AMENDED
AND RESTATEDCERTIFICATE OF INCORPORATION

OF

SUNRISE
ENERGY SERVICES, INC.

I,
David A. Melman,  President of Sunrise Energy  Services,  Inc. (the  Corporation),
a corporation  organized and existing  under and by virtue of the General  Corporation
Law of the State of Delaware (the Delaware  Corporation  Law),  do hereby
certify as  follows:

1.  
The name of the Corporation is Sunrise Energy Services, Inc., and the date it
filed its original Certificate of Incorporation with the Office of the Secretary
of State of the State of Delaware was February 22, 1991. A Certificate of
Amendment to the Certificate of Incorporation was filed June 8, 1992, a
Certificate of Amendment to the Certificate of Incorporation was filed June 11,
1992, a Certificate of Amendment to the Certificate of Incorporation August 7,
1997, and a Certificate for Renewal and Revival of Charter was filed March 19,
1998.

2.  
On September 30, 2004, in the manner specified by Sections 242 and 245 of the
Delaware Corporation Law, this Amended and Restated Certificate of Incorporation
was duly adopted by a unanimous written consent of the directors and a written
consent of the holders of a majority of the outstanding voting capital stock of
the Corporation, in accordance with Sections 141 and 228 of the Delaware
Corporation Law and the Certificate of Incorporation, as theretofore amended,
and restates, integrates and amends the original Certificate of Incorporation as
heretofore amended, and the text of the original Certificate of Incorporation of
the Corporation is hereby amended and restated in its entirety as follows:

ARTICLE
I

The
name of the Corporation is Sunrise Energy, Inc.

ARTICLE II

The
Corporation is to have perpetual existence.

ARTICLE
III

The
address of the registered office of the Corporation in the state of Delaware is
1209 Orange Street, in the city of Wilmington, Newcastle County, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.

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ARTICLE
IV

The
nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

ARTICLE
V

5.1. Authorized Capital.The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 77,500,000
shares, consisting of 75,000,000 shares of common stock with a par value of one
tenth of one cent ($0.001) per share (the Common Stock) and
2,500,000 shares of preferred stock with a par value of one tenth of one cent
($0.001) per share (the Preferred Stock). Stockholders shall have no
preemptive rights except as granted by the Corporation pursuant to written
agreements. The designations, preferences, limitations and relative rights of
shares of each class of stock shall be as set forth below.

5.2. Common Stock. The holders of Common Stock shall be entitled to
receive the net assets of the Corporation upon dissolution or liquidation,
subject to the payment of any preferences applicable to the outstanding
Preferred Stock. All Common Stock, when duly issued, shall be fully paid and
nonassessable. Each holder of Common Stock shall have one vote for each share of
stock standing in his name on the books of the Corporation and entitled to vote,
except that in the election of directors each holder of Common Stock shall have
as many votes for each share held by him as there are directors to be elected by
the common stockholders and for whose election the stockholder has a right to
vote. Cumulative voting shall not be permitted in the election of directors or
otherwise. The holders of Common Stock shall be entitled to receive dividends as
they may be declared from time to time by the Board of Directors.

5.3.  
Preferred Stock. The Corporation may issue the Preferred Stock from time
to time in one or more series with such distinctive designations, rights,
preferences, privileges and limitations as the Board of Directors shall
determine. The Board of Directors hereby is expressly vested with the authority
to fix and determine the relative rights and preferences of each such series of
Preferred Stock to the full extent permitted by this Amended and Restated
Certificate of Incorporation and the Delaware Corporation Law in respect to the
following:

| | (1)  
The rate of dividend, if any, the time of payment of dividends, when the
dividends are cumulative, and the date from which any dividends shall accrue;
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| | (2)  
Whether shares may be redeemed and if so, the redemption price and the terms and
conditions of redemption;
| | ----------------------------------------------------------------------------------------------------------------

| | (3)  
The amount payable upon shares, and the preferences therefore, in event of
either voluntary or involuntary liquidation;
| | -----------------------------------------------------------------------------------------------------------------------------

| | (4)  
Sinking fund or other provisions, if any, for the redemption or purchase of
shares;
| | -----------------------------------------------------------------------------------------

