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                                  Delaware

                     ----------------------------------
                               The First State

         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE
, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE  OF " ON THE GO HEALTHCARE,INC.", FILED IN THIS OFFICE ON THE
TWELFTH  DAY OF JULY A.D. 2004, AT  5:32 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.







                                      /s/ HARRIET SMITH WINDSOR
                          [SEAL]      -----------------------------------
                                      HARRIET SMITH WINDSOR, Secretary of State


3263360  8100                                      AUTHENTICATION:    3231288

040510425                                                   DATE:    07-14-04


<PAGE>


                    RESTATED CERTIFICATE OF INCORPORATION
                                     OF
                        ON THE GO HEALTHCARE, INC.

On The Go Healthcare, Inc., filed a Certificate of Incorporation with the
Secretary of State of Delaware on July 21, 2000.

Following is a Restated Certificate of Incorporation:

FIRST:   The name of the corporation is: ON THE GO HEALTHCARE, INC. (
         hereinafter referred to as the "Corporation").

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

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

FOURTH:  The total number of shares of stock which the corporation shall have
         authority to issue is: one hundred and one million (101,000,000)
         shares, consisting of a class of one hundred million (100,000,000)
         shares of Common Stock, par value of $.0001 per share and a class of
         one million (1,000,000) shares of Preferred Stock, par value of $0.01
         per share.

  The Preferred Stock authorized by this Restated Certificate of Incorporation
  shall be issued in series.

  The Board of Directors is authorized at any time, and from time to time, to
  provide for the issuance of shares of Preferred Stock in one or more series.
  The Board of Directors shall have the authority to determine the number of
  shares that will comprise each series.   For each series, the Board of
  Directors shall determine, by resolution or resolutions adopted prior to the
  issuance of any shares thereof, the designations, powers, preferences,
  limitations and relative or other rights thereof, including but not limited
  to the following relative rights and preferences, as to which there may be
  variations among different series:

  (a) The rate and manner of payment of dividends, if any;

  (b) Whether shares may be redeemed and, if so, the redemption price and the
      terms and conditions of redemption;

  (c) The amount payable for shares in the event of liquidation, dissolution or
      other winding up of the Corporation;

  (d) Sinking fund provisions,if any, for the redemption or purchase of shares;

  (e) The terms and conditions, if any, on which shares may be converted or
      exchanged;

  (f) Voting rights, if any; and

  (g) Any other rights and preferences of such shares, to the full extent now
      or hereafter permitted by the General Corporation Law of the State of
      Delaware.

FIFTH:   The corporation is to have perpetual existence.

SIXTH:   In furtherance and not in limitation of the powers conferred by
         statute, the board of directors is expressly authorized to make,
         alter or repeal the By-Laws of the corporation

SEVENTH: The following provisions are inserted for the management of the
         business and the conduct of the affairs of the Corporation, and
         for further definition, limitation and regulations of the powers
         of the Corporation and of its directors and stockholders:

   A.  Meetings of stockholders may be held within or without the State of
       Delaware, as the By-Laws may provide.

   B.  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 By-laws of the Corporation Shall so provide.

<PAGE>

   C.  The directors of the Corporation need not be elected by written
       ballot unless the By-Laws so provide.


EIGHTH:  Whenever a compromise or arrangement is proposed between this
         Corporation and its creditors or any class of them and/or between
         this Corporation and its stockholders or any class of them, any court
         of equitable jurisdiction within the State of Delaware may, on the
         application in a summary way of this Corporation or of any creditor
         or stockholder thereof or on the application of any receiver or
         receivers appointed for this Corporation under the provisions of
         Section 291 of Title 8 of the Delaware Code or on the application of
         trustees in dissolution or of any receiver or receivers appointed
         for this Corporation under the provisions of Section 279 of Title 8
         of the Delaware Code, order a meeting of the creditors or class of
         creditors, and/or of the stockholders or class of stockholders of this
         Corporation, as the case may be, to be summoned in such manner as said
         court directs. If a majority in number representing three-fourths in
         value of the creditors or class of creditors, and/or of the
         stockholders or class of stockholders of this Corporation, as the case
         may be, agree to any compromise or arrangement and to any
         reorganization of this Corporation as a consequence of such compromise
         or arrangement, then said compromise or arrangement and said
         reorganization shall, if sanctioned by the court to which the said
         application has been made, be binding on all the creditors or class of
         creditors, and/or all the stockholders or class of stockholders, of
         this Corporation, as the case may be, and also on this Corporation.

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

TENTH:   No director of this Corporation shall be personally liable to the
         Corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director except to the extent that exemption from
         liability or limitation thereof is not permitted under the General
         Corporation Law of the State of Delaware as in effect at the time such
         liability or limitation thereof is determined. No amendment,
         modification or repeal of this Article shall apply to or have any
         effect 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, modification or repeal.
         If the General Corporation Law of the State of Delaware is amended
         after approval by the stockholders of this Article to authorize
         corporate action further eliminating or limiting the personal
         liability of directors, then the liability of a director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the General Corporation Law of the State of Delaware,
         as so amended.

ELEVENTH:The Corporation shall, to the fullest extent permitted by Section 145
         of the General Corporation Law of the State of Delaware, as the same
         may be amended and supplemented from time to time, indemnify and
         advance expenses to (i) its directors, officers, employees or agents
         of the Corporation and (ii) any person who at the request of the
         Corporation is or was serving as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, from and against any and all of the expenses,
         liabilities, or other matters referred to in or covered by such
         section as amended or supplemented (or any successor), provided,
         however, that the Corporation shall be obligated to indemnify any
         director, officer or such person in connection with a proceeding
         (or part thereof) initiated by such director, officer or such person
         only if such proceeding (or part thereof) was authorized by the Board
         of Directors of the Corporation. The Corporation, by action of its
         Board of Directors, may provide indemnification or advance expenses
         to employees and agents of the Corporation or other persons only on
         such terms and conditions and to the extent determined by the Board of
         Directors in its sole and absolute discretion. The indemnification
         provided for herein shall not be deemed exclusive of any other rights
         to which those indemnified may be entitled under any By-Law,
         agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in their official capacity and as to
         action in another capacity while holding such office, and shall
         continue as to a person who has ceased to be a director, officer,
         employee, or agent and shall inure to the benefit of the heirs,
         executors and administrators of such a person.

TWELFTH. The Corporation elects not to be governed by Section 203 of the
         Delaware General Corporation Law.


IN WITNESS WHEREOF, this Restated Certificate of Incorporation which restates
and integrates and further amends the provisions of Certificate of
Incorporation of this Corporation, and which has been duly adopted in
accordance with Sections 242 and 245 of the Delaware General Corporation Law,
has been executed by its duly authorized officer this June 3, 2004.



ON THE GO HEALTHCARE, INC.



/s/ Stuart Turk
-------------------------
Stuart Turk,
President, Chief Executive Officer
and Chairman of the Board

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