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").


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      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>

                          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]

                           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.


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<PAGE>

      IN WITNESS WHEREOF, the corporation has caused this Restated Certificate
of Incorporation to be signed by its President this 3rd day of June 2005.

                                       iSecureTrac Corp.


                                       By:
                                           -----------------------------------
                                          Thomas E. Wharton, Jr.
                                          President


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