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EXHIBIT 3.1                         RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              NEWTEK CAPITAL, INC.

                  UNDER SECTION 807 OF THE BUSINESS CORPORATION
                          LAW OF THE STATE OF NEW YORK

The undersigned, being an officer of the Corporation, hereby certifies as
follows:

FIRST:          The name of the Corporation is:

                              NEWTEK CAPITAL, INC.

SECOND:         The Certificate of Incorporation of the Corporation was filed
with the Secretary of State of New York on the 29th day of June, 1999 under the
name Whitestone Holdings, Inc. and subsequently amended.

THIRD:          The Certificate of Incorporation is hereby amended to effect the
following changes:

                Article FIRST of the Certificate of Incorporation respecting the
                name of the Corporation is amended to read: The name of the
                Corporation is: NEWTEK BUSINESS SERVICES, INC.

                Article FIFTH of the Certificate of Incorporation respecting the
                address for the service of process is amended to read: The
                Secretary of State is designated as the agent of the Corporation
                upon whom process against the Corporation, may be served, and
                the address to which the Secretary of State shall mail a copy of
                any process against the Corporation served upon him is 100
                Quentin Roosevelt Blvd., Garden City, New York 11530.

The text of the Certificate of Incorporation, as amended, is hereby restated as
further amended to read as herein set forth in full:

                          CERTIFICATE OF INCORPORATION

                                       OF

                         NEWTEK BUSINESS SERVICES, INC.

                  Under section 402 of the Business Corporation
                          Law of the State of New York

                The undersigned, being of legal age, in order to form a
corporation under and pursuant to the laws of the State of New York, does hereby
set forth as follows:

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        FIRST:          The name of the Corporation is: NEWTEK BUSINESS
SERVICES, INC.

        SECOND:         The Corporation is formed to engage in any lawful act or
activity for which Corporations may be organized under the Business Corporation
Law of the State of New York, provided that it is not formed to engage in any
act or activity which requires the consent or approval of any state official,
department, board, agency or other body, without such approval or consent first
being obtained.

        THIRD:          The office of the Corporation in the State of New York
shall be located in the County of Nassau.

        FOURTH:         (a)     The aggregate number of shares that the
Corporation shall have the authority to issue is forty million (40,000,000)
shares, consisting of (a) thirty-nine million (39,000,000) shares of common
stock, $0.02 par value per share, and (b) one million (1,000,000) shares of
preferred stock, $0.02 par value per share.

                        (b)     The preferred stock may be issued from time to
time in one or more series. The Board of Directors is expressly authorized to
establish and designate series of the preferred stock and to fix number of
shares and the relative rights, preferences and limitations as between series,
including (but not in limitation of the powers herein conferred on the Board of
Directors and by the Business Corporation Law of New York) to establish,
designate and fix with respect to each series of preferred stock:

                        (1)     The designation or designations of such series
        and the number of shares (which number from time to time may be
        decreased by the Board of Directors, but not below the number of shares
        of such series then outstanding, or may be increased by the Board of
        Directors unless otherwise provided in creating such series)
        constituting such series;

                        (2)     The rate or amount and times at which, and the
        preference and conditions under which, dividends shall be payable on
        shares of such series, the status of such dividends as cumulative or
        non-cumulative, the date or dates from which dividends, if cumulative,
        shall accumulate, and the status of such shares as participating or
        non-participating after the payment of dividends as to which such shares
        are entitled to any preference;

                        (3)     The rights and preferences, if any, of the
        holders of shares of such series upon the liquidation, dissolution or
        winding up of the affairs of, or upon any distribution of the assets of
        the Corporation, which amount may vary depending upon whether such
        liquidation, dissolution or winding up is voluntary or involuntary and,
        if voluntary, may vary at different dates, and the status of the shares
        of such series as participating or non-participating after the
        satisfaction of any such rights and preferences;

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                        (4)     The full or limited voting rights, if any, to be
        provided for shares of such series, in addition to the voting rights
        provided by law;

                        (5)     The times, terms and conditions, if any, upon
        which shares of such series shall be subject to redemption, including
        the amount the holders of shares of such series shall be entitled to
        receive upon redemption (which amount may vary under different
        conditions or at different redemption dates) and the amount, terms,
        conditions and manner of operation of any purchase, retirement or
        sinking fund to be provided for the shares of such series;

                        (6)     The rights, if any, of holders of shares of such
        series and/or of the Corporation to convert such shares into, or to
        exchange such shares for, shares of any other class or classes or of any
        other series of the same class, the prices or rates of conversion or
        exchange, and adjustments thereto, and any other terms and conditions
        applicable to such conversion or exchange;

