Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.

     International  Thoroughbred  Breeders,  Inc., a  corporation  organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

     1. The name of the corporation is INTERNATIONAL THOROUGHBRED BREEDERS, INC.
("the Corporation").

     2. The Corporation filed its original Certificate of Incorporation with the
Secretary of State of the State of Delaware on October 31, 1980. The Corporation
subsequently  filed a Certificate  of Amendment on March 16, 1981, a Certificate
of Amendment on July 25, 1983, a Certificate  of Amendment on February 20, 1986,
a Certificate  of Amendment on December 15, 1986, a Certificate  of Ownership on
January 9, 1987, a Certificate  of Amendment on March 12, 1992, a Certificate of
Ownership on August 26, 1997,  and a Certificate  of  Designation on January 21,
2000 (together, the "Current Certificate of Incorporation").

     3. This Restated Certificate of Incorporation was duly adopted by the Board
of Directors of the  Corporation  in accordance  with Section 245 of the General
Corporation Law of the State of Delaware.

     4. This Restated  Certificate of Incorporation only restates and integrates
and does not further amend the  provisions of the  Corporation's  Certificate of
Incorporation as heretofore amended or supplemented, and there is no discrepancy
between those  provisions  and the  provisions of this Restated  Certificate  of
Incorporation.

     5. The text of the Current  Certificate of Incorporation is hereby restated
in its entirety to read as follows:


        FIRST:  The  name  of  the  corporation  is  International  Thoroughbred
Breeders, Inc.

        SECOND:  The  registered  office of the  corporation is to be located at
1209  Orange  Street  Street,  in the City of  Wilmington,  in the County of New
Castle,  in the  State of  Delaware.  The name of its  registered  agent at that
address is The Corporation Trust Company.

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

        Without  limiting  in  any  manner  the  scope  and  generality  of  the
foregoing,  it is hereby provided that the corporation  shall have the following
purposes, objects and powers:


<PAGE>





        To purchase,  own,  maintain,  breed, foal, lease and sell, at wholesale
        and  at  retail,  by  itself  and  through  subsidiaries,  thoroughbred,
        standardbred  and any other types of horses as well as  interests in and
        services of such  animals;  and to own and operate farms for the purpose
        of breeding and maintaining such animals.

        To design,  produce,  manufacture,  market and sell at wholesale  and at
        retail,   by  itself  and  through   subsidiaries,   machinery  for  the
        manufacture of and/or products of every nature and description.

        To purchase, receive, take by grant, gift, devise, bequest or otherwise,
        lease  or  otherwise  acquire,  own,  hold,  improve,  employ,  use  and
        otherwise  deal in and with real or personal  property,  or any interest
        therein,  wherever  situated,  and to  sell,  convey,  lease,  exchange,
        transfer or otherwise  dispose of, or mortgage or pledge,  all or any of
        the corporation's property and assets, or any interest therein, wherever
        situated.

        To  build,  construct,  purchase,  exchange,  lease,  hire or  otherwise
        acquire, to hold, own, use, occupy,  operate,  improve, alter, maintain,
        develop, repair,  mortgage, sell, exchange,  divide, lease and otherwise
        encumber  and to  dispose  of,  and to  deal  and  trade  in any and all
        buildings,  structures,  factories,  homes, mobile and modular buildings
        and parks and interests  therein and make improvements of every kind and
        description,  and to let  offices,  stores,  shops,  apartments,  homes,
        factories,  or other space therein;  to procure permits or licenses from
        municipal  or  other  authorities  for the  erection,  maintenance,  and
        letting of buildings of every kind and  description  whatsoever  located
        and to do and perform  every act required or permitted by law to be done
        or  performed  in  the  erection,  maintenance  and  operation  of  such
        buildings,  and generally to engage in the business of real estate, both
        with respect to any property owned by the  corporation  and with respect
        to any other real estate.

