AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                     OF CARING PRODUCTS INTERNATIONAL, INC.

                                     * * * *


      FIRST: The name of the corporation is Caring Products International, Inc.
(the "Corporation"). The Corporation's original Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
December 30, 1993. The Corporation was originally incorporated under the name
FWCC Merger Corp.

      SECOND: On August 28, 2002, in the manner prescribed by Sections 242 and
245 of the Delaware General Corporation Law, this Amended and Restated
Certificate of Incorporation was duly adopted by written consent of the Board of
Directors and by written consent of the holder of at least a majority of the
outstanding capital stock of the Corporation pursuant to Sections 141(f) and 228
of the Delaware General Corporation Law. This Amended and Restated Certificate
of Incorporation shall supersede the original Restated Certificate of
Incorporation and all amendments thereto.

      THIRD: The Restated Certificate of Incorporation of the Corporation is
amended and restated in its entirety as follows:

      FIRST: The name of the corporation is US Global Aerospace, Inc.

      SECOND: The address of the registered office of the Corporation in the
State of Delaware is located at 615 S. DuPont Highway, Dover, DE 19901. The name
of the registered agent at the address is National Corporate Research, Ltd.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

      FOURTH: The Corporation is authorized to issue two classes of stock to be
designated, respectively, preferred stock ("Preferred Stock") and common stock
("Common Stock"). The total number of shares of capital stock that the
Corporation is authorized to issue is 101,000,000. The total number of shares of
Common Stock the Corporation shall have the authority to issue is 100,000,000,
par value $0.01 per share. The total number of shares of Preferred Stock that
the Corporation shall have the authority to issue is 1,000,000, par value $0.01
per share. The Corporation's capital stock may be sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.


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<PAGE>

      The Board of Directors of the Corporation is expressly authorized, subject
to limitations prescribed by law and the provisions of this Article Fourth, to
provide for the issuance of the shares of Preferred Stock from time to time in
one or more series, and by filing a certificate pursuant to the Delaware General
Corporation Law, to fix the number of shares and to determine or alter for each
such series, such voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions thereof, as shall
be stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such shares as may be permitted by the
Delaware General Corporation Law.

      FIFTH: The election of directors need not be by written ballot unless
otherwise provided by the By-laws of the Corporation.

      SIXTH: The Board of Directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
the By-laws of the Corporation, except as such power may be restricted or
limited by the Delaware General Corporation Law.

      SEVENTH: 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 General Corporation Law
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 General Corporation Law order a meeting of the creditors or class
of creditors, and/or the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the 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 the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the 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 on
all the stockholders or class of stockholders of this Corporation, as the case
may be, and also on this Corporation.

      EIGHTH: Anything to the contrary in this Amended and Restated Certificate
of Incorporation notwithstanding, no director shall be liable personally to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided however, that nothing in this paragraph shall
eliminate or limit the liability of a director (i) for any breach of such
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 374 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which such director
derived an improper personal benefit. If the Delaware General Corporation Law 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 Delaware General
Corporation Law, as so amended.


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

      NINTH: The Corporation shall indemnify, in the manner and to the fullest
extent permitted by law, each person (or the estate of any such person) who was
or is a party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether or not by or in the
right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, join venture, trust, employee benefit plan or
other enterprise. The indemnification provided for herein shall be made only as
authorized in the specific case upon a determination; in the manner provided by
law, that indemnification of the director, officer, employee or agent is proper
under the circumstances. The Corporation may, to the fullest extent permitted by
law, purchase and maintain insurance on behalf of any such person against any
liability that may be asserted against such person. To the fullest extent
permitted by law, the indemnification provided herein shall include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
and, in the manner provided by law, any such expenses shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses to
the fullest extent permitted by law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Such indemnification 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 person.

      FOURTH: The foregoing amendment and restatement of the Restated
Certificate of Incorporation shall supersede the original Restated Certificate
of Incorporation of the Corporation and all amendments thereto.


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      IN WITNESS WHEREOF, the undersigned corporation has caused this Amended
and Restated Certificate of Incorporation to be signed by a duly authorized
officer this 26th day of September, 2002.


                                       CARING PRODUCTS INTERNATIONAL, INC.


                                       By: /s/ John Robinson
                                          --------------------------------------
                                          John Robinson, Chief Executive Officer


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