RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               NOVADEL PHARMA INC.

                               ------------------

             (Pursuant to Section 245 of the General Corporation Law
                            of the State of Delaware)

                             * * * * * * * * * * * *

      NOVADEL  PHARMA INC., a  corporation  (the  "Corporation"),  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware (the "GCL") hereby certifies as follows:

(1)  The  name of the  Corporation  is  NOVADEL  PHARMA  INC.  The  Company  was
originally  incorporated  as  FLEMINGTON  PHARMACEUTICAL   CORPORATION  and  the
original  Certificate of  Incorporation  of the  Corporation  was filed with the
office of the  Secretary  of State of the State of  Delaware  on the 24th day of
November, 1998.

(2) This Restated  Certificate of Incorporation was duly adopted by the Board of
Directors of the Corporation in accordance with Section 245 of the GCL.

(3) This Restated  Certificate  of  Incorporation  restates and  integrates  the
Certificate  of  Incorporation  of the  Corporation,  as  heretofore  amended or
supplemented,  but  does  not  further  amend  any  of  the  provisions  of  the
Certificate  of  Incorporation  and  there  is  no  discrepancy   between  those
provisions and the provisions of this Restated Certificate of Incorporation.

(4) The text of the Certificate of  Incorporation is restated in its entirety as
follows:

                                   ARTICLE ONE
                                      NAME

      1.1 The name of the corporation  (hereinafter called the "Corporation") is
NOVADEL PHARMA INC.

                                   ARTICLE TWO
                      NAME AND ADDRESS OF REGISTERED AGENT

      2.1 The  address of the  Corporation's  registered  office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington,  County
of New Castle, zip code 19808. The name of the Corporation's registered agent at
such address is Corporation Service Company.

<PAGE>

                                  ARTICLE THREE
                               NATURE OF BUSINESS

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

                                  ARTICLE FOUR
                                  CAPITAL STOCK

      4.1 Authorized  Stock.  The total number of shares of all classes of stock
which the  Corporation  shall have  authority  to issue is one  hundred  and one
million  (101,000,000)  shares,  which are to be  divided  into two  classes  as
follows:

            100,000,000 shares of Common Stock, par value $.001 per share; and

            1,000,000 shares of Preferred Stock, par value $.001 per share.

      4.2  Designation of Relative  Rights,  Preferences and  Qualifications  of
Preferred  Stock.  The Board of  Directors  of the  Corporation  is  authorized,
subject to limitations  prescribed by law and the provisions of this Article, to
provide for the  issuance  from time to time in one or more series of any number
of the shares of Preferred Stock,  and, by filing a certificate  pursuant to the
Delaware  General  Corporation  Law,  to  establish  the  number of shares to be
included  in each such  series,  and to fix the  designation,  relative  rights,
preferences,  qualifications  and limitations of the shares of each such series.
The  authority  of the Board of  Directors  with  respect to each  series  shall
include, but not be limited to, determination of the following:

            (a) The number of shares  constituting  that series and  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 whether
they shall be payable in preference to, or in another relation to, the dividends
payable on any other class or classes or series of stock;

            (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   or  exchange
privileges, and, if so, the terms and conditions of such conversion or exchange,
including  provision for  adjustment of the  conversion or exchange 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 manner of
selecting shares for redemption if less than all shares are to be redeemed,  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 be  entitled  to the  benefit of a
sinking  fund to be  applied to the  purchase  or  redemption  of shares of that
series, and, if so, the terms and amounts of such sinking fund;

<PAGE>

            (g) The  right  of the  shares  of that  series  to the  benefit  of
conditions and restrictions upon the creation of indebtedness of the Corporation
or any subsidiary,  upon the issue of any additional stock (including additional
shares of such series or of any other  series) and upon the payment of dividends
or the making of other distributions on, and the purchase or redemption or other
acquisition by the Corporation or any subsidiary of any outstanding stock of the
Corporation;

            (h) The  rights  of the  shares  of that  series  in the  event of a
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation  and whether  such rights shall be in  preference  to, or in another
relation  to, the  comparable  rights of any other class or classes or series of
stock; and

            (i) Any other  relative,  participating,  optional or other  special
rights, qualifications, limitations or restrictions of that series.

      4.3 Status of Redeemed Shares of Preferred Stock.  Shares of any series of
Preferred  Stock which have been  redeemed  (whether  through the operation of a
sinking fund or otherwise) or which, if convertible or  exchangeable,  have been
converted  into or  exchanged  for shares of stock of any other class or classes
shall have the status of authorized  and unissued  shares of Preferred  Stock of
the same  series and may be  reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series of
Preferred  Stock to be  created by  resolution  or  resolutions  of the Board of
Directors or as part of any other series of Preferred  Stock, all subject to the
conditions  and the  restrictions  on issuance  set forth in the  resolution  or
resolutions  adopted by the Board of  Directors  providing  for the issue of any
series of Preferred Stock.