        To purchase,  obtain by contract or  concession  or  otherwise  acquire,
        take, hold, own, develop,  explore,  exploit,  improve,  operate, lease,
        enjoy, control, manage or otherwise turn to account,  mortgage,  pledge,
        create liens upon, grant, sell,  exchange,  deal in, convey or otherwise
        dispose of, any and all natural resources,  lands, real estate,  leases,
        concessions,   licenses,   privileges,  grants,  rights,  land  patents,
        deposits,   wells,  mines,  quarries,   locations,   claims,  easements,
        leaseholds, tenements,  hereditaments and interests of every description
        and nature wheresoever located.

        To own, operate,  conduct and manage as principal or agent and generally
        to carry on the business of operating apartment houses,  hotels, motels,
        inns, camps, resorts,  theatres,  amusements of all kinds,  restaurants,
        cafes,   taverns,   purveyors   and  caterers  for  public  and  private
        consumption;  owners and operators of garages and parking spaces for the
        parking, sale,

                                       2
<PAGE>

        storing and repair of all kinds of vehicles,  including  motor  vehicles
        and dealers in supplies, accessories therefore.

        To act as agent,  broker, or attorney in fact, for others in purchasing,
        selling, leasing and otherwise dealing in and with real property, or any
        interest therein;  to negotiate and consummate  contracts and agreements
        for the purpose of  purchasing,  acquiring,  owning,  using,  improving,
        selling,  conveying,   mortgaging,  pledging,  leasing,  exchanging  and
        transferring real property, buildings,  improvements,  and any interests
        therein;  to act as agent for others in the  loaning  and  borrowing  of
        money, secured by real and personal property:  to engage in and carry on
        a general real estate  agency and brokerage  business,  and to engage in
        and carry on a mortgage brokerage business.

        To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
        pledge,  sell,  assign and transfer or otherwise dispose of, trade, deal
        in and deal with goods,  wages and merchandise and personal  property of
        every class and description.

        To purchase,  manufacture,  produce, assemble,  receive, lease or in any
        manner acquire,  hold, own, use, operate,  install,  maintain,  service,
        repair,  process,  alter, improve,  import, export, sell, lease, assign,
        transfer  and  generally  to trade  and deal in and with raw  materials,
        natural or  manufactured  articles or  products,  machinery,  equipment,
        devices, systems, parts, supplies,  apparatus, goods, wares, merchandise
        and personal property or every kind, nature or description,  tangible or
        intangible,  used or capable of being used for any  purpose  whatsoever;
        and to  engage  and  participate  in any  mercantile,  manufacturing  or
        trading business of any kind or character.

        To improve,  manage, develop, sell, assign,  transfer,  lease, mortgage,
        pledge or  otherwise  dispose  of or turn to account or deal with all or
        any part of the  property  of the  corporation  and from time to time to
        vary any investment or employment of capital of the corporation.

        To acquire, by purchase or otherwise,  turn to account,  license the use
        of, assign and deal with copyrights and intellectual and art properties,
        importing,  exporting,  franchising,  marketing,  distributing,  making,
        manufacturing  and generally  dealing in or with respect to, any and all
        kinds of written or oral  matter,  personal  property and in any and all
        equipment,   machinery,  plants,  facilities,  supplies  and  properties
        (whether real, personal or mixed,  improved or unimproved) in connection
        with the foregoing.

        To any extent now or hereafter authorized by law to conduct,  manage and
        carry on the business of rendering consulting and other general services
        to

                                       3
<PAGE>

        all persons,  firms,  partnerships  or  corporations,  associations  and
        institutions  and to carry  on said  business  in all of its  respective
        branches.

        To  acquire  or  issue   franchises   to  own,   operate   and   conduct
        establishments   performing  all  manner  of  services,   including  the
        preparation or furnishing of food and personal  property,  and services,
        and to provide and furnish financial  assistance in connection with such
        franchise.

        To apply  for,  obtain,  register  and  purchase,  lease,  franchise  or
        otherwise  to  acquire  and to hold,  own,  use,  develop,  operate  and
        introduce and to sell, assign, franchise,  grant licenses or territorial
        rights in respect to, or otherwise to turn to account or dispose of, any
        copyrights,  trademarks,  trade names,  brands,  labels,  patent rights,
        letters  patent  of  the  United  States  or of  any  other  country  or
        government,  inventions,  improvements  and  processes,  whether used in
        connection with or secured under letters patent or otherwise.

