AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            PRODEO TECHNOLOGIES, INC.


                                    * * * * *

     1. The name of the corporation is Prodeo Technologies, Inc.

     2. 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.

     3. 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.

     4. The total  number of shares of stock  which the  corporation  shall have
authority  to issue is:  Fifty-Five  Million  (55,000,000)  of which stock Fifty
Million  (50,000,000)  shares of the par value of No Dollars and 50/100th  Cents
($.005),  shall be Common Stock and of which Five Million  (5,000,000) shares of
the par value of No Dollars and One Cents ($0.01) shall be Preferred Stock.

     5. The board of directors is authorized,  subject to limitations prescribed
by law and this Amended and Restated  Certificate of  Incorporation,  to provide
for the  issuance of the shares of  Preferred  Stock in series,  and by filing a
certificate  pursuant  to the  applicable  law  of the  State  of  Delaware,  to
establish  from time to time the  number of shares to be  included  in each such
series, and to fix the designation, voting powers, preferences and rights of the
shares of each such series and the qualifications, limitations, or restrictions.

     6. The  authority of the board of directors  with respect to each series of
Preferred  Stock  shall  include,  without  limitation,   determination  of  the
following:

          (a) The number of shares  constituting that series and the distinctive
designation of that series;

          (b) The dividend rate on the shares of that series,  whether dividends
shall be  cumulative,  and,  if so, from which date or dates,  and the  relative
rights of priority, if any, of payment of dividends on shares of that series;
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          (c) Whether that series shall have voting  rights,  in addition to the
voting rights provided by law, and if so, the terms of such voting rights;

          (d) Whether that series shall have conversion  privileges,  and if so,
the terms and conditions of such conversion, including provisions for adjustment
of the conversion rate in such events as the board of directors shall determine;

          (e) Whether or not the shares of that series shall be redeemable,  and
if so, the terms and conditions of such redemption,  including the date or dates
upon or after which they shall be  redeemable,  and the amount per share payable
in case of redemption,  which amount may vary under different  conditions and at
different redemption dates;

          (f) Whether that series  shall have a sinking fund for the  redemption
or  purchase of shares of that  series,  and if so, the terms and amount of such
sinking fund;

          (g) The rights of the shares of that series in the event of  voluntary
or involuntary  liquidation,  dissolution or winding up of the Corporation,  and
the relative  rights of  priority,  if any, of payment of shares of that series;
and

          (h) Any other relative  rights,  preferences  and  limitations of that
series.

     7. The Corporation is to have perpetual existence.

     8. 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 bylaws of the Corporation.

     9. 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  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 Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal benefit.