                        (7)     The limitations, if any, applicable while such
        series is outstanding on the payment of dividends or making of
        distributions on, or the acquisition or redemption of, common stock or
        any other class or shares ranking junior, either as to dividends or upon
        liquidation, to the shares of such series;

                        (8)     The conditions or restrictions, if any, upon the
        issue of any additional shares (including additional shares of such
        series or any other series or of any other class) ranking on a parity
        with or prior to the shares of such series either as to dividends or
        upon liquidation; and

                        (9)     Any other relative rights, preferences and
        limitations of shares of such series; in each case, so far as not
        inconsistent with the provisions of this Certificate of Incorporation or
        the Business Corporation Law of New York as then in effect. All shares
        of preferred stock shall be identical and of equal rank except in
        respect to the particulars that may be fixed by the Board of Directors
        as provided above, and all shares of each series of preferred stock
        shall be identical and of equal rank except in respect to the
        particulars that may be fixed by the Board of Directors as provided
        above.

        FIFTH:          The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation, may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the Corporation served upon him is 100 Quentin Roosevelt Blvd., Garden City, New
York 11530.

        SIXTH:          The shareholders or the Board of Directors of the
Corporation shall have the power to adopt, alter, amend or repeal the By-Laws of
the Corporation.

        SEVENTH:        (a)     The Corporation shall, to the fullest extent
permitted by Section 721 through 726 of the Business Corporation Law of New
York, indemnify any and all directors and officers whom it shall have power to
indemnify under the said

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sections from and against any and all of the expenses, liabilities or other
matters referred to in or covered by such sections, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
the persons so indemnified may be entitled under any By-Law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity by holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefits of the heirs, executors and
administrators of such a person.

                        (b)     A director of this Corporation shall not be
personally liable to the Corporation or its shareholders for damages for any
breach of duty in his or her capacity as a director, unless a judgment or other
final adjudication adverse to him or her establishes that (i) his or her acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law, or (ii) he or she personally gained in fact a financial or
other advantage to which he or she was not legally entitled, or (iii) his or her
acts violated Section 719 of the Business Corporation Law.

        EIGHTH:         A director or officer of the Corporation shall not, in
the absence of fraud, be disqualified from his or her office by dealing with or
contracting with the Corporation as vendor, purchase or otherwise.

                        In the absence of fraud, no transaction, contract or act
of the Corporation, the Board of Directors, the Executive Committee of the Board
of Directors, or any other duly constituted committee, shall be void, voidable
or affected by reason of the fact that any director or officer of the
Corporation, or any firm of which any director or officer of the Corporation is
a member, or any Corporation of which any director or officer of the Corporation
is an officer, director, or shareholder, is in any way interested in the
transaction, contract or act, if either:

                        (a)     the fact of such common directorship,
        officership, or financial or other interest is disclosed or known to the
        Board of Directors or the Executive Committee, and the Board of
        Directors or the Executive Committee approves the transaction, contract
        or act by a vote sufficient for such purposes without the vote of such
        interested director, if any; provided that any such director may be
        counted in determining the presence of a quorum at any such meeting of
        the Board of Directors or the Executive Committee; or

                        (b)     the fact of such common directorship,
        officership or financial or other interest is disclosed or known to the
        shareholders entitled to vote on the transaction, contract or act and
        the transaction, contract or act is approved by vote of the shareholders
        entitled to vote thereon, whether or not the Board of Directors or the
        Executive Committee has approved the transaction, contract or act.

                Any such transaction, contract or act which is ratified by a
majority in interest of a quorum of the shareholders of the Corporation having
voting power at any

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annual or special meeting called for such purpose, shall, if such common
ownership or financial or other interest is disclosed in the notice of the
meeting, be valid and as binding as though approved or ratified by every
shareholder of the Corporation, except as otherwise provided by the laws of the
State of New York.

                                    * * * * *

        FOURTH:         The amendment to the Certificate of Incorporation and
restatement of the Certificate of Incorporation has been authorized by the
holders of more than a majority of all the outstanding shares of the corporation
entitled to vote and subsequent to the affirmative vote of the Board of
Directors.

                IN WITNESS WHEREOF, the undersigned affirms that the statements
made herein are true under penalties of perjury this 25th day of November, 2002.

                                        /s/ Barry Sloane
                                     -----------------------------------
                                     Barry Sloane, Secretary

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