        To acquire,  hold, use, sell,  assign,  lease, grant licenses in respect
        of, mortgage or otherwise dispose of letters patent of the United States
        or  any  foreign  country,   patent  rights,  licenses  and  privileges,
        inventions, improvements and processes, copyrights, trademarks and trade
        names,  relating to or useful in  connection  with any  business of this
        corporation.

        To acquire  by  purchase,  subscription  or  otherwise,  and to hold for
        investment or otherwise and to use, sell,  assign,  transfer,  mortgage,
        pledge or otherwise  deal with or dispose of stocks,  bonds or any other
        obligations or securities of any corporation or  corporations;  to merge
        or consolidate  with any  corporation in such manner as may be permitted
        by law;  to aid in any manner any  corporation  whose  stocks,  bonds or
        other  obligations  are  held  or  in  any  manner  guaranteed  by  this
        corporation,  or in which this corporation is in any way interested; and
        to do any  other  acts  or  things  for  the  presentation,  protection,
        improvement  or  enhancement  of the value of any such  stock,  bonds or
        other  obligations;  and while owner of any such  stock,  bonds or other
        obligations  to  exercise  all the  rights,  powers  and  privileges  of
        ownership  thereof,  and to exercise any and all voting powers  thereon;
        and to guarantee the payment of dividends upon any stock,  the principal
        or  interest  or  both,  of any  bonds  or  other  obligations  and  the
        performance of any contracts.

        To act as agent or representative of corporations, firms and individuals
        and as such to  develop  and  extend the  business  interests  of firms,
        corporations and individuals.

        To provide services of every kind for business,  commercial,  financial,
        manufacturing, amusement, entertainment and home use.

                                       4
<PAGE>



        To  carry on a  general  investment  and  management  advisory  business
        relating  to  investments   and  the  operation  of  business,   plants,
        properties,  real and  personal  property of every  kind,  in the United
        States and foreign countries, subject to the applicable laws thereof.

        To acquire,  and pay for in cash,  stock or bonds of this corporation or
        otherwise,  the good will, rights, assets and property, and to undertake
        or assume the whole or any part of the obligations or liabilities of any
        person, firm, association or corporation.

        To  borrow  money,  and to make  and  issue  notes,  bonds,  debentures,
        obligations and evidences of indebtedness of all kinds,  whether secured
        by mortgage,  pledge, or otherwise,  without limit as to amount,  and to
        secure the same by mortgage,  pledge or otherwise; and generally to make
        and perform  agreements  and  contracts  of every kind and  description,
        including contracts of guaranty and suretyship.

        To lend money for its corporate purposes, invest and reinvest its funds,
        and take, hold and deal with real and personal  property as security for
        the payment of funds so loaned or invested.

        To promote,  finance and assist  financially  or  otherwise,  whether by
        loan, subsidy or otherwise, any firm, corporation, company, association,
        syndicate or other  entity in whose  business  affairs this  corporation
        shall have any interest,  and in connection  therewith and to the extent
        permitted by law, to guarantee the  performance  of any  undertaking  or
        obligation or the payment of dividends on stock.

        To borrow or raise moneys for any of the purposes of the corporation and
        from time to time without  limit as to amount,  to draw,  make,  accept,
        endorse, execute and issue promissory notes, drafts, bills and exchange,
        warrants,  bonds,  debentures  and other  negotiable  or  non-negotiable
        instruments and evidences of indebtedness,  and to secure the payment of
        any thereof  and of the  interest  thereof by  mortgage  upon or pledge,
        conveyance  or  assignment  in  trust  of the  whole  or any part of the
        property  of the  corporation,  whether at the time owned or  thereafter
        acquired,  and to sell,  pledge or  otherwise  dispose  of such bonds or
        other obligations of the corporation for its corporate purposes.

