AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

     SportsNuts.com  International,  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 SportsNuts.com  International,  Inc., and
it was originally incorporated under the name of Durwood, Inc., and the original
Certificate of  Incorporation of the corporation was filed with the Secretary of
State of Delaware of July 12,  1996.  A Restated  Certificate  of  Incorporation
changing the corporate name to SportsNuts.com International, Inc. was filed with
the Secretary of State of the State of Delaware on April 6, 1999.

     2.  Pursuant to Section 242 and 245 of the General  Corporation  Law of the
State of Delaware,  this  Restated  Certificate  of  Incorporation  restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.

     3. The text of the Restated  Certificate  of  Incorporation  as  heretofore
amended or  supplemented  is hereby  restated and further amended to read in its
entirety as follows:
                          CERTIFICATE OF INCORPORATION
                                       OF
                                SPORTSNUTS, INC.

                                 ARTICLE I. NAME

       The name of the corporation is SPORTSNUTS, INC. (the "Corporation").

                          ARTICLE II. REGISTERED OFFICE

     The address of the Corporation's registered office in the State of Delaware
is Corporation Service Company, 1013 Centre Road, in the City of Wilmington,  in
the County of New Castle,  in the State of Delaware.  The name of the registered
agent at such address is Corporation Service Company.

                              ARTICLE III. PURPOSE

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

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                            ARTICLE IV. CAPITAL STOCK

     The  Corporation  is  authorized  to issue  two  classes  of  shares  to be
designated,  respectively,  "Preferred  Stock" and "Common Stock." The number of
shares  of  Preferred   Stock   authorized  to  be  issued  is  Twenty   Million
(20,000,000).  The number of shares of Common Stock  authorized  to be issued is
Two Hundred  Million  (200,000,000).  The  Preferred  Stock and the Common Stock
shall each have a par value of $.002 per share.

          (a)  Provisions  Relating to the Common  Stock.  Each holder of Common
     Stock is  entitled to one vote for each share of Common  Stock  standing in
     such  holder's  name on the  records  of the  Corporation  on  each  matter
     submitted to a vote of the  stockholders,  except as otherwise  required by
     law.

          (b)  Provisions  Relating to Preferred  Stock.  The Board of Directors
     (the "Board") is authorized,  subject to limitations  prescribed by law and
     the  provisions  of this  Article  IV, to provide  for the  issuance of the
     shares of Preferred  Stock in accordance with Sections 102(a) and 151(a) of
     the General  Corporation  Law of Delaware,  in one or more  series,  and 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  such  series,  and  to  fix  the  designation,  powers,
     preferences  and  rights  of  the  shares  of  each  such  series  and  the
     qualification, limitations or restrictions thereof.

                          ARTICLE V. BOARD OF DIRECTORS
          (a) Number.  The number of  directors,  constituting  the entire Board
     shall be fixed from time to time by vote of a majority of the entire Board,
     provided,  however, that the number of directors shall not be reduced so as
     to shorten the terms of any director at any time in office.

          (b) Classified  Board.  The Board shall be divided into three classes,
     as  nearly  equal  in  numbers  as  the  then  total  number  of  directors
     constituting  the entire Board permits with the term of office of one class
     expiring  each  year.  At the first  annual  meeting  of the  stockholders,
     directors  of the first  class will be  elected  to hold  office for a term
     expiring at the next  succeeding  annual  meeting,  directors of the second
     class  will be elected to hold  office  for a term  expiring  at the second
     succeeding annual meeting, and directors of the third class will be elected
     to hold office for a term expiring at the third succeeding annual meeting.

          (c)  Vacancies.  Vacancies  on  the  Board  shall  be  filled  by  the
     affirmative  vote of the majority of the remaining  directors,  though less
     than a quorum of the Board,  or by  election  at an annual  meeting or at a
     special meeting of the stockholders called for that purpose.

          (d) Election of directors need not be by written ballot.

                               ARTICLE VI. BY-LAWS

     In  furtherance  and not in  limitation  of the  powers  conferred  by
statute,  the Board is expressly authorized to make, alter, amend or repeal
the By-Laws of the Corporation.
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                             ARTICLE VII. LIABILITY

    To  the  fullest  extent   permitted  by  the  Delaware   General
Corporation  Law as the same exists or as may hereafter be amended,  no director
of  the  Corporation  shall  be  personally  liable  to the  Corporation  or its
stockholders  for or with respect to any acts or omissions in the performance of
his or her duties as a director of the  Corporation.  Any amendment or repeal of
this  Article  VII will not  eliminate  or  reduce  the  affect  of any right or
protection of a director of the Corporation  existing  immediately prior to such
amendment or repeal.

                    ARTICLE VIII.  SPECIAL VOTING REQUIREMENTS

    The following actions,  when submitted to the stockholders of the
Corporation for their  consideration,  shall require the affirmative  vote of at
least 66-2/3% of the outstanding  Common Stock of the Corporation:  amendment of
Sections (a), (b), or (c) of Article V of the Certificate of Incorporation.  The
foregoing voting requirements shall not otherwise be deemed to affect the voting
rights granted by this Certificate of Incorporation, by By-Laws, or the Delaware
General Corporation Law, to the Board.

    IN WITNESS  WHEREOF,  this Restated  Certificate of Incorporation
has been signed under the seal of the Corporation this 15th day of April, 2001.

                                      SPORTSNUTS, INC.


                                      By: /s/ Kenneth I. Denos
                                      ------------------------------------
                                          Kenneth I. Denos, Secretary