Certificates of Incorporation

[Form of Amended and Restated Certificate of Incorporation]

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

of

TRIAN ACQUISITION I CORP.

(Pursuant to Section 245 of
the Delaware General Corporation Law)

TABLE OF CONTENTS

[Form of Amended and Restated Certificate of Incorporation]

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

of

TRIAN ACQUISITION I CORP.

(Pursuant to Section 245 of
the Delaware General Corporation Law)

______________________________

Dated as of [          ], 2008

______________________________

TABLE OF CONTENTS

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CHEMOCENTRYX, INC.

ChemoCentryx, 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:

1. The name of the Corporation is ChemoCentryx, Inc. The original Certificate of Incorporation of ChemoCentryx, Inc. was filed with the Secretary of State of Delaware on November 8, 1996 under the name of ChemoGenX, Inc. The Corporation changed its name to ChemoCentryx, Inc. on May 7, 1997.

2. That by action taken by  . . .

                                                               Execution Version

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GOAMERICA, INC.


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

      ONE: The  Certificate of  Incorporation  of the Corporation was originally
filed with the  Secretary of State of the State of Delaware on  . . .

A&R CERTIFICATE OF INCORPORATION

                                                                     Exhibit 3.1

                                                               Execution Version

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GOAMERICA, INC .


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

      ONE: The  Certificate of  Incorporation  of the Corporation 

A&R CERTIFICATE OF INCORPORATION

                                                                     Exhibit 3.1

                                                               Execution Version

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GOAMERICA, INC.


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

      ONE: The  Certificate of  Incorporation  of the Corporation was originally

as follows:

      ONE: The  Certificate of  Incorporation  of the Corporation was originally
filed with the  Secretary of State of the State of Delaware on December 1, 1999,
under the name "GoAmerica,  Inc ." A Restated Certificate of Incorporation of the
Corporation  was filed with the  Secretary  of State of the State of Delaware on
August 18, 2005, under the name "GoAmerica, Inc." 

name "GoAmerica,  Inc." A Restated Certificate of Incorporation of the
Corporation  was filed with the  Secretary  of State of the State of Delaware on
August 18, 2005, under the name "GoAmerica, Inc ." A Certificate of Designations,
Powers,  Preferences and Rights of the Series A Preferred Stock (par value $0.01
per share) was filed with the  Secretary  of State of the 

The Restated  Certificate of Incorporation of the Corporation shall
be amended and restated to read in full as follows:

                                    ARTICLE I
                                    ---------

      The name of the corporation (hereinafter, the "Corporation") is GoAmerica,
Inc .

                                   ARTICLE II
                                   ----------

      The  address  of the  Corporation's  registered  office  in the  State  of
Delaware is Corporation Service  Corporation,  2711 Centerville Road, Suite 400,
Wilmington,  County of New Castle,  

RESTATED CERTIFICATE OF INCORPORATION

OF

MOVIE STAR, INC.

UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

The undersigned, being the President and Chief Executive Officer of MOVIE STAR, INC. (the �Corporation�), in accordance with the provisions of Section 807 of the Business Corporation Law of the State of New York (the �BCL�), does hereby certify that:

1. The name of the Corporation is Movie Star, Inc. The Corporation was incorporated under the name Industrial Undergarment Corporation.

2. The Certificate of Incorporation of the Corporation was filed by the Department of  . . .