        To  participate  with others in any  corporation,  partnership,  limited
        partnership,  joint venture, or other association of any kind, or in any
        transaction,   undertaking  or  arrangement   which  the   participating
        corporation  would have power to conduct by itself,  whether or not such
        participation  involves  sharing or  delegation  of  control  with or to
        others;  and  to  be an  incorporator,  promoter  or  manager  of  other
        corporations of any type or kind.

                                       5
<PAGE>

        To pay pensions and  establish  and carry out pension,  profit  sharing,
        stock  options,  stock  purchase,  stock  bonus,  retirement,   benefit,
        incentive and commission plans,  trusts and provisions for any or all of
        its  Directors,  officers  and  employees,  and  for  any  or all of the
        Directors,  officers and employees of its  subsidiaries;  and to provide
        insurance for its benefit on the life of any its Directors,  officers or
        employees,  or on the  life  of any  stockholders  for  the  purpose  of
        acquiring at his death shares of its stock owned by such stockholder.

        The  business or purpose of the  corporation  is from time to time to do
        any one or more of the acts and things  hereinabove  set  forth,  and it
        shall have power to conduct and carry on its said business,  or any part
        thereof,  and to have one of more offices, and to exercise any or all of
        its corporate  powers and rights,  in the State of Delaware,  and in the
        various  other states,  territories,  colonies and  dependencies  of the
        United  States,  in the District of Columbia,  and in all or any foreign
        countries.

        The  enumeration  herein of the objects and purposes of the  corporation
        shall be  construed  as powers as well as objects and purposes and shall
        not be deemed to exclude by  inference  any powers,  objects or purposes
        which the  corporation  is empowered to exercise,  whether  expressly by
        force of the laws of the State of Delaware  now or  hereafter in effect,
        or impliedly by the reasonable construction of the said laws.

        The business  and purposes  specified  in the  foregoing  clauses  shall
expect  where  otherwise  expressed,  be in no  way  limited  or  restricted  by
reference  to,  or  inference  from,  the  terms  of any  other  clause  in this
certificate of incorporation, but the business and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent  business
purposes.

        FOURTH:  The  aggregate  number  of  shares  which  the  corporation  is
authorized  to issue is Twenty  Six  Million  (26,000,000),  to  consist of Five
Hundred  Thousand  (500,000) shares of Preferred Stock having a par value of $10
per  share,  Five  Hundred  Thousand  (500,000)  shares of Series A  Convertible
Preferred  Stock  having a par value of $100 per share,  and Twenty Five Million
(25,000,000) shares of Common Stock having a par value of $2.00 per share.

        The  designations,  preferences,  privileges  and voting  powers of each
class  of stock  of the  corporation  and the  restrictions  and  qualifications
thereof shall be as follows:

               A. PREFERRED STOCK

               (1)  Preferred  Stock may be  issued  from time to time in one or
more series,  each of such series to have such  designations,  relative  rights,
preferences  and  limitations as are stated and expressed in this Article and in
the resolution or resolutions  providing for the issue of such series adopted by
the Board of Directors as hereinafter provided.

               (2)  Authority  is  hereby  expressly  granted  to the  Board  of
Directors, subject to the provisions of this Article, to establish and designate
one or more series of Preferred  Stock and to fix the variations in the relative
rights,   preferences  and  limitations  of  each  series,   including   without
limitation:

              (a) The  number  of  shares  to  constitute  such  series  and the
       distinctive designations thereof;

              (b) The  dividend  rate to which such shares shall be entitled and
       the  restrictions,  limitations  and conditions  upon the payment of such
       dividends,  whether dividends shall be cumulative, the date or dates from
       which dividends (if cumulative)  shall  accumulate and the dates on which
       dividends (if declared) shall be payable;

              (c) Whether or not the shares of such series  shall be  redeemable
       and, if so, the terms,  limitations and restrictions with respect to such
       redemption,  including without  limitation the manner of selecting shares
       for  redemption  if less  than all  shares  are to be  redeemed,  and the
       amount, if any, in addition to any accrued dividends  thereon,  which the
       holders of shares of such series  shall be  entitled to receive  upon the
       redemption thereof,  which amount may vary at different  redemption dates
       and  may be  different  with  respect  to  shares  redeemed  through  the
       operation of any purchase, retirement or sinking fund and with respect to
       shares otherwise redeemed;

