<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>v07806_ex3-1.txt
<TEXT>
                                                                     EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           DYADIC INTERNATIONAL, INC.


           Dyadic  International,   Inc.  (the  "Corporation"),   a  corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "GCL"), hereby certifies as follows:

            First: The name of the Corporation is Dyadic  International,  Inc. A
Certificate of  Incorporation  of the  Corporation  was originally  filed by the
Corporation with the Secretary of State of Delaware on September 23, 2002 and an
Amended and Restated  Certificate of Incorporation  was filed with the Secretary
of State of  Delaware  on  November  1, 2004.  The  Corporation  was  originally
incorporated under the name CCP Worldwide, Inc.

            Second:  This Restated  Certificate  of  Incorporation  restates and
integrates,  but does not further amend,  the  provisions of the  Certificate of
Incorporation of the Corporation as originally  filed and heretofore  amended or
supplemented,  and there is no  discrepancy  between  those  provisions  and the
provisions  of  this  Restated  Certificate  of  Incorporation.   This  Restated
Certificate of Incorporation  was duly adopted in accordance with the provisions
of Section 245 of the GCL, and was approved by unanimous  written consent of the
directors of the Corporation without a vote of the stockholders.

            Third:   The  text  of  the  Certificate  of  Incorporation  of  the
Corporation  is  hereby  restated  and  superseded  to read in its  entirety  as
follows:

                                    ARTICLE I
                               NAME OF CORPORATION

           The  name  of  this   corporation  (the   "Corporation")   is  Dyadic
International, Inc.

                                   ARTICLE II
                                REGISTERED OFFICE

           The address,  including  street,  number,  city,  and county,  of the
registered  office  of  the  Corporation  in  the  State  of  Delaware  is  2711
Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and
the name of the registered  agent of the Corporation in the State of Delaware at
such address is Corporation Service Company.

                                   ARTICLE III
                                     PURPOSE

           The  purpose  of the  Corporation  is to engage in any  lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware (the "GCL").


<PAGE>


                                   ARTICLE IV
                                AUTHORIZED STOCK

           The  total  number  of  shares  of all  classes  of stock  which  the
Corporation  shall have  authority  to issue shall be one hundred  five  million
(105,000,000) shares, of which one hundred million (100,000,000) shares shall be
common stock, par value $0.001 per share (the "Common Stock"),  and five million
(5,000,000)  shares shall be preferred  stock,  par value $0.0001 per share (the
"Preferred Stock"). All of the shares of Common Stock shall be of one class.

           The shares of Preferred Stock shall be  undesignated  Preferred Stock
and  may be  issued  from  time to time  in one or  more  series  pursuant  to a
resolution  or  resolutions  providing for such issuance and duly adopted by the
Board of Directors of the Corporation, authority to do so being hereby expressly
vested  in the  Corporation's  Board of  Directors.  The Board of  Directors  is
further authorized to determine or alter the rights, preferences, privileges and
restrictions  granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of  Preferred  Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation,  within the limits and  restrictions  stated in any  resolution  or
resolutions  of the Board of  Directors  originally  fixing the number of shares
constituting  any series,  may increase or decrease (but not below the number of
shares in any such series when  outstanding)  the number of shares of any series
subsequent to the issuance of shares of that series.

           The  authority  of the Board of  Directors  of the  Corporation  with
respect to each such class or series of Preferred  Stock shall include,  without
limitation of the foregoing, the right to determine and fix:

                      (a) the  distinctive  designation  of such class or series
           and the number of shares to constitute such class or series;

                      (b) the  rate at which  dividends  on the  shares  of such
           class or series  shall be declared and paid or set aside for payment,
           whether  dividends at the rate so  determined  shall be cumulative or
           accruing,  and  whether  the shares of such class or series  shall be
           entitled  to any  participating  or other  dividends  in  addition to
           dividends at the rate so determined, and if so, on what terms;