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| | (5)  
The terms and conditions on which shares may be converted, however, if the
shares of any series are issued with the privilege of conversion, the price or
other fixed circumstances at which such shares may or shall be converted shall
be fixed at the time of issuance;
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| | (6)  
Voting powers, if any; and
| | --------------------------------

| | (7)  Any
other rights or privileges authorized or permitted under the Delaware
Corporation Law.
| | -----------------------------------------------------------------------------------------------

Notwithstanding
the fixing of the number of shares constituting the particular series upon the
issuance thereof, the Board of Directors may at any time thereafter authorize
the issuance of additional shares of the same series or may reduce the number of
shares constituting such series.

The
Board of Directors expressly is authorized to vary the provisions relating to
the foregoing matters between the various series of Preferred Stock, but in all
other respects the shares of each series shall be of equal rank with each other,
regardless of series. All Preferred Stock in any one series shall be identical
in all respects.

ARTICLE
VI

Quorum
and Voting Requirements for Stockholders Meetings

6.1.
Quorum. The holders of a majority of the issued and outstanding shares of
any class entitled to be voted on a matter shall constitute a quorum of that
class of stock for action on that matter at any meeting of stockholders.

6.2.
Voting. Except as is otherwise required by the Delaware Corporation Law,
action by stockholders on a matter other than the election of directors is
approved if a quorum of stockholders is present and if the votes cast by holders
of the class of stock favoring the action exceed the number of votes cast within
the class of voting stock opposing the action; provided, however, that with
respect to any of the following actions to be taken by stockholders of the
Corporation, the approval by holders of a majority of the outstanding shares of
stock entitled to vote on such matters shall be required:

| | (i)  
To sell, lease, exchange or otherwise dispose of all or substantially all of the
property and assets of the Corporation, with or without its goodwill, other than  in the
usual and regular course of its business.
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| | (ii)  
To approve a plan of merger or share exchange if stockholders approval is  required.
| | --------------------------------------------------------------------------------------------

| | (iii)  
To dissolve the Corporation.
| | ------------------------------------

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6.3.
Change in Quorum or Voting Requirements. Any amendment to this
Certificate of Incorporation adding, changing or deleting a greater quorum or
voting requirement for stockholders shall meet the same quorum requirement and
be adopted by the same vote and voting group required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.

ARTICLE
VII

Board
of Directors

7.1.
Board of Directors. The corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, a Board of Directors, which shall consist of at
least one, and no more than seven, directors, as specified or fixed in
accordance with the Bylaws of the Corporation. The terms of office for directors
shall be one year, unless the terms are staggered in accordance with the
following provisions.

7.2.  
Staggered Terms. At any time when there are at least three directors of the
Corporation then in office, the Board of Directors may adopt a resolution to
stagger the terms for which directors shall be elected at the next annual
meeting of stockholders. Upon adoption of such a resolution, the directors,
other than those who may be elected by the holders of any outstanding series of
Preferred Stock of the Corporation, shall be classified, with respect to the
firm for which they shall severely hold office following the next annual meeting
of stockholders, into three classes, as nearly equal in number as possible. The
Class I directors elected at the next annual meeting shall serve for a term
expiring at the next annual meeting of stockholders to be held in the first year
following adoption of the resolution, the Class II directors shall serve for a
two year term, and the Class III directors shall serve for a three year term. At
each subsequent annual meeting of stockholders held after the terms of directors
are staggered, the successor or successors of the class of directors whose term
expires at that meeting shall be elected and shall hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election. In every case, a director shall continue to serve
until a directors term or until a directors successor is duly
elected and qualified or until the directors earlier resignation or
removal. In the event of a vacancy existing in the number of directors by reason
of death, resignation or removal of a director, the remaining directors may, by
the vote of a majority of the remaining directors, elect a new director to fill
the vacancy and serve the remaining portion of the term of office of the former
director. If the number of directors is increased, at the time the vacancy is
created, the directors shall determine the class to which the newly-created
vacancy shall belong, and vacancy created by the increase shall be filled by the
vote of a majority of the directors, and the new director shall serve until the
next annual meeting of stockholders, at which time the stockholders shall elect
a director to complete the term for the class to which the director was
appointed.

