AMENDED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              TRUST LICENSING, INC.

The following Restated Certificate of Incorporation of Trust Licensing, Inc. (i)
restates the  provisions of the  Certificate  of  Incorporation  of  Mountaintop
Corporation originally filed with the Secretary of State of Delaware on December
11,  1989  under  the name  Mountaintop  Corporation,  and (ii)  supersedes  the
original  Certificate of Incorporation and all prior amendments and restatements
thereto in their entirety.

         This amended certificate of incorporation was duly adopted in
accordance with the provisions of Sections 242 and 245 of the Delaware General
Corporation Law by unanimous written consent of the board of directors on
October 19, 2002, and by the written consent of the holders of each class of
capital stock entitled to vote on October 19, 2002. The Amendment was not filed
due to scriveners error.

         1. The name of the corporation is Trust Licensing, Inc. (the "Company")
and the date of filing the original certificate of incorporation was December
11, 1989.

         2. The address of its registered office in the State of Delaware,
County of New Castle, is Corporation Trust Center, 1209 Orange Street,
Wilmington, DE 19720. 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
are to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.

         4. The total number of shares of stock of all classes and series the
Company shall have authority to issue is 510,000,000 shares, consisting of (i)
500,000,000 shares of common stock, par value of $0.0001 per share (the "Common
Stock"), and (ii) 10,000,000 shares of preferred stock, $0.0001 par value with
such powers, designations, preferences, rights and qualifications, limitations
or restrictions as may be decided upon by the board of directors of the Company.

         5. The Company is to have perpetual existence.

         6. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, amend, alter or
repeal the bylaws of the Company.

         7. Elections of directors need not be by written ballot unless the
bylaws of the Company shall so provide.

                  Meetings of stockholders may be held within or without the
State of Delaware as the bylaws may provide. The books of the Company 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 bylaws of the Company.



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         8. The Company 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 statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

         9. No director of this Company shall be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director. Nothing in this Section 9 shall serve to eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
this Company or its stockholders, (b) for acts or omissions not in good faith or
which involves intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Company shall not adversely affect any right or protection
of a director of the Company existing at the time of such repeal or
modification.

         10. (a) Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding
(except as provided in Section 10(f)) whether civil, criminal or administrative,
(a "Proceeding"), or is contacted by any governmental or regulatory body in
connection with any investigation or inquiry (an "Investigation"), by reason of
the fact that he or she is or was a director or executive officer (as such term
is utilized pursuant to interpretations under Section 16 of the Securities
Exchange Act of 1934) of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans (an "Indemnitee"), whether the basis of such
Proceeding or Investigation is alleged action in an official capacity or in any
other capacity as set forth above shall be indemnified and held harmless by the
Company to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than such law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith and such indemnification shall continue as to
an Indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the Indemnitee's heirs, executors and
administrators. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such Proceeding in advance of its final
disposition (an "Advancement of Expenses"); provided, however, that such
Advancement of Expenses shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such Indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise (an
"Undertaking").

         (b) If a claim under Section 10(a) is not paid in full by the Company
within 60 days after a written claim has been received by the Company, except in
the case of a claim for an Advancement of Expenses, in which case the applicable
period shall be 20 days, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit or in a suit brought by the Company to recover
an Advancement of Expenses pursuant to the terms of an Undertaking, the
Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an Advancement of Expenses) it shall be a defense that, and
any suit by the Company to recover an Advancement of Expenses pursuant to the
terms of an Undertaking the Company shall be entitled to recover such expenses
upon a final adjudication that, the Indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation Law. Neither
the failure of the Company (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in
the circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Company (including its board of directors, independent
legal counsel, or its stockholders) that the Indemnitee has not met such
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right hereunder, or by the Company to recover an Advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified or to such Advancement of Expenses
under this Section or otherwise shall be on the Company.


         (c) The rights to indemnification and to the Advancement of Expenses
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this certificate of
incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

         (d) The Company may maintain insurance, at its expense, to protect
itself and
any director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise againstany expense,
liability or loss, whether or not the Company would have the power to indemnify
such person againstsuch expense, liability or loss under the Delaware General
Corporation Law.



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         (e) The Company may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification and to the Advancement of
Expenses, to any employee or agent of the Company to the fullest extent of the
provisions of this Section with respect to the indemnification and Advancement
of Expenses of directors, and executive officers of the Company.

         (f) Notwithstanding the indemnification provided for by this Section
10, the Company's bylaws, or any written agreement, such indemnity shall not
include any expenses, liabilities or losses incurred by such Indemnitees
relating to or arising from any Proceeding in which the Company asserts a direct
claim (as opposed to a stockholders' derivative action) againstthe Indemnitees,
whether such claim by the Company is termed a complaint, counterclaim,
crossclaim, third-party complaint or otherwise.


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         I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE that I have read the foregoing
Amended Certificate of Incorporation and affirm and acknowledge under penalty of
perjury that the instrument is the act and deed of the Company, and that all
facts contained therein are true and correct.
Dated: March 2, 2005

                                   Trust Licensing, Inc.
                                   By:/s/  Jeffrey W. Sass, President