RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                              NATCO INTERNATIONAL INC.


NATCO INTERNATIONAL INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware:

DOES HEREBY CERTIFY:

1.  This Restated Certificate of Incorporation restates the Certificate of
Incorporation of  NATCO INTERNATIONAL INC., which was originally incorporated
under the name Spectrum International Inc. The original Certificate of
Incorporation was filed with the Delaware Secretary of State on May 14, 1999.

2. This Restated Certificate of Incorporation was duly adopted pursuant to
Section 245 of the Delaware General Corporation Law, and was adopted by
resolution of the Board of Directors. This Restated Certificate of
Incorporation only restates and integrates and does not amend prior provisions
of the Certificate of Incorporation as theretofore amended or supplemented,
and there is no discrepancy between those provisions and this Restated
Certificate of Incorporation.

3. The Restated Certificate of Incorporation is as set forth below:

   FIRST. The name of this corporation is Natco International Inc.

   SECOND. The address of this corporation's registered Office in the State of
Delaware is One Rodney Square, 10th Floor, Tenth and King Streets in the City
of Wilmington County of New Castle, 19899. The name of its registered agent at
such address is RL&F Service Corp,

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

   FOURTH. The total number of shares of stock which this corporation shall
have authority to issue is fifty-five million (55,000,000) with a par value of
$.001 per share amounting to $55,000.00. Fifty million (50,000,000) of those
shares are Common Stock and five million (5,000,000) of those shares are
Preferred Stock. Each share of Common Stock shall entitle the holder thereof
to one vote, in person or by proxy, on any matter on which action of the
stockholders of this corporation is sought, The holders of shares of Preferred
Stock shall have no right to vote such shares, except (i) determined by the
Board of Directors of this corporation in accordance with the provisions of
Section (3) of ARTICLE FIFTH of this Certificate of Incorporation, or (ii) as
other-wise provided by the Delaware General Corporation Law, as amended from
time to time.

   FIFTH. The Board of Directors of this corporation shall be, and hereby is,
authorized and empowered, subject to limitations prescribed by law and the
provisions of the-Article FOURTH of this Certificate of Incorporation, to
provide for the issuance of the shares of Preferred Stock in 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 qualifications, limitations or restrictions
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:

     (1) The number of shares constituting such series and the distinctive
designation of such series;

     (2) The dividend rate on the shares of such series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of such series;

     (3) Whether such series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

     (4) Whether such series shall have conversion privileges, and, if so, the
terms and conditions of such conversion privileges, including provision for
adjustment of the conversion rate, in such events as the Board of Directors
shall determine;

     (5) Whether or not the shares of such series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or date
upon or after which those shares shall be redeemable, and the amount per share
payable in the event of redemption, which amount may vary in different
circumstances and at different redemption dates;

     (6) Whether that series shall have a sinking fund for the redemption or
purchase of shares of such series, and, if so, the terms and amount of such
sinking fund;

     (7) The rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolution or winding up of this corporation, and
the relative rights of priority, if any, of payment of shares of such series;
and

     (8) Any other relative rights, preferences and limitations of such
series.

     Dividends on issued and outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment prior to any dividends shall be
paid or declared and set apart for payment on the shares of Common Stock with
respect to the same dividend period.

     If, upon any voluntary or involuntary liquidation, dissolution or
winding up of this corporation, the assets of this corporation available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full and complete preferential amount to
which such holders are entitled, then such assets shall be distributed ratably
among the shares of all series of Preferred Stock in accordance with the
respective preferential amounts, including unpaid cumulative dividends, if
any, payable with respect thereto.

   SIXTH. Each director of this corporation shall not be personally liable
to this corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of such
director's duty of loyalty to this 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) pursuant to Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which such director
derived any improper personal benefit. In the event that the Delaware General
Corporation Law is amended to authorize corporate action further eliminating
or limited the personal liability of directors of this corporation. Then the
liability of each director of this corporation shall be eliminated or limited
to the fullest and most complete extent permitted by the Delaware General
Corporation Law, as so amended.

   Any repeal or modification of this article by the stockholders of this
corporation shall not adversely affect any right or protection of any director
of this corporation existing at the time of such repeal or modification.

   SEVENTH. This corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision specified in this
Certificate of Incorporation, and other provisions authorized by the laws of
the State of Delaware at any such time then 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 Certificate of
Incorporation in its present form or as hereafter amended are granted subject
to the rights reserved in this article.

  EIGHTH. (a) The number of directors constituting the entire Board of
Directors of this corporation shall be not less than three (3) nor more than
as fixed from time to time by vote of a majority of the entire Board of
Directors of this corporation; provided, however, that the number of directors
shall not be reduced so as to shorten the term of any director at the time in
office.