                      (c) the right or obligation, if any, of the Corporation to
           redeem shares of the  particular  class or series of Preferred  Stock
           and, if redeemable, the price, terms and manner of such redemption;

                      (d) the special and relative  rights and  preferences,  if
           any,  and the amount or amounts  per share,  which the shares of such
           class or series of Preferred  Stock shall be entitled to receive upon
           any voluntary or involuntary  liquidation,  dissolution or winding up
           of the Corporation;

                      (e) the terms and conditions, if any, upon which shares of
           such class or series shall be convertible  into, or exchangeable for,
           shares of capital  stock of any other class or series,  including the
           price or prices or the rate or rates of  conversion  or exchange  and
           the terms of adjustment, if any;


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<PAGE>


                      (f) the obligation,  if any, of the Corporation to retire,
           redeem or  purchase  shares of such  class or  series  pursuant  to a
           sinking fund or fund of a similar nature or otherwise,  and the terms
           and conditions of such obligations;

                      (g) voting  rights,  if any, on the issuance of additional
           shares of such  class or series or any  shares of any other  class or
           series of Preferred Stock;

                      (h)  limitations,  if any, on the  issuance of  additional
           shares of such  class or series or any  shares of any other  class or
           series of Preferred Stock; and

                      (i)  such  other  preferences,   powers,   qualifications,
           special or  relative  rights and  privileges  thereof as the Board of
           Directors  of  the  Corporation,   acting  in  accordance  with  this
           Certificate  of  Incorporation,   may  deem  advisable  and  are  not
           inconsistent  with the law and the provisions of this  Certificate of
           Incorporation.

                                    ARTICLE V
                          [OMITTED AS PERMITTED BY GCL]

                                   ARTICLE VI
                              ELECTION OF DIRECTORS

           A. The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors.

           B.  The  election  of  directors  of the  Corporation  need not be by
written ballot unless otherwise required by the Bylaws of the Corporation.

           C.  Subject to the rights of the  holders of any series of  Preferred
Stock to elect additional directors under specified circumstances,  the Board of
Directors  shall be divided into three  classes  designated as Class I, Class II
and Class  III,  respectively.  Promptly  following  the  effectiveness  of this
Section  C,  directors  shall be  assigned  to each class in  accordance  with a
resolution or  resolutions  adopted by the Board of Directors.  Each class shall
consist,  as nearly as  possible,  of one-third of the total number of directors
constituting  the entire Board of  Directors.  The term of office of the Class I
directors shall expire at the annual meeting of stockholders to be held in 2005,
and,  at that  meeting,  Class I  directors  shall be elected for a full term of
three years.  At the annual meeting of stockholders to be held in 2006, the term
of office of the Class II directors  shall expire,  and Class II directors shall
be elected for a full term of three years. At the annual meeting of stockholders
to be held in 2007, the term of office of the Class III directors  shall expire,
and Class III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the  directors of the class whose terms expire at
such annual  meeting.  If the number of  directors  is  changed,  an increase or
decrease shall be apportioned  among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director


                                       3
<PAGE>


of any class elected to fill a vacancy  resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of that
class,  but in no case shall a decrease  in the  number of  directors  remove or
shorten the term of any incumbent director.

           D.  Notwithstanding  the foregoing  provisions of this section,  each
director  shall serve until his successor is duly elected and qualified or until
his death, resignation or removal.

           E. No stockholder shall be entitled to cumulate votes in the election
of directors.  Directors  may only be removed for cause,  as provided in Section
141(k)(1) of the GCL.

           F.  Subject to the rights of the  holders of any series of  Preferred
Stock,   any  vacancies  on  the  Board  of  Directors   resulting  from  death,
resignation,  disqualification,  removal or other  causes and any newly  created
directorships  resulting  from any increase in the number of  directors,  shall,
unless the Board of Directors  determines by resolution  that any such vacancies
or newly created  directorships  shall be filled by the stockholders,  except as
otherwise  provided by law, be filled only by the affirmative vote of a majority
of the directors then in office,  even though less than a quorum of the Board of
Directors, and not by the stockholders.  Any director elected in accordance with
the preceding  sentence  shall hold office for the remainder of the full term of
the  director  for which the  vacancy  was  created or  occurred  and until such
director's successor shall have been elected and qualified.