              (d) The amount in addition to any accrued  dividends thereon which
       the  holders of shares of such series  shall be entitled to receive  upon
       the voluntary or  involuntary  liquidation,  dissolution or winding up of
       the  corporation,  which amount may vary at different  dates and may vary
       depending  on  whether  such  liquidation,  dissolution  or winding up is
       voluntary or involuntary;

              (e) Whether or not the shares of such  series  shall be subject to
       the  operation of a purchase,  retirement or sinking fund and, if so, the
       terms,  limitations  and  restrictions  with respect  thereto,  including
       without  limitation  whether such  purchase,  retirement  or sinking fund
       shall be cumulative or non-  cumulative,  the extent to and the manner in
       which  such  fund  shall  be  applied  to  the  purchase,  retirement  or
       redemption  of the  shares  of such  series  for  retirement  or to other
       corporate purposes and the terms and provisions relative to the operation
       thereof;

              (f) Whether or not the shares of such series shall have conversion
       privileges  and, if so, prices or rates of conversion and the method,  if
       any, of adjusting the same;

              (g) The voting powers, if any, of such series; and

              (h) Any other relative rights, preferences and limitations thereof
       as shall not be inconsistent with this Article.

7
<PAGE>

               (3) All  shares of any one  series of  Preferred  Stock  shall be
identical with each other in all respects,  except that shares of any one series
issued at  different  times may  differ as to the  dates  from  which  dividends
thereof shall be cumulative.


               (4)  The  Board  of  Directors  may  provide  that  dividends  on
Preferred  Stock shall be declared and paid, or set apart for payment,  and that
the corporation shall not be in default under any obligation to redeem shares of
Preferred  Stock,  before any dividends shall be declared and paid, or set apart
for payment,  and before any other  distributions shall be made, on any class or
classes  of stock of the  corporation  ranking,  junior to the  Preferred  Stock
(except  dividends or other  distributions  in shares of such junior stock),  or
before the corporation  shall acquire any shares of such junior stock (except in
exchange for or out of the proceeds of sale of such junior stock).


               (5) In the event of any liquidation, dissolution or winding up of
the  corporation,  whether  voluntary  or  involuntary,  before  any  payment or
distribution of the assets of the corporation  shall be made to or set apart for
the  holders  of  shares  of any class or  classes  of stock of the  corporation
ranking junior to the Preferred  Stock, the holders of the shares of each series
of the  Preferred  Stock shall be entitled to receive  payment of the amount per
share fixed by the Board of Directors for the particular series,  plus an amount
equal to all dividends accrued thereon to the date of final distribution to such
holders;  but they shall be entitled to no further payment.  For the purposes of
this paragraph (5), the sale, conveyance, exchange or transfer (for cash, shares
of stock,  securities or other consideration) of all or substantially all of the
property  or  assets  of the  corporation  or a  consolidation  or merger of the
corporation  with  one  or  more  corporations  shall  not  be  deemed  to  be a
dissolution, liquidation or winding up, voluntary or involuntary.


               (6) So long as any of the  Preferred  Stock is  outstanding,  the
corporation

              (a) will not,  without the affirmative  vote or written consent of
       the holders of at least a majority of all the Preferred Stock at the time
       outstanding,  given in  person  or by  proxy,  either  in  writing  or by
       resolution  adopted  at a meeting  called for the  purpose,  at which the
       holders  of  the  Preferred  Stock,  regardless  of  series,  shall  vote
       separately  as a class,  i) create  any other  class or  classes of stock
       ranking  prior  to  the  Preferred   Stock  either  as  to  dividends  or
       liquidation,  or  increase  the  authorized  number of shares of any such
       other class of stock, or ii) amend, alter or repeal any of the provisions
       of this  Article so as  adversely  to affect the  preferences,  rights or
       powers of the Preferred Stock;

