AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                iSecureTrac Corp.

         The  undersigned,  Thomas E.  Wharton,  Jr.,  certifies  that he is the
President of iSecureTrac  Corp., a corporation  organized and existing under the
laws of the State of Delaware, and hereby certifies as follows:

         1.  The name of the Corporation is iSecureTrac Corp.

         2.  The  Original  Certificate  of  Incorporation  was  filed  with the
             Secretary of State of the State of Delaware on July 17, 1986, under
             the name Sage Analytics International, Inc.

         3.  This Restated  Certificate of  Incorporation of the corporation has
             been duly adopted by  resolutions  of the Board of Directors of the
             corporation  in accordance  with the  provisions of Section 242 and
             245 of the General  Corporation  Law of the State of Delaware  and,
             upon filing with the Secretary of State in accordance  with Section
             103,  shall  thenceforth  supersede  the  original  Certificate  of
             Incorporation,   as  heretofore  amended,  and  shall,  as  it  may
             thereafter be amended or  supplemented in accordance with its terms
             and  applicable  law, be the  Certificate of  Incorporation  of the
             corporation.

         4.  The text of the Certificate of  Incorporation of the corporation is
             hereby amended and restated to read in its entirety as follows:

                                 ARTICLE 1. NAME

         The name of the Corporation is iSecureTrac Corp.

                     ARTICLE 2. REGISTERED OFFICE AND AGENT

         The registered office of the Corporation in the State of Delaware is to
be located at 220 Continental  Drive, City of Newark,  County of New Castle; its
registered agent at the address shall be American Guaranty and Trust Company.

                               ARTICLE 3. PURPOSE

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

                            ARTICLE 4. CAPITAL STOCK

         The total  number of shares of stock which the  corporation  shall have
authority to issue is  151,000,000  consisting of  150,000,000  shares of Common
Stock,  $.001 par value per share (the "Common Stock"),  and 1,000,000 shares of
Preferred Stock, $.01 par value per share (the "Preferred Stock").
<PAGE>

         The  Preferred  Stock  may be  issued  from time to time in one or more
series.  The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred  Stock in one or more series and, by filing a certificate
pursuant to the applicable law of the State of Delaware (hereinafter referred to
as "Preferred Stock Designation"),  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 and  restrictions  thereof.  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   designation   of  the  series,   which  may  be  by
         distinguishing number, letter or title;

                  (b) The number of shares of the series, which number the Board
         of Directors may  thereafter  (except where  otherwise  provided in the
         Preferred  Stock  Designation)  increase or decrease (but not below the
         number of shares thereof then outstanding);

                  (c) The amounts  payable on, and the  preferences,  if any, of
         shares  of the  series  in  respect  of  dividends,  and  whether  such
         dividends, if any, shall be cumulative or noncumulative;

                  (d) Dates at which dividends, if any, shall be payable;

                  (e) The  redemption  rights and price or prices,  if any,  for
         shares of the series;

                  (f) The terms and amount of any sinking fund  provided for the
         purchase or redemption of shares of the series;

                  (g) The amounts  payable on, and the  preferences,  if any, of
         shares  of the  series  in the event of any  voluntary  or  involuntary
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         Corporation;

                  (h) Whether the shares of the series shall be convertible into
         or exchangeable  for shares of any other class or series,  or any other
         security, of the Corporation or any other corporation,  and, if so, the
         specification of such other class or series or such other security, the
         conversion  or  exchange  price  or  prices  or  rate  or  rates,   any
         adjustments  thereof,  the date or dates at which such shares  shall be
         convertible or  exchangeable  and all other terms and  conditions  upon
         which such conversion or exchange may be made;

                  (i)  Restrictions on the issuance of shares of the same series
         or of any other class or series; and

                  (j) The voting rights, if any, of the holders of shares of the
         series.

