EXHIBIT 3.1

# FIRST AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION OF ONESOURCE
TECHNOLOGIES, INC.

1.       
          The name of the corporation (which is hereinafter referred to as the
          Corporation) is OneSource Technologies, Inc. The original
          Certificate of Incorporation was filed with the Secretary of State of the State
          of Delaware on August 26, 1996, under the name LW Global (U.S.A.),
          Inc. The Corporation filed a Certificate of Amendment on January 16, 1997,
          to amend Articles FOURTH, FIFTH, and SIXTH. The Corporation filed a Certificate
          of Amendment on July 28, 1997, to change the Corporations name to
          Micor Technologies, Inc. The Corporation filed a Certificate of
          Amendment on August 22, 1997, to change the Corporations name to
          OneSource Technologies, Inc. The Corporation filed a Certificate of
          Amendment on May 17, 2001, to amend Article FOURTH.

2.       
          This First Amended and Restated Certificate of Incorporation has been duly
          proposed, adopted, and declared advisable by the Board of Directors of the
          Corporation (the Board), has been duly adopted and approved by the
          stockholders of the Corporation, and has been duly adopted, executed, and
          acknowledged by an officer of the Corporation, in accordance with the provisions
          of Sections 103, 141, 242, and 245 of the General Corporation Law of the State
          of Delaware and restates, integrates, and amends the provisions of the
          Certificate of Incorporation of the Corporation, as previously amended. Upon
          filing with the Secretary of State in accordance with Section 103 and 242, this
          First Amended and Restated Certificate of Incorporation shall thenceforth
          supersede the original Certificate of Incorporation, as previously amended, and
          shall, as it may thereafter be amended in accordance with its terms and
          applicable law, be the Certificate of Incorporation of the Corporation.

3.       
          The text of the original Certificate of Incorporation of the Corporation, as
          amended, is hereby amended and restated to read in its entirety as follows:

# ARTICLE I NAME

# ARTICLE II  REGISTERED OFFICE

The
address of the registered office of the Corporation in the State of Delaware is The
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware
19801. The name of the Corporations registered agent at such address is The
Corporation Trust Company.

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# ARTICLE III  PURPOSE

The
purposes of the Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware,
as the same exists or may hereafter be amended (the GCL).

# ARTICLE IV  CAPITAL STOCK

The
Corporation shall be authorized to issue two classes of shares of capital stock, to be
designated, respectively, Common Stock and Preferred Stock. The
total number of shares of Common Stock and Preferred Stock that the Corporation shall have
authority to issue is 105,000,000 shares, of which 100,000,000 shares shall be Common
Stock, with a par value of $.001 per share, and 5,000,000 shall be Preferred Stock, with a
par value of $.001 per share.

The
shares of Preferred Stock may be issued from time to time in one or more series. The Board
of Directors is hereby authorized, 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 series, and to fix the designation, powers, preferences, and relative,
participating, optional or other rights of the shares of each such series and the
qualifications, limitations, or restrictions thereof, including, but not limited to, the
fixing or alteration of the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), the redemption
price or prices, and the liquidation preferences of any wholly unissued series of shares
of Preferred Stock, or any of them; and to increase or decrease the number of shares of
any series subsequent to the issue of the shares of that series, but not below the number
of shares of that series then outstanding. In case the number of shares of any series
shall be so decreased, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the resolution originally fixing the number of shares of
that series.

# ARTICLE V  BOARD OF DIRECTORS

The
business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. The number of directors that currently comprise the Board of Directors
is four (4). The size of the Board of Directors may be increased or decreased in the
manner provided in the Bylaws of the Corporation. In addition to the powers and authority
expressly conferred upon them by the GCL or by this First Amended and Restated Certificate
of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or done by
the Corporation. Election of directors need not be by written ballot unless the Bylaws so
provide.