              (b) will not,  without the affirmative  vote or written consent of
       the holders of at least a majority of any  adversely  affected  series of
       the Preferred Stock at the time outstanding, given in person or by proxy,
       either in  writing  or by  resolution  adopted  at a meeting  called  the
       purpose (the holders of such series of the Preferred Stock  consenting or
       voting,  as the case may be,  separately  as a  class),  amend,  alter or
       repeal any of the  provisions  herein or in the resolution or resolutions
       adopted by the Board of Directors  providing for the issue of such series
       so as  adversely  to  affect  the  preferences,  rights  or powers of the
       Preferred

                                       8
<PAGE>

       Stock  of such  series,  provided,  however,  that  any  vote or  consent
       required  by clause  (ii) of the  subparagraph  (a) may be given and made
       effective by the filing of an appropriate  amendment of the corporation's
       Certificate of Incorporation without obtaining the vote or consent of the
       holders of the Common  Stock of the  corporation,  the right to give such
       vote or consent being  expressly  waived by holders of such Common Stock,
       unless the action to be taken  would  adversely  affect the  preferences,
       rights or powers of the Common Stock;  and provided further that any vote
       or  consent  required  by  subparagraph  (a)  above may be given and made
       effective by the filing of an appropriate  amendment of the corporation's
       Certificate of Incorporation without obtaining the vote or consent of the
       holders of any series of the Preferred Stock or the holders of the Common
       Stock of the  corporation,  the right to give such vote or consent  being
       expressly  waived by all holders of such other series of Preferred  Stock
       and Common Stock,  unless the action to be taken would  adversely  affect
       the preferences, rights or powers of such other series of Preferred Stock
       or Common Stock, as the case may be; and

              (c) The term  "outstanding"  when used in  reference  to shares of
       stock, shall mean issued Shares, excluding shares held by the corporation
       and shares called for redemption, funds for the redemption of which shall
       have been set aside or deposited in trust.


               (7)  The  shares  of  Preferred   Stock  may  be  issued  by  the
corporation  from  time to time for such  consideration,  not less  than the par
value thereof, as may be fixed from time to time by the Board of Directors.


               B. SERIES A CONVERTIBLE PREFERRED STOCK


               (1) The number of shares of Series A Convertible  Preferred Stock
which this corporation is authorized to issue is 500,000 shares, each of the par
value of $100.

               (2)  Holders  of the  Series A  Convertible  Preferred  Stock are
entitled  to share on a pro rata basis in cash  dividends  payable  annually  on
December  15,  commencing  December  15,  1983,  to  holders  of  record  on the
immediately preceding November 30, out of "net race track earnings" for the year
ended the preceding June 30, if any (as  hereinafter  defined).  "Net race track
earnings"  shall mean the net after tax income for the  applicable  year of this
corporation's  subsidiary  which owns and  operates  the Garden State Race Track
facility  in Cherry  Hill,  New  Jersey,  as  determined  by this  corporation's
independent  certified  public  accountants,  disregarding  carry-overs  and the
effects  of  consolidation.  Net  before  tax  income  will be  arrived at after
deduction of an annual  management fee due to this  corporation for each year of
1/2 of 1% of the  gross  betting  handle  at  such  track  for  such  year.  The
applicable  percentage of net race track  earnings to be distributed to Series A
Convertible  Preferred  Stockholders shall be 50% of such earnings for each year
through  June 30,  1987,  and 25% of such  earnings  thereafter.  Dividends  are
non-cumulative.  In computing net race track earnings or losses for a particular
year, no earnings or losses from other years will be carried over.

                                       9
<PAGE>

               (3)  Holders  of  outstanding  shares  of  Series  A  Convertible
Preferred Stock have no voting rights as stockholders of this corporation.


               (4) In the event of any  voluntary  or  involuntary  liquidation,
dissolution  or  winding  up of this  corporation,  the  holders of the Series A
Convertible  Preferred  Stock shall be  entitled to receive  $100 per share plus
accrued  dividends,  if any, prior to payment or  distribution  of its assets by
this  corporation with respect to its Common Stock or any other class or classes
ranking junior to the Series A Convertible Preferred Stock.


