each series of the Series  Preferred Stock shall have
the same  relative  rights and be identical  in all respects  with all the other
shares  of the same  series,  except  that  shares of any one  series  issued at
different times may differ as to the dates, if any, from which dividends thereon
shall be  cumulative.  Except as otherwise  provided by law or specified in this
Article Four, any series of the Series Preferred Stock may differ from any other
series  with  respect  to any one or more of the  voting  powers,  designations,
powers,  preferences  and  relative,  participating,  optional and other special
rights, if any, and the qualifications, limitations and restrictions thereof.

         (c)  Before  any  dividends  on any  class of stock of the  Corporation
ranking junior to the Series  Preferred  Stock (other than dividends  payable in
shares of any class of stock of the  Corporation  ranking  junior to the  Series
Preferred Stock) shall be declared or paid or set apart for payment, the holders
of shares of each series of the Series Preferred Stock shall be entitled to such
dividends,  but only when and as declared by the Board of Directors out of funds
legally  available  therefor,  as they may be entitled to in accordance with the
resolution or  resolutions  adopted by the Board of Directors  providing for the
issuance  of  such  series,  payable  on  such  dates  as may be  fixed  in such
resolution or resolutions.



                                      -4-




<PAGE>



         (d) In the event of any  liquidation,  dissolution or winding up of the
Corporation,   whether   voluntary  or   involuntary,   before  any  payment  or
distribution of the assets of the Corporation  shall be made to or set apart for
the holders of shares of any class of stock of the Corporation ranking junior to
the Series  Preferred  Stock,  the  holders of the shares of each  series of the
Series  Preferred  Stock shall be entitled to receive  payment of the amount per
share fixed in the resolution or  resolutions  adopted by the Board of Directors
providing for the issuance of the shares of such series, plus an amount equal to
all dividends accrued thereon to the date of final distribution to such holders.
If, upon any  liquidation,  dissolution  or winding up of the  Corporation,  the
assets of the Corporation, or proceeds thereof,  distributable among the holders
of the shares of the Series Preferred Stock shall be insufficient to pay in full
the preferential  amount  aforesaid,  then such assets, or the proceeds thereof,
shall  be  distributed  among  such  holders  ratably  in  accordance  with  the
respective  amounts which would be payable on such shares if all amounts payable
thereon  were paid in full.  For the purposes of this  paragraph  (d), the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration)  of all or  substantially  all of the  property  or assets of the
Corporation or a  consolidation  or merger of the  Corporation  with one or more
corporations shall not be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary.

         (e)  The  term  "junior  stock",  as  used in  relation  to the  Series
Preferred Stock, shall mean the Common Stock and any other class of stock of the
Corporation  hereafter  authorized  which by its terms  shall rank junior to the
Series  Preferred Stock as to dividends and as to the  distribution of assets on
liquidation;  the  term  "senior  stock",  as used  in  relation  to the  Series
Preferred  Stock,  shall  mean any class of stock of the  Corporation  hereafter
authorized



                                      -5-



<PAGE>



which by its  terms  shall  rank  senior  to the  Series  Preferred  Stock as to
dividends and as to the distribution of assets on liquidation.

         (f)  Before  the  Corporation  shall  issue any  shares  of the  Series
Preferred Stock of any series authorized as hereinbefore provided, a certificate
setting  forth a copy of the  resolution  or  resolutions  with  respect to such
series  adopted by the Board of  Directors  of the  Corporation  pursuant to the
foregoing  authority  vested in said Board of Directors shall be made, filed and
recorded in accordance  with the then  applicable  requirements,  if any, of the
laws of the State of Delaware,  or, if no certificate is then so required,  such
certificate shall be signed and acknowledged on behalf of the Corporation by its
President or a  Vice-President  and its corporate seal shall be affixed  thereto
and attested by its  Secretary or an Assistant  Secretary  and such  certificate
shall be filed and kept on file at the registered  office of the  Corporation in
the  State of  Delaware  and in such  other  place  or  places  as the  Board of
Directors shall designate.

         (g) Shares of any series of the Series  Preferred  Stock which shall be
issued and thereafter acquired by the Corporation through purchase,  redemption,
conversion or otherwise  shall return to the status of  authorized  but unissued
shares  of the  Series  Preferred  Stock of the  same  series  unless  otherwise
provided in the  resolution or  resolutions  of the Board of  Directors.  Unless
otherwise  provided in the  resolution or  resolutions of the Board of Directors
providing for the issuance thereof,  the number of authorized shares of stock of
any such  series  may be  increased  or  decreased  (but not below the number of
shares  thereof then  outstanding)  by resolution or resolutions of the Board of
Directors  and the  filing  of a  certificate  complying  with the  requirements
referred to in subparagraph  (f) above. In case the authorized  number of shares
of any such series of the Series Preferred Stock shall be decreased,  the shares
representing such decrease shall, unless otherwise provided in the resolution or
resolutions of the Board



                                      -6-


<PAGE>




of Directors providing for the issuance thereof, resume the status of authorized
but unissued shares of the Series Preferred Stock, undesignated as to series.