# ARTICLE VI  BYLAW AMENDMENT

The
Board of Directors is authorized to make, adopt, amend, alter, or repeal the Bylaws of the
Corporation. The stockholders also shall have power to make, adopt, amend, alter, or
repeal the Bylaws of the Corporation, provided that any such adoption, amendment,
alteration, or

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repeal shall require the affirmative
vote of a majority of the Corporations outstanding stock entitled to vote thereon
and a majority of the outstanding stock of each class entitled to vote thereon as a class.

# ARTICLE VII  LIMITATION OF LIABILITY

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 to
the extent such exemption from liability or limitation thereof is not permitted under the
GCL. If the GCL is hereafter amended to authorize the further elimination or limitation of
the liability of a director, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any
repeal or modification of the foregoing provisions of this Article VII 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.

# ARTICLE VIII INDEMNIFICATION

Every
person who was or is a party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (Proceeding), by reason of the fact that he or
she or a person of whom he or she is the legal representative, 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, or as its
representative in a partnership, joint venture, trust, employee benefit plan, or other
enterprise, shall be indemnified and held harmless by the Corporation, and the Corporation
shall advance expenses to such person, to the fullest extent legally permissible under the
GCL, against all expenses, liabilities, and losses (including attorneys fees,
judgments, fines and amounts paid in settlement) reasonably incurred or suffered by him or
her in connection therewith. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers may be entitled by
law. No amendment or repeal of this Article VIII shall apply to or have any effect on any
right to indemnification provided hereunder with respect to any acts or omissions
occurring prior to such amendment or repeal. The right of indemnification shall be a
contract right that may be enforced in any manner desired by such person. The right of
indemnification shall not be exclusive of any other right that such directors, officers,
or representatives may have or hereafter acquire and, without limiting the generality of
such statement, they shall be entitled to their respective rights of indemnification under
any bylaws, agreement, vote of stockholders, provision of law or otherwise, as well as
their rights under this Article VIII. Notwithstanding any other provision of this
Article VIII, no person shall be entitled to indemnification or advancement of expenses
under this Article VIII with respect to any Proceeding, or any claim therein, brought
or made by him or her against the Corporation, unless such Proceeding or claim is approved
by the Board of Directors of the Corporation.

The
Board of Directors may adopt bylaws from time to time with respect to indemnification to
provide at all time the fullest indemnification permitted by the GCL, and

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may cause the Corporation to purchase
and maintain insurance, at the Corporations expense, on behalf of any person who 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 or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify such person
against such liability. The Corporation may also create a trust fund, grant a security
interest and/or use other means (including, but not limited to, letters of credit, surety
bonds and/or other similar arrangements), as well as enter into contracts providing
indemnification to the full extent authorized or permitted by law and including as part
thereof provisions with respect to any or all of the foregoing, to ensure the payment of
such amounts as may become necessary to effect indemnification as provided therein, or
elsewhere.

# ARTICLE IX  QUORUM

The
holders of shares entitled to one-third of the votes at a meeting of the stockholders,
present in person or represented by proxy at such meeting, shall constitute a quorum at
such meeting.

# ARTICLE X  BUSINESS COMBINATIONS
WITHINTERESTED STOCKHOLDERS

Section
203 of the GCL shall not be applicable to this Corporation.

# ARTICLE XI  AMENDMENTS

The
Corporation reserves the right at any time, and from time to time, to amend, alter,
change, or repeal any provision contained in this First Amended and Restated Certificate
of Incorporation, and other provisions authorized by the laws of the State of Delaware at
the time in force may be added or inserted, in the manner now or hereafter prescribed by
law; and all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors, or any other persons whomsoever by and pursuant to this First
Amended and Restated Certificate of Incorporation in its present form or as hereafter
amended are granted subject to the rights reserved in this Article XI.

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IN WITNESS
WHEREOF, this First Amended and Restated Certificate of Incorporation has been signed
by the Chief Executive Officer of the Corporation this 27th day of September,
2004, and the undersigned affirms that the statements made herein are true under the
penalties of perjury.

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| | /s/ Michael L. Hirschey
Michael L. Hirschey, Chief Executive Officer