BARRIER THERAPEUTICS, INC.



                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION



                                   ARTICLE 1



                  The name of the corporation is Barrier Therapeutics, Inc. (the

"Corporation"). The Corporation is incorporated under the General Corporation

Law of the State of Delaware.



                                   ARTICLE 2



                  The location and post office address of the registered office

of the Corporation in the State of Delaware is 1209 Orange Street, City of

Wilmington, County of New Castle, Delaware 19101. The name of the Corporation's

registered agent of such address is The Corporation Trust Company.



                                   ARTICLE 3



                  The purpose or purposes for which the Corporation is

incorporated are to engage in, and to do any lawful act concerning, any or all

lawful business for which corporations may be incorporated under the Delaware

General Corporation Law.



                                   ARTICLE 4



         4.1      Classes of Stock. The aggregate number of shares which the

Corporation shall have the authority to issue is 71,921,809 shares, divided into

two classes as follows:



                  (a)      40,000,000 shares of Common Stock, par value $0.0001

per share (the "Common Stock"), and



                  (b)      31,921,809 shares of Preferred Stock, par value

$0.0001 per share.



         4.2      Preferred Stock.



                  (a)      Designation of Series; Rank.



                           (i)      8,333,333 shares of Preferred Stock shall be

designated as Series A Convertible Preferred Stock (the "Series A Preferred

Stock"). The original issuance price of the Series A Preferred Stock shall be

$3.00 per share (the "Original Series A Purchase Price"). The Series A Preferred

Stock shall rank pari passu with the Series B Preferred Stock and the Series C

Preferred Stock (each as defined below) and senior to the Common Stock as to

dividends and upon Liquidation (as defined below). The date on which the first

share of Series A Preferred Stock is issued is hereinafter referred to as the

"Original Series A Issue Date." The number of shares that may be issued may be

decreased, at any time and from time to time, by resolution of the Board of

Directors; provided that no decrease shall reduce the number of shares of Series

A Preferred Stock to a number less than the sum of (i) the number of such shares

then outstanding



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and (ii) the number of such shares into which any rights, options, warrants or

other securities then outstanding may be converted.



                           (ii)     15,383,336 shares of Preferred Stock shall

be designated as Series B Convertible Preferred Stock (the "Series B Preferred

Stock"). The original issuance price of the Series B Preferred Stock shall be

$3.00 per share (the "Original Series B Purchase Price"). The Series B Preferred

Stock shall rank pari passu with the Series A Preferred Stock and the Series C

Preferred Stock and senior to the Common Stock as to dividends and upon

Liquidation. The date on which the first share of Series B Preferred Stock is

issued is herein referred to as the "Original Series B Issue Date." The number

of shares that may be issued may be decreased, at any time and from time to

time, by resolution of the Board of Directors; provided that no decrease shall

reduce the number of shares of Series B Preferred Stock to a number less than

the sum of (i) the number of such shares then outstanding and (ii) the number of

such shares into which any rights, options, warrants or other securities then

outstanding may be converted.



                           (iii)    8,205,140 shares of Preferred Stock shall be

designated as Series C Convertible Preferred Stock (the "Series C Preferred

Stock"). The original issuance price of the Series C Preferred Stock shall be

$3.90 per share (the "Original Series C Purchase Price"). The Series C Preferred

Stock shall rank pari passu with the Series A Preferred Stock and Series B

Preferred Stock and senior to the Common Stock as to dividends and upon

Liquidation. The date on which the first share of Series C Preferred Stock is

issued is herein referred to as the "Original Series C Issue Date." The number

of shares that may be issued may be decreased, at any time and from time to

time, by resolution of the Board of Directors; provided that no decrease shall

reduce the number of shares of Series C Preferred Stock to a number less than

the sum of (i) the number of such shares then outstanding and (ii) the number of

such shares into which any rights, options, warrants or other securities then

outstanding may be converted.



                           (iv)     Preferred Stock. The Series A Preferred

Stock, the Series B Preferred Stock and the Series C Preferred Stock are

collectively referred to herein as the "Preferred Stock."



                  (b)      Dividends.



                           (i)      The holders of the Preferred Stock, in

preference to the holders of the Common Stock, shall be entitled to receive

dividends on each outstanding share of the Series A Preferred Stock, the Series

B Preferred Stock and the Series C Preferred Stock at the rate of 8% per annum

on the Original Series A Purchase Price, the Original Series B Purchase Price,

or the Original Series C Purchase Price, as applicable, pursuant to this Section

4.2(b). Dividends shall accrue: (x) with respect to the Series A Preferred

Stock, from the Original Series A Issue Date, (y) with respect to the Series B

Preferred Sock, from the Original Series B Issue Date, and (z) with respect to

the Series C Preferred Stock from the Original Series C Issue Date, in each

case, regardless of whether the Board of Directors has declared a dividend

payment or whether there are any profits, surplus or other funds of the

Corporation legally available for dividends, but shall be payable only when such

dividends are declared by the Board or upon liquidation or redemption. Dividends

shall be cumulative but shall not compound. No dividend shall be paid to the

holders of Preferred Stock pursuant to this Section 4.2(b) in any form of

consideration other than cash unless the holders of a majority in interest of

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