               (5)  Each  share  of  Series  A  Convertible  Preferred  Stock is
convertible  after  issuance  at the  option of the holder  into  shares of this
corporation's  Common  Stock  initially  at the rate of one  share  of  Series A
Convertible  Preferred  Stock for one share of Common Stock until July 31, 1988,
and  thereafter  until July 31,  1993,  at the rate of one-half  share of Common
Stock.  In the event a converting  Series A  Convertible  Preferred  Stockholder
would be entitled to a  fractional  share of Common  Stock upon  conversion,  no
fractional share shall be issued but this corporation  shall pay an amount equal
to the cash value of such fractional share otherwise issuable.


               (6) This  corporation  at its option may, on not less than 30 nor
more than 60 days prior written notice,  redeem outstanding shares of the Series
A Convertible Preferred Stock in whole or in part at any time after issuance and
prior to July 31,  1988,  at a  redemption  price of $10 per share plus  accrued
dividends.  Holders  of shares  called  for  redemption  shall have the right to
convert such shares up to a date 10 days prior to the effective redemption date.

               (7) So long as any of the Series A Convertible Preferred Stock is
outstanding, this corporation

              (a) will not,  without the affirmative  vote or written consent of
       the  holders  of at least a majority  of all of the Series A  Convertible
       Preferred  Stock at the time  outstanding,  given in  person or by proxy,
       either in writing or by  resolution  adopted at a meeting  called for the
       purpose, at which the holders of the Series A Convertible Preferred Stock
       shall vote separately as a class, i) create any other class or classes of
       stock ranking prior to the Series A Convertible Preferred Stock either as
       to dividends or liquidation,  or increase the authorized number of shares
       of any such other  class of stock,  or ii) amend,  alter or repeal any of
       the provisions of this Article so as adversely to affect the preferences,
       rights or powers of the Series A Convertible Preferred Stock;

              (b) will not,  without the affirmative  vote or written consent of
       the holders of at least a majority of any  adversely  affected  series of
       the Series A Convertible  Preferred Stock at the time outstanding,  given
       in person or by proxy,  either in writing or by  resolution  adopted at a
       meeting  called for the purpose (the holders of such Series A Convertible
       Preferred Stock consenting or voting, as the case may be, separately as a
       class),  amend,  alter or repeal any of the provisions  therein or in the
       resolution or resolutions adopted by the Board of Directors providing for
       the issue of such series as adversely to affect the  preferences,  rights

                                       10
<PAGE>

       or powers of the Series A Convertible Preferred Stock, provided, however,
       that any vote or consent  required  by clause  (ii) of  subparagraph  (a)
       above may be given and made  effective  by the  filing of an  appropriate
       amendment of this  corporation's  Certificate  of  Incorporation  without
       obtaining  the vote or consent of the holders of the Common Stock of this
       corporation,  the  right to give  such vote or  consent  being  expressly
       waived by holders  of such  Common  Stock,  unless the action to be taken
       would adversely  affect the  preferences,  rights or powers of the Common
       Stock;  and  provided  further  that  any  vote or  consent  required  by
       subparagraph  (a) above may be given and made  effective by the filing of
       an   appropriate   amendment  of  this   corporation's   Certificate   of
       Incorporation without obtaining the vote or consent of the holders of any
       other series of the Preferred Stock or the holders of the Common Stock of
       this corporation,  the right to give such vote or consent being expressly
       waived by all holders of such other series of Preferred  Stock and Common
       Stock,  unless  the  action  to  be  taken  would  adversely  affect  the
       preferences,  rights or powers of such other series of Preferred Stock or
       Common Stock, as the case may be; and

              (c) the term  "outstanding"  when used in  reference  to shares of
       stock,   shall  mean  issued  Shares,   excluding  shares  held  by  this
       corporation and shares called for redemption, funds for the redemption of
       which shall have been set aside or deposited in trust.

               (8) The  shares of Series A  Convertible  Preferred  Stock may be
issued by this  corporation from time to time for such  consideration,  not less
than the par value  thereof,  as may be fixed  from time to time by the Board of
Directors.