   (b) The Board of Directors of this corporation shall be divided into three
(3) classes, as nearly equal in numbers as the then total number of directors
constituting the entire Board of Directors permits, with the term of office of
one class expiring each year. At the first annual meeting of stockholders of
this corporation directors of the first class shall be elected to hold office
for a term expiring at the next succeeding annual meeting of those
stockholders, directors of the second class shall be elected to hold office
for a term expiring at the second succeeding annual meeting, and directors of
the third class shall be elected to hold office for a term expiring at the
third succeeding annual meeting of those stockholders. Any vacancies in the
Board of Directors for any reason, and any directorships resulting from any
increase in the number of directors, may be filled by the Board of Directors,
acting by a majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next election
of the class for which such directors shall have been chosen and until their
successors shall be elected and qualified. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class,
to elect one or more directors of this corporation, the terms of the director
or directors elected by such holders shall expire at the next succeeding
annual meeting of stockholders. Subject to the foregoing, at each annual
meeting of stockholders the successors to the class of directors whose terms
shall then expire shall be elected to hold office for a term expiring at the
third succeeding annual meeting of stockholders.

   (c) Notwithstanding any other provisions of this Certificate of
Incorporation or the bylaws of this corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the bylaws of this corporation), any director or the entire
Board of Directors of this Corporation may be removed at any time, but only
for cause and only by the affirmative vote of the holders of seventy-five
percent (75 %) or more of the outstanding shares of capital stock of this
corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the
stockholders of this corporation called for that purpose. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of this corporation, the
provisions of section (c) of this article shall not apply with respect to the
director or directors elected by such holders of Preferred Stock.

   NINTH. Subject to the provisions of any series of Preferred Stock of
this corporation which may at the time be issued and outstanding and
convertible into shares of Common Stock of this corporation, the affirmative
vote of at least two-thirds (2/3) of the outstanding shares of Common Stock
held by stockholders of this corporation other than the "related person" (as
defined later in this Certificate of Incorporation), shall be required for the
approval or authorization of any "business combination" (as defined later in
this Certificate of Incorporation) of this corporation with any related
person; provided, however, that such voting requirement shall not be
applicable if;

   (1) The business combination was approved by the Board of Directors of this
corporation either (A) prior to the acquisition by such related person of the
beneficial ownership of twenty percent (20%) or requisition the outstanding
shares of the Common Stock of this corporation, or (B) after such acquisition,
but only during such time as such related person has sought and obtained the
unanimous approval by the Board of Directors of this corporation of such
acquisition of more than 20% of the Common Stock prior to such acquisition
being consummated; or

   (2) The business combination is solely between this corporation and another
corporation, fifty percent (50%) or more of the voting stock of which is owned
by a related person; provided, however, that each stockholder of this
corporation receives the same type of consideration in such transaction in
proportion to his or her stockholdings; or

   (3) All of the following conditions are satisfied:

   (A) The cash or fair market value of the property, securities or other
consideration to be received per share by holders of Common Stock of this
corporation in the business combination is not less than the higher of (i) the
highest per share price (including brokerage commissions, soliciting dealers
fees, dealer-management compensation, and other expenses, including, but not
limited to, costs of newspaper advertisements, printing expenses and
attorneys' fees) paid by such related person in acquiring any of its holdings
of this corporation's Common Stock or (ii) an amount which has the same or a
greater percentage relationship to the market price of this corporation's
Common Stock immediately prior to the commencement of acquisition of this
corporation's Common Stock by such related person, but in no event in excess
of two (2) times the highest per share price determined in clause (i), above;
and

   (B) After becoming a related person and prior to the consummation of such
business combination, (i) such related person shall not have acquired any
newly issued shares of capital stock, directly or indirectly from this
corporation (except upon conversion of convertible securities acquired by it
prior to becoming a related person or upon compliance with the provision of
this article or as a result of a pro rata stuck dividend or stock split) and
(ii) such related person shall not have received the benefit, directly or
indirectly, (except proportionately as a stockholder) of any loans, advances,
guarantees, pledges or other financial assistance or tax credits provided by
this corporation, or made any major changes in this corporation's business or
equity capital structure; and

   (C) A proxy statement complying with the requirements of the Securities
Exchange Act of 1934, whether or not this corporation is then subject to such
requirements, shall be mailed to the public stockholders of this corporation
for the purpose of soliciting stockholder approval of such business
combination and shall contain at the front thereof, in a prominent place (i)
any recommendations as to the advisability (or inadvisability) of the business
combination which the continuing directors, or any outside directors, may
determine to specify, and (ii) the opinion of a reputable national investment
banking firm as to the fairness (or not) of the terms of such business
combination, from the point of view of the remaining public stockholders of
this corporation (such investment banking firm to be engaged solely on behalf
of the remaining public stockholders, to be paid a reasonable fee for its
services by this corporation upon receipt of such opinion, to be a reputable
national investment banking firm which has not previously been associated with
such related person and, if there are at the time any such directors, to be
selected by a majority of the continuing directors and outside directors).