         Effective as of December 18, 1997, each twenty (20) outstanding  shares
of Common Stock and Preferred  Stock will be combined and converted into one (1)
share each of the Common Stock and Preferred Stock, respectively,  provided that
no  fractional  shares  shall be issued but shall be  rounded up to the  nearest
whole  number.  There shall be no  increase  or  decrease  in the  corporation's
authorized  capital  stock or its par value per share,  or in the  corporation's
capital.

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<PAGE>

         Effective as of 8:00 a.m.,  Eastern  Time,  on September  19, 2005 (the
"Effective Time"), each ten (10) outstanding shares of the Corporation's  Common
Stock, par value $0.001 per share, will be automatically  combined and converted
into one (1) share of the Common  Stock,  par value $0.001 per share;  provided,
however,  there shall be no decrease in the total number of shares of authorized
capital stock of the Corporation or any change to the par value per share of the
Corporation's  capital  stock as a result of such  combination  of shares,  and,
provided further,  that no fractional shares shall be issued as a result of such
combination  of shares,  but rather any holder at the Effective Time of a number
of  shares  of  Common  Stock  not  evenly  divisible  by ten will  receive  one
additional  whole share of Common Stock for such fractional share resulting from
such combination upon surrender of the certificate  representing such fractional
share,  and each such  additional  share  shall be duly  issued,  fully paid and
nonassessable for all purposes.

                          ARTICLE 5. PREEMPTIVE RIGHTS

         No stockholder of the Corporation  shall have any preemptive  rights to
purchase,  subscribe for or otherwise  acquire any share or other  securities of
the Corporation, whether now or hereafter authorized, and any and all preemptive
rights are hereby denied.

                              ARTICLE 6. DIRECTORS

         The  corporation  shall be under the direction of a board of directors.
The  number  of  directors  shall be  fixed  from  time to time by the  board of
directors.  The directors shall be elected at the annual shareholder meeting and
shall serve a one-year term until their successors are elected and qualify.  Any
director  may be removed  from office with or without  cause by the  affirmative
vote of the holders of the majority of the voting power of the then  outstanding
shares of stock entitled to vote generally in the election of directors.

                         ARTICLE 7. DIRECTORS' LIABILITY

         The personal  liability of the directors of the  Corporation  is hereby
eliminated to the fullest  extent  permitted by subsection (7) of subsection (b)
of Section 102 of the General  Corporation Law of the State of Delaware,  as the
same may be amended or supplemented.

                               ARTICLE 8. BY-LAWS

         The board of directors  shall have the power to amend from time to time
the  by-laws of the  Corporation.  Such action by the board of  directors  shall
require the  affirmative  vote of at least a majority of the  directors  then in
office at a duly  constituted  meeting of the board of directors called for such
purpose. The stockholders may amend by-laws made by the board of directors.

                              ARTICLE 9. [Reserved]

                             ARTICLE 10. [Reserved]

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<PAGE>

                           ARTICLE 11. INDEMNIFICATION

         The Corporation shall indemnify any person (a "Covered Person") who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a  "Proceeding"),  by reason of the fact that such Covered Person
is or was a director  or officer of the  Corporation,  or,  while a director  or
officer of the Corporation,  is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
limited liability  company,  joint venture,  trust or other  enterprise,  to the
fullest extent permitted by law.  Notwithstanding  the preceding  sentence,  the
Corporation shall be required to indemnify a Covered Person in connection with a
Proceeding  (or part thereof) only if the  commencement  of such  Proceeding (or
part thereof) by such Covered  Person was  authorized in advance by the Board of
Directors.

         IN  WITNESS   WHEREOF,   the   corporation  has  caused  this  Restated
Certificate  of  Incorporation  to be  signed by its  President  this 9th day of
September 2005.

                                         iSecureTrac Corp.



                                         By:  /s/  THOMAS E. WHARTON, JR.
                                            ---------------------------------
                                            Thomas E. Wharton, Jr.
                                            President





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