CERTIFICATE OF INCORPORATION

                                       OF

                            NEW AGE TRANSLATION, INC.

     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the
provisions of the Delaware General Corporation Law (the "DGCL"), does hereby
certify as follows:

          FIRST: The name of the Corporation is New Age Translation.

          SECOND: The address, including street, number, city and county of the
registered office of the Corporation in the State of Delaware is 615 South
DuPont Highway, Dover, Delaware 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
National Corporate Research, Ltd..

          THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the DGCL.

          FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is One Hundred Ten Million (110,000,000) shares,
all of such shares shall be $.00001 par value per share, without cumulative
voting rights and without any preemptive rights, and of which One Hundred
Million (100,000,000) shall be designated Common Stock and Ten Million
(10,000,000) shares shall be Preferred Stock, all of such Preferred Stock shares
shall be of such classes and series and have such voting powers, full or
limited, or no voting powers and such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof as the Board of Directors may determine from time to
time.

          FIFTH: The name and mailing address of the incorporator are as
follows:

               Name                  Mailing Address
               ----                  ---------------
               Kristina Trauger      c/o Anslow & Jaclin, LLP
                                     195 Route 9 South, Suite 204
                                     Manapalan, NJ 07726

          SIXTH: The election of directors shall be conducted in the manner
prescribed in or pursuant to the bylaws of the Corporation and need not be by
ballot.

          SEVENTH: In furtherance and not in limitation of the general powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, alter or repeal the Bylaws of the Corporation,
except as specifically otherwise provided therein.

          EIGHTH:

     A. Exculpation. A director of the Corporation shall not be personally
liable to the



Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (1) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (2) for acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law; (3) under section 174 of the DGCL; or (4) for any transaction
from which the director derived an improper personal benefit.

     B. Future Changes. A repeal or modification of this Article EIGHTH or, to
the fullest extent permitted by law, an amendment or modification of applicable
law shall not adversely affect any right or protection of a director of the
Corporation that exists at the time of the repeal or modification. If the DGCL
is amended to permit a Delaware corporation to provide greater protection from
personal liability for its directors than the express terms of this Article
EIGHTH, this Article EIGHTH shall be construed to provide for that greater
protection. No repeal or modification of this Article EIGHTH shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for and with respect to any acts or omissions of such director
occurring before such repeal or modification.

          NINTH:

     A. Indemnification. The Corporation must indemnify a person who was or is a
party or a witness, or is threatened to be made a party or a witness, in any
threatened, pending or completed action or proceeding, including without
limitation actions by or in the right of the Corporation, whether civil,
criminal, administrative, or investigative, by reason of the fact that the
person is or was a director or officer of the Corporation, or is or was serving
while a director or officer of the Corporation at the request of the Corporation
as a director, officer, employee, agent, fiduciary, or other representative of
another corporation (for profit or not-for-profit), limited liability company,
partnership, joint venture, trust, employee benefit plan, or other entity or
enterprise, against all liabilities, expenses (including without limitation
attorneys' fees), judgments, fines, excise taxes, and amounts paid in settlement
in connection with such action or proceeding, except to the extent such
indemnification is prohibited by applicable law.

     B. Advancement of Expenses. Expenses (including without limitation
attorneys' fees) incurred by any person who was or is a director or officer of
the Corporation in defending any action or proceeding referred to in Article
NINTH (A) shall automatically be paid by the Corporation, without the need for
action by the Board of Directors, in advance of the final disposition of the
action or proceeding, upon receipt of an undertaking by or on behalf of the
person to repay such amount if it is ultimately determined that the person is
not entitled to be indemnified by the Corporation.

     C. Exception. Notwithstanding anything in this Article NINTH to the
contrary, the Corporation is not obligated to indemnify any person under Article
NINTH (A) or advance expenses under Article NINTH (B) with respect to
proceedings, claims, or actions commenced by the person, other than mandatory
counterclaims and affirmative defenses.

     D. Interpretation. The indemnification and advancement of expenses provided
by or pursuant to this Article NINTH shall not be deemed exclusive of any other
rights to which any person seeking indemnification or advancement of expenses
may be entitled under any insurance policy, agreement, vote of stockholders or
directors, or otherwise, both as to actions in the person's official capacity
and as to actions in another capacity while holding an office, and shall


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continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors, and administrators of the person.
If the DGCL is amended to permit a Delaware corporation to provide greater
rights to indemnification and advancement of expenses for its directors and
officers than the express terms of this Article NINTH, this Article NINTH shall
be construed to provide for those greater rights.

     E. Contract. The duties of the Corporation to indemnify and to advance
expenses to a director or officer as provided in this Article NINTH are in the
nature of a contract between the Corporation and each such person, and an
amendment or repeal of any provision of this Article NINTH shall not alter, to
the detriment of such person, the right of the person to the advancement of
expenses or indemnification related to a claim based on an act or failure to act
that took place prior to the amendment or repeal or the termination of the
service of the person as a director or officer, whichever is earlier.

     F. Employees and agents. The Corporation may indemnify employees and agents
of the Corporation on the same basis as provided in this Article NINTH, and
advance expenses to employees and agents on the same basis as provided in this
Article NINTH, as the Board of Directors may from time to time determine or
authorize.

          TENTH: Subject to any other applicable provision of this certificate
of incorporation, this certificate of incorporation may be amended in the manner
prescribed at the time by statute, and all rights conferred upon stockholders in
this certificate of incorporation are granted subject to this reservation.

     IN WITNESS WHEREOF, the undersigned has executed this certificate this 22nd
day of November, 2006.

                                        /s/ Kristina Trauger
                                        ----------------------------------------
                                        Kristina Trauger
                                        Sole Incorporator

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