7.3.
Removal. Subject to the rights, if any, of any holders of Preferred Stock
to elect directors and to remove any director whom the holders of any such stock
have the right to elect, any director (including persons elected by directors to
fill vacancies in the Board of Directors) may be removed from office only for
cause and only by the stockholders at a meeting called for that purpose. At
least 30 days prior to any meeting of stockholders at which it is proposed that
any director be removed from office, written notice of such proposed removal
shall be sent to the director whose removal shall be considered at the meeting.
The term cause with respect to the removal of any director shall
mean (i) conviction of a felony or plea of nolo contendere after a charge
of felony, (ii) declaration of unsound mind by an order of a court of competent
jurisdiction, (iii) gross dereliction of duty, including action taken which is
in material conflict with the best interests of the Corporation, as determined
by a majority of the disinterested directors, (iv) commission of any action
involving moral turpitude, or (v) commission of an action which constitutes
intentional misconduct or a knowing violation of law, if such action in either
event results in a material injury to the Corporation.

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ARTICLE
VIII

Limitation
on Liability

To
the full extent that the Delaware Corporation Law of the State of Delaware or
any other law of the state of Delaware as it exists or as it may hereafter be
amended permits the limitation or elimination of liability of directors, no
director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. No
amendment to or repeal of this Article VIII shall apply to or have any affect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

ARTICLE
IX

Indemnification

The
Corporation shall, to the fullest extent permitted by Delaware law in effect
from time to time, indemnify any person against all liability and expense
(including attorneys fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he is or was serving at the request of the
Corporation as a director, officer, partner or trustee of, or any similar
managerial or fiduciary position of, or as an employee or agent of, another
corporation, partnership, joint venture, trust, association, or other entity.
Expenses (including attorneys fees) incurred in defending an action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding to the fullest extent and under the
circumstances permitted by Delaware law. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the Corporation against any liability asserted
against and incurred by such person in any such capacity or arising out of such
persons position, whether or not the Corporation would have the power to
indemnify against such liability under the provisions of this Article IX. The
indemnification provided by this Article IX shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under this Amended and
Restated Certificate of Incorporation, any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, and shall inure to the
benefit of their heirs, executors and administrators. The provisions of this
Article IX shall not be deemed to preclude the Corporation from indemnifying
other persons from similar or other expenses and liabilities as the Board of
Directors or the stockholders may determine in a specific instance or by
resolution of general application.

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ARTICLE
X

In
furtherance and not in limitation in the powers conferred upon it by law, the
Board of Directors is expressly authorized to adopt, repeal, alter or amend the
Bylaws of the Corporation by the vote of a majority of the entire Board of
Directors or such greater vote as shall be specified in the Bylaws of the
Corporation.

ARTICLE
XI

Each
share of common stock outstanding at the time this Amended and Restated
Certificate of Incorporation becomes effective, shall automatically, and without
further action by any stockholder or the Corporation, be deemed to be one share
of $0.001 par value common stock, and certificates which represented outstanding
common stock shall be deemed to represent $0.001 par value common stock. There
are no requirements for any stockholder to exchange any stock or certificates
representing common stock to effect the change in par value of common stock
described in this Certificate.

I,
the undersigned, President and the Secretary of Sunrise Energy Services, Inc.,
have duly executed this Amended and Restated Certificate of Incorporation in the
name and on behalf of Sunrise Energy Services, Inc. on this 30th day
of September 2004, and the statements contained herein are affirmed as true
under penalties of perjury.

| | SUNRISE
ENERGY SERVICES, INC.(to be SUNRISE ENERGY, INC.)
By /s/ David A. Melman
           David A. Melman,
           President and Secretary
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