AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                      INTERAMERICAN ACQUISITION GROUP INC.

                    (PURSUANT TO SECTIONS 242 AND 245 OF THE
           DELAWARE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

     InterAmerican Acquisition Group Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

         1. The name of the Corporation is "InterAmerican Acquisition Group
Inc.".

         2. The Certificate of Incorporation of the Corporation was filed with
the office of the Secretary of State of the State of Delaware (the "Secretary of
State") on May 10, 2005.

         3. The text of the Certificate of Incorporation as heretofore amended
is hereby restated and further amended to read in its entirety as hereinafter
set forth:

     FIRST: The name of the corporation is InterAmerican Acquisition Group Inc.
(hereinafter sometimes referred to as the "Corporation").

     SECOND: The address of the registered office of the Corporation in Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of
the registered agent of the Corporation at such address is The Corporation Trust
Company.

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

     FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 91,000,000 of which 90,000,000
shares shall be Common Stock of the par value of $.0001 per share and 1,000,000
shares shall be Preferred Stock of the par value of $.0001 per share.

     A. Preferred Stock. The Board of Directors is expressly granted authority
to issue shares of the Preferred Stock, in one or more series, and to fix for
each such series such voting powers, full or limited, and such designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a "Preferred Stock Designation") and as
may be permitted by the GCL. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of







shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Preferred Stock Designation.

     B. Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.

     FIFTH: The following provisions (A) through (E) shall apply during the
period commencing upon the filing of this Certificate of Incorporation and
terminating upon the consummation of any "Business Combination,' and may not be
amended during the "Target Business Acquisition Period" without the affirmative
vote of at least 95% of the IPO shares cast at a meeting of stockholders of the
Corporation. A "Business Combination" shall mean the acquisition by the
Corporation, whether by merger, capital stock exchange, asset or stock
acquisition or other similar type of transaction, of an operating business
("Target Business"). The "Target Business Acquisition Period" shall mean the
period from the effectiveness of the registration statement filed in connection
with the Corporation's initial public offering ("IPO") up to and including the
first to occur of (a) a Business Combination or (b) the Termination Date
(defined below).

     A. Prior to the consummation of any Business Combination, the Corporation
shall submit such Business Combination to its stockholders for approval
regardless of whether the Business Combination is of a type which normally would
require such stockholder approval under the GCL. In the event that a majority of
the IPO Shares (defined below) cast at the meeting to approve the Business
Combination are voted for the approval of such Business Combination, the
Corporation shall be authorized to consummate the Business Combination; provided
that the Corporation shall not consummate any Business Combination if the
holders of 20% or more of the IPO Shares exercise their conversion rights
described in paragraph B below.

     B. In the event that a Business Combination is approved in accordance with
the above paragraph (A) and is consummated by the Corporation, any stockholder
of the Corporation holding shares of Common Stock issued in the IPO ("IPO
Shares") who voted against the Business Combination may, contemporaneous with
such vote, demand that the Corporation convert his IPO Shares into cash. If so
demanded, the Corporation shall, promptly after consummation of the Business
Combination, redeem such shares into cash at a per share redemption price equal
to the quotient determined by dividing (i) the amount in the Trust Fund (as
defined below), inclusive of any interest thereon, calculated as of two business
days prior to the consummation of the Business Combination, by (ii) the total
number of IPO Shares. "Trust Fund" shall mean the trust account established by
the Corporation at the consummation of its IPO and into which a certain amount
of the net proceeds of the IPO is deposited.


                                      -2-





     C. In the event that the Corporation does not consummate a Business
Combination by the later of (i) 18 months after the consummation of the IPO or
(ii) 24 months after the consummation of the IPO in the event that either a
letter of intent, an agreement in principle or a definitive agreement to
complete a Business Combination was executed but was not consummated within such
18 month period (such later date being referred to as the "Termination Date"),
the officers of the Corporation shall take all such action necessary to dissolve
and liquidate the Corporation as soon as reasonably practicable. In the event
that the Corporation is so dissolved and liquidated, only the holders of IPO
Shares shall be entitled to receive liquidating distributions and the
Corporation shall pay no liquidating distributions with respect to any other
shares of capital stock of the Corporation.

     D. A holder of IPO Shares shall be entitled to receive distributions from
the Trust Fund only in the event of a liquidation of the Corporation or in the
event he demands conversion of his shares in accordance with paragraph B, above.
In no other circumstances shall a holder of IPO Shares have any right or
interest of any kind in or to the Trust Fund.

     E. The Board of Directors shall be divided into three classes: Class A,
Class B and Class C. The number of directors in each class shall be as nearly
equal as possible. At the first election of directors by the incorporator, the
incorporator shall elect a Class C director for a term expiring at the
Corporation's third Annual Meeting of Stockholders. The Class C director shall
then appoint additional Class A, Class B and Class C directors, as necessary.
The directors in Class A shall be elected for a term expiring at the first
Annual Meeting of Stockholders, the directors in Class B shall be elected for a
term expiring at the second Annual Meeting of Stockholders and the directors in
Class C shall be elected for a term expiring at the third Annual Meeting of
Stockholders. Commencing at the first Annual Meeting of Stockholders, and at
each annual meeting thereafter, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Except as the
GCL may otherwise require, in the interim between annual meetings of
stockholders or special meetings of stockholders called for the election of
directors and/or the removal of one or more directors and the filling of any
vacancy in that connection, newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the removal of
directors for cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum (as defined in the
Corporation's Bylaws), or by the sole remaining director. All directors shall
hold office until the expiration of their respective terms of office and until
their successors shall have been elected and qualified. A director elected to
fill a vacancy resulting from the death, resignation or removal of a director
shall serve for the remainder of the fifth term of the director whose death,
resignation or removal shall have created such vacancy and until his successor
shall have been elected and qualified.

     SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition,


                                      -3-





limitation and regulation of the powers of the Corporation and of its directors
and stockholders.

     A. Election of directors need not be by ballot unless the by-laws of the
Corporation so provide.

     B. The Board of Directors shall have the power, without the assent or vote
of the stockholders, to make, alter, amend, change, add to or repeal the by-laws
of the Corporation as provided in the by-laws of the Corporation.

     C. The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interests, or for any other reason.

     D. In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the provisions of the statutes of
Delaware. of this Certificate of Incorporation, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.

     SEVENTH: A. 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 (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall he eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this paragraph A by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation with respect to events occurring
prior to the time of such repeal or modification.

         B. The Corporation, to the full extent permitted by Section 145 of the
GCL, as amended front time to time, shall indemnify all persons whom it may
indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding


                                      -4-




for which such officer or director may be entitled to indemnification hereunder
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized hereby.

     EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of' Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this Corporation
under Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may he, and also on this
Corporation.



                                      -5-





         IN WITNESS WHEREOF, the undersigned on behalf of the Corporation has
caused this Amended and Restated Certificate of Incorporation to be executed on
this 26th day of April, 2006

                                    INTERAMERICAN ACQUISITION GROUP, INC.


                                    By:/s/ William C. Morro
                                       ----------------------------------
                                       Name:  William C. Morro
                                       Title: Chief Executive Officer,
                                              Chief Financial Officer and
                                              Chairman