                                II. Common Stock


         Subject to the requirements of law, this Certificate of  Incorporation,
as amended from time to time,  and the resolution or resolutions of the Board of
Directors  creating or modifying any series of the Series  Preferred  Stock, the
holders of Common Stock shall (i) in the event of any  liquidation,  dissolution
or other winding up of the Corporation,  whether  voluntary or involuntary,  and
after all holders of the Series Preferred Stock shall have been paid in full the
amounts to which they respectively shall be entitled, be entitled to receive all
the remaining  assets of the  Corporation  of whatever  kind,  such assets to be
distributed pro rata to the holders of the Common Stock;  and (ii) after payment
in full of all dividends to which holders of the Series Preferred Stock shall be
entitled,  be entitled  to receive  such  dividends  as and when the same may be
declared from time to time by the Board of Directors of the  Corporation  out of
funds legally available therefor.

         Except  as  otherwise  required  by law  and  the  provisions  of  this
Certificate  of  Incorporation  and  except as  provided  by the  resolution  or
resolutions  of the Board of  Directors  creating or amending  any series of the
Series  Preferred  Stock,  the  holders of the Common  Stock of the  Corporation
possess  full  voting  power for the  election  of  directors  and for all other
purposes,  and each holder  thereof shall be entitled to one vote for each share
held by such holder.

         ARTICLE FIVE:  The business of the  Corporation  shall be managed under
the  direction  of the Board of Directors  except as otherwise  provided by law.
Except as  otherwise  provided  by law,  the  number of  directors  which  shall
constitute  the Board of  Directors  shall be as set forth in the  Corporation's
By-Laws,  and in any event shall not be less than two (2). Following



                                      -7-
<PAGE>
the closing of the initial public offering pursuant to an effective registration
statement  under the Securities Act of 1933, as amended,  covering the offer and
sale of  Common  Stock  to the  public  (the  "Initial  Public  Offering"),  the
directors  shall be divided into three  classes  designated as Class I, Class II
and Class  III,  respectively.  Directors  shall be  assigned  to each  class in
accordance with a resolution or resolutions adopted by the Board of Directors as
constituted  immediately  prior to the  IPO.  At the  first  annual  meeting  of
stockholders  following the closing of the Initial Public Offering,  the term of
office of the Class I  directors  shall  expire and Class I  directors  shall be
elected  for a term ending at the third  annual  meeting  succeeding  such first
annual  meeting.  At the second  annual  meeting of  stockholders  following the
closing  of the  Initial  Public  Offering,  the term of  office of the Class II
directors shall expire and Class II directors shall be elected for a term ending
at the third annual meeting succeeding such second annual meeting.  At the third
annual  meeting of  stockholders  following  the closing of the  Initial  Public
Offering,  the term of office of the Class III directors  shall expire and Class
III  directors  shall be elected for a term ending at the third  annual  meeting
succeeding  such third annual  meeting.  At each  succeeding  annual  meeting of
stockholders,  directors  shall be elected for a term ending at the third annual
meeting  succeeding  such annual  meeting to succeed the  directors of the class
whose terms expire at such annual meeting.


         Notwithstanding  the foregoing  provisions  of this Article Five,  each
director  shall serve until his successor is duly elected and qualified or until
his death,  resignation  or  removal.  No  decrease  in the number of  directors
constituting  the Board of  Directors  shall  shorten the term of any  incumbent
director.



                                      -8-



<PAGE>


         The Board of Directors or any  individual  director may be removed from
office  at any time  with  cause by the  affirmative  vote of the  holders  of a
majority  of the  voting  power  of all of the  then  outstanding  stock  of the
Corporation entitled to vote at an election of directors.

         Any  vacancies  on  the  Board  of  Directors   resulting  from  death,
resignation,  disqualification,  removal  or other  cause and any newly  created
directorships  resulting  from any  increase in the number of  directors  shall,
unless the Board of Directors  determines by resolution  that any such vacancies
or newly created  directorships  shall be filled by the stockholders,  except as
otherwise  provided by law, be filled only by the affirmative vote of a majority
of the directors then in office,  even though less than a quorum of the Board of
Directors, and not by the stockholders.  Any director elected in accordance with
the preceding  sentence  shall hold office for the remainder of the full term of
the  director  for which the  vacancy  was  created or  occurred  and until such
director's  successor  shall have been elected and  qualified.  In the case of a
director elected to fill a newly created directorship  following consummation of
the IPO, the Board of Directors shall assign such director to a class; provided,
that the number of directors in each class shall be  apportioned as nearly equal
as possible.