      4.4  Common  Stock  Voting  Rights.  Subject  to  the  provisions  of  any
applicable law, or except as otherwise provided by the resolution or resolutions
providing  for the issue of any  series  of  Preferred  Stock,  the  holders  of
outstanding  shares of Common Stock shall  exclusively  possess voting power for
the election of directors and for all other  purposes,  each holder of record of
shares of Common Stock being entitled to one vote for each share of Common Stock
standing in his name on the books of the Corporation.

      4.5 Common Stock Dividends. Except as otherwise provided by the resolution
or resolutions  providing for the issue of any series of Preferred Stock,  after
payment  shall  have been made to the  holders  of  Preferred  Stock of the full
amount of dividends to which they shall be entitled  pursuant to the  resolution
or  resolutions  providing for the issue of any series of Preferred  Stock,  the
holders of Common  Stock shall be entitled,  to the  exclusion of the holders of
preferred stock of any and all series, to receive such dividends as from time to
time may be declared by the Board of Directors.

      4.6 Rights of Common  Stock Upon  Liquidation,  Etc.  Except as  otherwise
provided by the resolution or resolutions  providing for the issue of any series
of Preferred Stock, in the event of any  liquidation,  dissolution or winding up
of the Corporation,  whether voluntary or involuntary,  after payment shall have
been made to the  holders of  Preferred  Stock of the full  amount to which they
shall be entitled  pursuant to the resolution or  resolutions  providing for the
issue of any series of  Preferred  Stock,  the holders of Common  Stock shall be
entitled,  to the  exclusion  of the holders of  Preferred  Stock of any and all
series, to share, ratably according to the number of shares of Common Stock held
by them, in all remaining  assets of the Corporation  available for distribution
to its stockholders.

<PAGE>

      4.7 Changes in Authorized  Stock.  The number of authorized  shares of any
class may be increased or decreased by the affirmative  vote of the holders of a
majority of the stock of the Corporation entitled to vote.

                                  ARTICLE FIVE
                                   MANAGEMENT

      5.1 The  management  of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The Board of Directors of
the Corporation shall have at all times at least one (1) director. The number of
directors shall be determined in the manner provided in the By-Laws.

                                   ARTICLE SIX
                              DURATION OF EXISTENCE

      6.1 The Corporation is to have perpetual existence.

                                  ARTICLE SEVEN
                        POWERS OF THE BOARD OF DIRECTORS

      7.1 In  furtherance  and not in  limitation  of the  powers  conferred  by
statute,  the Board of  Directors  is expressly  authorized  to adopt,  amend or
repeal  the  By-Laws  of the  Corporation  without  the  assent  or  vote of the
stockholders.

                                  ARTICLE EIGHT
                              ELECTION OF DIRECTORS

      8.1  Elections  of  directors  need not be by  written  ballot  unless the
By-Laws of the Corporation shall so provide.

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

                                  ARTICLE NINE
                             LIABILITY OF DIRECTORS

      9.1 A director of the  Corporation  shall not be 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 or the law,

                  (iii)  under  Section 174 of the  General  Corporation  Law of
Delaware, or

                  (iv) for any  transaction  from which the director  derived an
improper personal benefit.

<PAGE>

      9.2 If the General  Corporation  Law of  Delaware  is amended,  changed or
modified to  authorize  corporate  action  further  eliminating  or limiting the
personal  liability of directors to the  Corporation,  its stockholders or third
parties,  then  the  liability  of the  directors  of the  Corporation  shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of Delaware, as so amended,  changed or modified.  Any repeal,  amendment or
modification  of the provisions of this Article Nine by the  stockholders of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation  relating to claims arising in connection with events which took
place prior to the date of such repeal, amendment or modification.

                                   ARTICLE TEN
                                 INDEMNIFICATION

      10.1 The  Corporation  shall indemnify any person who was or is a party or
witness,  or is  threatened  to be made a party or witness,  to any  threatened,
pending or completed action, suit or proceeding (including,  without limitation,
an action,  suit or proceeding by or in the right of the  Corporation),  whether
civil,  criminal,  administrative  or  investigative  (including  a  grand  jury
proceeding),  by reason of the fact that he or she (i) is or was a  director  or
officer of the Corporation or, (ii) as a director or officer of the Corporation,
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee,  agent,  partner or trustee  (or in any similar  position)  of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  to the fullest extent  permitted by the General  Corporation Law of
Delaware and any other  applicable  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 Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment),  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and  reasonably  incurred by him or her in connection  with
such action,  suit or  proceeding,  or in  connection  with any appeal  thereof;
provided, however, that, except as provided in Section 10.2 of this Article with
respect to  proceedings to enforce rights to  indemnification,  the  Corporation
shall indemnify any such person in connection with an action, suit or proceeding
(or part  thereof)  initiated  by such  person  only if the  initiation  of such
action,  suit or  proceeding  (or part  thereof) was  authorized by the Board of
Directors.  Such right to indemnification  shall include the right to payment by
the Corporation of expenses incurred in connection with any such action, suit or
proceeding  in advance of its final  disposition;  provided,  however,  that the
payment of such  expenses  incurred  by a director  or officer in advance of the
final  disposition  of such action,  suit or proceeding  shall be made only upon
delivery to the Corporation of an undertaking,  by or on behalf of such director
or  officer,  to repay all  amounts  so  advanced  if it  should  be  determined
ultimately that such director or officer is not entitled to be indemnified under
this Article or otherwise.