           G.  If at the  time of  filling  any  vacancy  or any  newly  created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase),  the
Delaware  Court  of  Chancery  may,  upon  application  of  any  stockholder  or
stockholders  holding  at least ten  percent  (10%) of the  total  number of the
shares at the time  outstanding  having  the  right to vote for such  directors,
summarily  order an  election  to be held to fill any  such  vacancies  or newly
created directorships,  or to replace the directors chosen by the directors then
in offices as aforesaid,  which election shall be governed by Section 211 of the
GCL.

           H. Notwithstanding the foregoing,  whenever the holders of any one or
more series of Preferred Stock issued by the  Corporation  shall have the right,
voting  separately by series, to elect directors at an annual or special meeting
of stockholders,  the election,  term of office,  filling of vacancies and other
features of such  directorships  shall be governed by the terms of the series of
Preferred Stock applicable  thereto,  and such directors so elected shall not be
divided into classes  pursuant to this Article VI unless  expressly  provided by
such terms.

                                   ARTICLE VII
                                     BYLAWS

           Subject to paragraph (h) of Section  11.01 of the Bylaws,  the Bylaws
may be altered or amended or new Bylaws  adopted by the  affirmative  vote of at
least sixty-six and two-thirds  percent  (66-2/3%) of the voting power of all of
the then outstanding  shares of the voting stock of the corporation  entitled to
vote.  The Board of  Directors  shall  also have the power to adopt,  amend,  or
repeal Bylaws.


                                       4
<PAGE>


                                  ARTICLE VIII
                               NUMBER OF DIRECTORS

           The  number  of  directors  that  constitutes  the  entire  Board  of
Directors  of the  Corporation  shall  be  fixed  exclusively  by  one  or  more
resolutions adopted by the Board of Directors.

                                   ARTICLE IX
                            MEETINGS OF STOCKHOLDERS

           A. Meetings of  stockholders of the Corporation may be held within or
without the State of Delaware, as the Bylaws of the Corporation may provide. The
books of the  Corporation  may be kept (subject to any  provisions of applicable
statutes)  outside  the  State of  Delaware  at such  place or  places as may be
designated from time to time by the Board of Directors of the Corporation.

           B. No action shall be taken by the  stockholders  of the  Corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws.

           C.  Advance  notice of  stockholder  nominations  for the election of
directors  and of business to be brought by  stockholders  before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws.

           D. Special  meetings of the  stockholders of the Corporation may only
be called,  for any  purpose or  purposes,  by (i) the  Chairman of the Board of
Directors,  (ii) the Chief  Executive  Officer,  or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any such  resolution  is  presented  to the  Board of
Directors for adoption).

           E.  Notwithstanding  any  other  provisions  of this  Certificate  of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote,  but in  addition  to any  affirmative  vote of the  holders  of any
particular  class or series of the voting stock of the  Corporation  required by
law, this  Certificate of  Incorporation or the terms of any series of Preferred
Stock,  the affirmative vote of the holders of at least sixty-six and two-thirds
percent  (66-2/3%) of the voting power of all of the then outstanding  shares of
the voting  stock,  voting  together  as a single  class,  shall be  required to
approve  any of the  following  actions  if  such  action  is not  affirmatively
recommended by the Board of Directors:

                      (1) the merger or  consolidation  of the Corporation  with
any other corporation or entity;

                      (2) the sale,  conveyance or other  disposition  of all or
substantially all of the assets of the Corporation; or

                      (3) the conversion of the Corporation into another type of
corporation or entity.