         Anything herein to the contrary notwithstanding, the provisions of this
Article V shall  apply only to  directors  elected  by  holders of Common  Stock
together  with holders of all other classes of the  Corporation's  capital stock
voting as a single class  therewith on the election of directors.  If holders of
any class of the  Corporation's  capital stock have the right to elect directors
voting as a separate class and such right be then in effect,  the maximum number
of  directors of the  Corporation  shall be increased by the number of directors
which such  holders may so elect and upon  termination  of such right the number
shall be reduced to the extent it was previously so increased.


                                      -9-



<PAGE>



         Notwithstanding   any  other   provisions   of  this   Certificate   of
Incorporation  of the By-Laws of the Corporation (and  notwithstanding  the fact
that some  lesser  percentage  may be  specified  by law,  this  Certificate  of
Incorporation  or the By-Laws of the  Corporation),  the affirmative vote of the
holders  of 66-2/3% or more of the  outstanding  shares of capital  stock of the
Corporation  entitled to vote on such  amendment,  alteration,  change or repeal
(considered  for this purpose as one class)  shall be required to amend,  alter,
change or repeal this Article V.


         ARTICLE  SIX:  The Board of  Directors  may make,  alter or repeal  the
By-Laws of the Corporation  except as otherwise  provided in the By-Laws adopted
by the Corporation's stockholders.

         ARTICLE  SEVEN:  The  Corporation  expressly  elects to be  governed by
Section 203 of the General Corporation Law of the State of Delaware as from time
to time in effect.

         ARTICLE  EIGHT:  No action  shall be taken by the  stockholders  of the
Corporation except at an annual or special meeting called in accordance with the
By-Laws  of  the  Corporation  or by  written  consent  of the  stockholders  in
accordance  with the  By-Laws  of the  Corporation  prior to the  closing of the
Initial Public Offering and following the closing of the Initial Public Offering
no action shall be taken by the stockholders by written consent.  Advance notice
of stockholder  nominations  for the election of directors and of business to be
brought  by  stockholders   before  any  meeting  of  the  stockholders  of  the
Corporation  shall  be  given  in the  manner  provided  in the  By-Laws  of the
Corporation.

         ARTICLE NINE: The directors of the Corporation  shall be protected from
personal liability,  through indemnification or otherwise, to the fullest extent
permitted  under the  General  Corporation  Law of the State of Delaware as from
time to time in effect.



                                      -10-


<PAGE>



         1. A director of the Corporation shall under no circumstances  have any
personal  liability to the Corporation or its  stockholders for monetary damages
for breach of  fiduciary  duty as a director  except for  liability  (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal  benefit.  If the  General  Corporation  Law of the  State of  Delaware
hereafter is amended to authorize the further  elimination  or limitation of the
liability  of directors  shall be  eliminated  or limited to the fullest  extent
permitted  by the  amended  General  Corporation  Law of the State of  Delaware.
Neither the  modification  or repeal of this paragraph 1 of Article NINE nor any
amendment  to said  General  Corporation  Law of  Delaware  that  does  not have
retroactive application shall limit the right of directors of the Corporation to
exculpation from personal  liability for any act or omission  occurring prior to
such amendment, modification or repeal.

         2. The Corporation  shall,  to the fullest extent  permitted by law (i)
indemnify each director, officer, employee and agent of the Corporation,  except
as  may be  otherwise  provided  in  the  By-Laws  of  the  Corporation,  and in
furtherance  hereof the Board of Directors is expressly  authorized to amend the
By-Laws  of the  Corporation  from  time to time to  give  full  effect  hereto,
notwithstanding  possible  self  interest of the  directors  in the action being
taken and (ii) advance expenses incurred by such officers, directors,  employees
or  agents  in  relation  to  any  action,  suit  or  proceeding.   Neither  the
modification  nor the  repeal  of  this  paragraph  2 of  Article  NINE  nor any
amendment to the General  Corporation Law of the State of Delaware that does not
have retroactive application shall limit the right of directors, officers of the
Corporation, employees and



                                      -11-



<PAGE>

agents  to  indemnification  hereunder  with  respect  to any  act  or  omission
occurring prior to such modification, amendment or repeal.

         ARTICLE TEN: The Corporation reserves the right to amend, alter, change
or repeal any provision  contained in this  Certificate of  Incorporation in the
manner  now or  hereafter  prescribed  by law,  and all  rights  conferred  upon
stockholders herein are granted subject to this reservation.


                                      -12-



<PAGE>


         IN  WITNESS   WHEREOF,   this  Amended  and  Restated   Certificate  of
Incorporation has been signed by Larry Edwards, its authorized officer this 17th
day of May, 2001.




                                        GLOBAL POWER EQUIPMENT GROUP INC.



                                          By: /s/ Larry Edwards
                                             ---------------------------------
                                             Name:   Larry Edwards
                                             Title:  President