      10.2 Any  indemnification  or advancement of expenses  required under this
Article shall be made  promptly,  and in any event within sixty (60) days,  upon
the written request of the person entitled  thereto.  If a determination  by the
Corporation  that the person is  entitled  to  indemnification  pursuant to this
Article is required, and the Corporation fails to respond within sixty (60) days
to a written  request for  indemnity,  the  Corporation  shall be deemed to have
approved such request. If the Corporation denies a written request for indemnity
or advancement of expenses,  in whole or in part, of if payment in full pursuant
to such request is not made within sixty (60) days, the right to indemnification
and  advancement  of expenses as granted by this Article shall be enforceable by
the  person in any court of  competent  jurisdiction.  Such  person's  costs and
expenses incurred in connection with successfully  establishing his or her right
to indemnification,  in whole or in part, in any such action or proceeding shall
also be indemnified by the Corporation. It shall be a defense to any such action
(other  than an action  brought to enforce a claim for  advancement  of expenses

<PAGE>

pursuant to this Article where the required undertaking has been received by the
Corporation)  that the claimant has not met the standard of conduct set forth in
the General Corporation Law of Delaware,  but the burden of proving such defense
shall be on the Corporation.  Neither the failure of the Corporation  (including
the Board of Directors,  independent  legal counsel or the stockholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable  standard of conduct set forth in the General Corporation
Law of Delaware, nor the fact that there has been an actual determination by the
Corporation (including the Board of Directors,  independent legal counsel or the
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

      10.3 The  indemnification  and  advancement  of expenses  provided  by, or
granted  pursuant  to, this Article  shall not be deemed  exclusive of any other
rights to which those seeking  indemnification or advancement of expenses may be
entitled under any by-law,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another  capacity while holding such office,  and shall continue as
to 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.  Any repeal or  modification of the provisions of this Article Ten shall
not  affect  any  obligations  of  the  Corporation  or  any  rights   regarding
indemnification and advancement of expenses of a director,  officer, employee or
agent with  respect to any  threatened,  pending or  completed  action,  suit or
proceeding  for  which   indemnification  or  the  advancement  of  expenses  is
requested,  in which the  alleged  cause of action  accrued at any time prior to
such repeal or modification.

      10.4 The Corporation may purchase and maintain insurance,  at its expense,
to protect itself and 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,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust,  employee  benefit plan or other  enterprise  against any
liability  asserted  against  him or her and  incurred by him or her in any such
capacity,  or  arising  out of his or her  status  as such,  whether  or not the
Corporation  would have the power to indemnify him or her against such liability
under the provisions of this Article, the General Corporation Law of Delaware or
otherwise.

      10.5 If this Article or any portion  thereof shall be  invalidated  on any
ground  by any  court of  competent  jurisdiction,  then the  Corporation  shall
nevertheless  indemnify  each  director  and  officer of the  Corporation  as to
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  with  respect to any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative or investigative,  including,  without  limitation,  a
grand jury  proceeding  and an action,  suit or proceeding by or in the right of
the Corporation,  to the fullest extent  permitted by any applicable  portion of
this Article that shall not have been  invalidated,  by the General  Corporation
Law of Delaware or by any other applicable law.

                                 ARTICLE ELEVEN
                            COMPROMISE WITH CREDITORS

      11.1  Whenever  a  compromise  or  arrangement  is  proposed  between  the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction within the State of Delaware,  may, in a summary fashion,  upon the
application of the  Corporation or of any creditor or stockholder  thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of the Delaware General  Corporation Law or on the

<PAGE>

application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation  under the provisions of Section 279 of the Delaware General
Corporation Law, order a meeting of the creditors or class of creditors,  and/or
of the stockholders or a 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  the
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 the Corporation,  as the case may be,
and also on this Corporation.

                                 ARTICLE TWELVE
                          CERTAIN BUSINESS COMBINATIONS

      12.1 The Corporation expressly elects not to be governed by Section 203 of
the General  Corporation  Law of the State of Delaware,  as amended from time to
time, relating to business combinations with interested stockholders.

      IN WITNESS  WHEROF,  Novadel  Pharma Inc. has caused this  Certificate  of
Amendment to be signed by it President and Chief Executive  Officer this 3rd day
of June 2004.





                             NOVADEL PHARMA INC.

                             By: /s/ Gary A. Shangold
                                 --------------------
                             Name: Gary A. Shangold, M.D.
                             Title: President and Chief Executive Officer