For purposes of this article:

   (1) The term "business combination" shall be defined as and mean (a) any
merger or consolidation of this corporation with or into a related person; (b)
any sale, lease, exchange, transfer or other disposition, including, without
limitation. a mortgage or any other security device, of all or any substantial
part of the assets of this corporation, including, without limitation, any
voting securities of a subsidiary, or of a subsidiary, to a related person;
(c) any merger or consolidation of a related person with or into this
corporation or a subsidiary of this corporation; (d) any sale, lease,
exchange, transfer or other disposition of all or any substantial part of the
assets of a related person to this corporation or a subsidiary of this
corporation; (e) the issuance of any securities of this corporation or a
subsidiary of this corporation to a related person; (f) the acquisition by
this corporation or a subsidiary of this corporation of any securities of a
related person; (g) any reclassification of Common Stock of this corporation,
or any recapitalization involving Common Stock of this corporation consummated
within five (5) years after a related person becomes a related person, and (h)
any agreement, contract or other arrangement providing for any of the
transactions described in this definition of business combination.

   (2) The term "related person" shall be defined as and mean and include any
individual, corporation, trust, association, partnership or other person or
entity which, together with their "affiliates" and "associates" (defined later
in this Certificate Of Incorporation), "beneficially" owns (as this term is
defined in Rule 13d-3 of the General Rules and Regulations pursuant to the
Securities Exchange Act of 1934), in the aggregate 20 % or more of the
outstanding shares of the Common Stock of this corporation, and any affiliate"
or "associate" (as those terms are defined in Rule 12b-2 pursuant to the
Securities Exchange Act of 1934) of any such individual corporation, trust,
association, partnership or other person or entity;

   (3) The term "substantial part" shall be defined as and mean more than ten
percent (10 %) of the total assets of the corporation in question, as of the
end of its most recent fiscal year ending prior to the time the determination
is being made:

   (4) Without limitation, any shares of Common Stock of this corporation
which any related person has the right to acquire pursuant to any agreement,
or upon exercise of conversion rights, warrants or options, or otherwise,
shall be deemed beneficially owned by such related person;

   (5) For the purposes of this article, the term "other consideration to be
received" shall include, without limitation, Common Stock of this corporation
retained by its existing public stockholders in the event of a business
combination with such related person pursuant to which this corporation is the
surviving corporation; and

   (6) With respect to any proposed business combination, the term "continuing
director" shall be defined as and mean a director who was a member of the
Board of Directors of this corporation immediately prior to the time that any
related person involved in the proposed business combination acquired twenty
percent (20%) or more of the outstanding shares of Common Stock of this
corporation, and the term "outside director" shall be defined as and mean a
director who is not (a) an officer or employee of this corporation or any
relative of an officer or employee, (b) a related person or an officer,
director, employee, associate or affiliate of a related person, or a relative
of any of the foregoing, or (c) a person having a direct or indirect material
business relationship with this corporation.

   TENTH. No action required to be taken or which may be taken at any annual
or special meeting of stockholders of this corporation may be taken without a
meeting, and the power of stockholders to consent in writing, to the taking of
any action is specifically denied.

   ELEVENTH. All of the powers of this corporation, insofar as the same may
be lawfully vested by this Certificate of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this
corporation. In furtherance and not in limitation of that power, the Board of
Directors shall have the power to make, adopt, alter, amend and repeal from
time to time the bylaws of this corporation, subject to the right of
shareholders entitled to vote with respect thereto to adopt, alter, amend and
repeal bylaws made by the Board of Directors; provided, however, that the
bylaws shall not be adopted, altered, amended or repealed by the stockholders
of this corporation, except by the vote of the holders of not less than two
third (2/3) of the outstanding shares of stock entitled to vote upon the
election of directors.

   TWELFTH. This corporation shall not register any transfer of securities
issued by this corporation in any transaction that qualifies for the exemption
from registration requirements specified by the provisions of Regulation S
promulgated by the Securities and Exchange Commission, unless such transfer is
made in accordance with the provisions of Regulation S.

   The undersigned duly authorized officer of Natco International Inc hereby
acknowledges that the foregoing Restated Certificate of Incorporation has been
duly executed on  behalf of such corporation
on this 28 day of June, 2004.

_______________________


 /s/Raj-Mohinder S. Gurm
-------------------------------------
Raj-Mohinder S. Gurm