EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
ERESOURCE CAPITAL GROUP, INC.
eResource Capital Group, Inc. (the "CORPORATION"), a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:
FIRST: That the present name of the Corporation is eResource Capital Group, Inc., said Corporation was
originally incorporated under the name Keystone Medical Corp. and its original certificate of incorporation was
filed with the Secretary of State of the State of Delaware on December 20, 1982 (the
"ORIGINAL CERTIFICATE OF INCORPORATION");
SECOND: That the Corporation, from time to time, has duly amended its Original Certificate of Incorporation
and has filed the requisite Certificates of Amendment of Certificate of Incorporation with the Secretary of State of
the State of Delaware;
THIRD: That, at the annual meeting of the Corporation's Board of Directors held on January 19, 2001,
resolutions were duly adopted by the Corporation's Board of Directors setting forth this proposed restated
certificate of incorporation of said Corporation (the "RESTATED CERTIFICATE OF INCORPORATION");
FOURTH: That this Restated Certificate of Incorporation restates and integrates and does not further amend the
provisions of the Corporation's Certificate of Incorporation as theretofore amended and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of Incorporation;
FIFTH: That this Restated Certificate of Incorporation has been duly adopted in accordance with Section 245 of
the DGCL; and
That the text of the Restated Certificate of Incorporation is hereby restated and integrated to read in its entirety as
follows:
RESTATED
CERTIFICATE OF INCORPORATION
OF
ERESOURCE CAPITAL GROUP, INC.
ARTICLE I
The name of the Corporation is eResource Capital Group, Inc.
ARTICLE II
The registered office of the Corporation is located at 1209 Orange Street, Wilmington, New Castle Co