               C. COMMON STOCK

               Each share of Common  Stock  shall  have one vote on all  matters
including  the  election  of  directors.   In  the  event  of  any  liquidation,
dissolution  or winding up of the  corporation,  the holders of the Common Stock
shall be entitled, after payment or provision for payment of the debts and other
liabilities of the  corporation and subject to the prior rights of the Preferred
Stock and the Series A  Convertible  Preferred  Stock,  to share  ratably in the
remaining net assets of the corporation.

        FIFTH: [INTENTIONALLY OMITTED.]

        SIXTH: The corporation is to have perpetual existence.

        SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation,  and for further
definition,  limitation and regulation of the powers of the  corporation  and of
its directors and stockholders:

        (1) The number of  directors  of the  corporation  shall be such as from
time to time  shall  be fixed  by,  or in the  manner  provided  in the  bylaws.
Election of directors need not be by ballot unless the bylaws so provide.

                                       11
<PAGE>

        (2) The Board of Directors  shall have power  without the assent or vote
of the  stockholders

                    (a) To make,  alter,  amend,  change,  add to or repeal  the
          Bylaws of the  corporation,  to fix and vary the amount to be reserved
          for  any  proper  purpose;  to  authorize  and  cause  to be  executed
          mortgages  and  liens  upon  all or any  part of the  property  of the
          corporation;  to determine the use and  disposition  of any surplus or
          net profits;  and to fix the times for the  declaration and payment of
          dividends.

                    (b) To  determine  from  time to time  whether,  and to what
          extent,  and at what times and places,  and under what  conditions and
          regulations, the accounts and books of the corporation (other than the
          stock ledger) or any of them,  shall be open to the  inspection of the
          stockholders.

        (3) The directors in their discretion may submit any contract or act for
approval or  ratification  at any annual meeting of the  stockholders  or at any
meeting of the  stockholders  called for the purpose of considering any such act
or  contract,  and any  contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the  corporation  which is
represented  in person or by proxy at such  meeting and  entitled to vote threat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every  stockholder of
the  corporation,  whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.

        (4) In addition to the powers and authorities hereinbefore or by statute
expressly  conferred upon them,  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;  subject,  nevertheless,  to the provisions of the statutes of
Delaware,  of this certificate,  and to any bylaws from time to time made by the
stockholders;  provided,  however,  that no bylaws so made shall  invalidate any
prior act of the  directors  which  would have been valid if such bylaws had not
been made.

        EIGHT:  Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws 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 bylaws of the corporation.

        NINTH:  The corporation  shall, to the full extent  permitted by Section
145 of the  Delaware  General  Corporation  Law,  as amended  from time to time,
indemnify all persons whom it may indemnify pursuant thereto.

        TENTH:  Whenever a compromise or  arrangement  is proposed  between this
corporation and its creditors or any class of them/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 Code or on the application of trustees in
dissolution or of

                                       12
<PAGE>

any receiver or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware  Code order a meeting of the creditors or
class of creditors,  and/or of the stockholders or class of stockholders of this
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 this corporation as 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.

        ELEVENTH:  The corporation 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 law, and all rights and power  conferred
herein on stockholders, directors and officers are subject to this reservation.

        TWELVE:  No  director of the  corporation  shall have  liability  to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director  occurring  after  December  15,  1986 (the date on which the
Certificate of Amendment  amending the Certificate of  Incorporation  to include
this  Article  Twelfth  was  filed  with the  Secretary  of State of  Delaware);
provided, however, that the foregoing shall not limit or eliminate the liability
of a  director  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 an improper personal benefit.


     IN WITNESS WHEREOF, the undersigned  International  Thoroughbred  Breeders,
Inc.  has caused this  Restated  Certificate  of  Incorporation  to be signed by
Francis  W.  Murray,  its  President,  on  this  24th  day  of  December,  2004.




                                           /s/ Francis W. Murray
                                           -------------------------------
                                           Francis W. Murray








                                       13