                                       5
<PAGE>


                                    ARTICLE X
                      LIMITATION ON LIABILITY OF DIRECTORS;
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS;
                         PERSONAL LIABILITY OF DIRECTORS

           The Corporation shall indemnify each of the  Corporation's  directors
and officers in each and every situation where, under Section 145 of the GCL, as
amended  from time to time  ("Section  145"),  the  Corporation  is permitted or
empowered  to make  such  indemnification.  The  Corporation  may,  in the  sole
discretion  of the Board of Directors of the  Corporation,  indemnify  any other
person who may be  indemnified  pursuant  to Section  145 to the extent that the
Board of Directors deems advisable, as permitted by Section 145.

           No director  shall be  personally  liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director of the  Corporation  (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 subsequently
amended  to further  eliminate  or limit the  liability  of a  director,  then a
director  of the  Corporation,  in  addition  to the  circumstances  in  which a
director is not personally liable as set forth in the preceding sentence,  shall
not be liable to the fullest  extent  permitted by the amended GCL. For purposes
of this Article X,  "fiduciary  duty as a director"  shall include any fiduciary
duty  arising  out of service  at the  Corporation's  request  as a director  of
another  corporation,  partnership,  joint  venture  or  other  enterprise,  and
"personal  liability to the Corporation or its  stockholders"  shall include any
liability to such other corporation,  partnership, joint venture, trust or other
enterprise  and  any  liability  to  the   Corporation  in  its  capacity  as  a
securityholder, joint venturer, partner, beneficiary, creditor or investor of or
in any  such  other  corporation,  partnership,  joint  venture,  trust or other
enterprise.

           Neither any  amendment  nor repeal of this Article X nor the adoption
of any provision of this  Certificate of  Incorporation  inconsistent  with this
Article X shall  eliminate  or reduce the effect of this Article X in respect of
any matter occurring,  or any cause of action,  suit or claim that, but for this
Article X, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

                                   ARTICLE XI
                            COMPROMISE OR ARRANGEMENT

           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 on the  application  of any  receiver or  receivers
appointed  for  this  Corporation  under  Section  291  of  the  GCL  or on  the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under  Section  279 of the GCL,  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


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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  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  be,  and  also  on  this
Corporation.

                                   ARTICLE XII
                           AMENDMENT OF PROVISIONS OF
                          CERTIFICATE OF INCORPORATION

           A. The  corporation  reserves the right at any time, and from time to
time,  to amend,  alter,  change  or repeal  any  provisions  contained  in this
Certificate of  Incorporation,  and other provisions  authorized by the State of
Delaware  at the time in force may be added or  inserted,  in the  manner now or
hereafter  prescribed  by statute,  except as provided in  paragraph  B. of this
Article  XII,  and all rights  conferred  upon  stockholders  herein are granted
subject to this reservation.

           B.  Notwithstanding  any  other  provisions  of this  Certificate  of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote,  but in  addition  to any  affirmative  vote of the  holders  of any
particular  class or series of the voting stock of the  Corporation  required by
law, this  Certificate of  Incorporation or the terms of any series of Preferred
Stock,  the affirmative vote of the holders of at least sixty-six and two-thirds
percent  (66-2/3%) of the voting power of all of the then outstanding  shares of
the voting stock, voting together as a single class, shall be required to alter,
amend or repeal:

                      (1) Article VI, VII,  VIII, IX or XII of this  Certificate
of Incorporation, or

                      (2) any other Article of this Certificate of Incorporation
if such alteration,  amendment or repeal is not affirmatively recommended by the
Board of Directors.

           In  Witness  Whereof,   the  undersigned  has  caused  this  Restated
Certificate of Incorporation to be duly executed on behalf of the Corporation on
November 1, 2004.

                                                DYADIC INTERNATIONAL, INC.


                                                By: /s/ Mark A. Emalfarb
                                                --------------------------------
                                                Name: Mark A. Emalfarb
                                                Title: President


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