**EXHIBIT
      3.1**




**Restated
      Certificate of Incorporation, as Amended, of**


**aeroTelesis,
      Inc.**




(Composite
      as Amended)





The
      corporation was originally incorporated as Continental Convalescent Centers,
      Inc., and filed its original Certificate of Incorporation with the Secretary
      of
      State on August 26, 1968. This Restated Certificate of Incorporation only
      restates and integrates and does not further amend the provisions of the
      Certificate of Incorporation as heretofore amended, nor is there any discrepancy
      between those provisions and the provisions hereof. This Restated Certificate
      of
      Incorporation was adopted by the Board of Directors without a vote of the
      stockholders in accordance with the provisions of Section 245 of the General
      Corporation Law of the State of Delaware.




FIRST:
      The name of the Corporation is AEROTELESIS INC.





SECOND:
      The registered office of the corporation is to be located at 615 South DuPont
      Highway, in the City of Dover, in the County of Kent, in the State of Delaware.
      The name of its registered agent at that address is Capitol Services
      Company.





THIRD:
      The purpose of the corporation is to engage in any lawful act or activity for
      which a corporation may be organized under the General Corporation Law of
      Delaware.





Without
      limiting in any manner the scope and generality of the foregoing, it is hereby
      provided that the corporation shall have the following purposes, objects and
      powers:





To
      perform feasibility analyses, land acquisition, sale and resale of land,
      buildings, businesses and leasehold, development of, design, architecture and
      engineering for, to own, lease, sublease, manage, operate, franchise, furnish
      and equip, and all other activities related to convalescent hospital operation
      and development.





To
      purchase, manufacture, produce, assemble, receive, lease, or in any manner
      acquire, hold, own, use, operate, install, maintain, service, repair, process,
      alter, improve, import, export, sell, lease, assign, transfer and generally
      to
      trade and deal in and with raw materials, natural or manufactured articles
      or
      products, machinery, equipment, devices, systems, parts, supplies, apparatus,
      goods, wares, merchandise and personal property of every kind, nature or
      description, tangible or intangible, used or capable of being used for any
      purpose whatsoever; and to engage and participate in any mercantile,
      manufacturing or trading business of any kind or character.





To
      improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge or
      otherwise dispose of or turn to account or deal with all or any part of the
      property of the corporation, and from time to time to vary any investment or
      employment of capital of the corporation.





To
      borrow
      money, and to make and issue notes, bonds, debentures, obligations and evidences
      of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise,
      without limit as to amount, and to secure the same by mortgage, pledge or
      otherwise, and generally to make and perform agreements and contracts of every
      kind and description, including contracts of guaranty, and
      suretyship.





To
      lend
      money for its corporate purposes, invest and reinvest its funds and take, hold
      and deal with real and personal property as security for the payment of funds
      so
      loaned or invested.





To
      the
      same extent as natural persons might or could do, to purchase or otherwise
      acquire, and to hold, own, maintain, work, develop, sell, lease, exchange,
      hire,
      convey, mortgage or otherwise dispose of and deal in lands and leaseholds,
      and
      any interest, estate and rights in real property, and any personal or mixed
      property, and any franchises, rights, licenses or privileges necessary,
      convenient or appropriate for any of the purposes herein expressed.





To
      participate with others in any corporation, partnership, limited partnership,
      joint venture, or other association of any kind, or in any transaction,
      undertaking or arrangement which the participating corporation would have power
      to conduct by itself, whether or not such participation involves sharing or
      delegation of control with or to others; and to be an incorporator, promoter
      or
      manager of other corporations of any type or kind.





To
      acquire by purchase, subscription or otherwise, and to hold for investment,
      or
      otherwise, and to use, sell, assign, transfer, mortgage, pledge or otherwise
      deal with or dispose of stocks, bonds or any other obligations or securities
      of
      any corporation or corporations; to merge or consolidate with any corporation
      in
      such manner as may be permitted by law; to aid in any manner any corporation
      whose stocks, bonds, or other obligations are held or in any manner guaranteed
      by this corporation, or in which this corporation is in any way interested;
      and
      to do any other acts or things for the preservation, protection, improvement
      or
      enhancement of the value of any such stock, bonds or other obligations, and
      while owner of any such stock, bonds, or other obligations to exercise all
      the
      rights, powers and privileges or ownership thereof, and to exercise any and
      all
      voting powers thereon; and to guarantee the payment of dividends upon any stock,
      the principal or interest or both of any bonds or other obligations, and the
      performance of any contracts.










To
      do all
      and everything necessary, suitable and proper for the accomplishment of any
      of
      the purposes or the attainment of any of the objects or the furtherance of
      any
      of the powers hereinbefore set forth, either alone or in association with other
      corporations, firms or individuals and to do every other act or acts, thing
      or
      things incidental or appurtenant to or growing out of or connected with the
      aforesaid business or powers or any part or parts thereof, provided the same
      be
      not inconsistent with the laws under which this corporation is
      organized.





The
      business or purpose of the corporation is from time to time to do any one or
      more of the acts and things hereinbefore set forth, and it shall have power
      to
      conduct and carry on its said business, or any part thereof, and to have one
      or
      more offices, and to exercise any or all of its corporate powers and rights
      in
      the State of Delaware, and in the various other states, territories, colonies,
      and dependencies of the United States, in the District of Columbia, and in
      any
      foreign country.





The
      enumeration herein of the objects and purposes of the corporation shall be
      construed as powers as well as objects and purposes and shall not be deemed
      to
      exclude by inference any powers, objects or purposes which the corporation
      is
      empowered to exercise, whether expressly by force of the laws of the State
      of
      Delaware now or hereafter in effect, or impliedly by the reasonable construction
      of the said laws.





FOURTH:
      The total number of shares of stock which the corporation shall have authority
      to issue is two hundred and two million shares (202,000,000) consisting of
      two
      hundred million shares (200,000,000) shares of common stock with a par value
      of
      $.00008 per share, and two million (2,000,000) shares of preferred stock with
      a
      par value of one tenth of one cent ($.001) per share.




FIFTH:
      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,
      limitation and regulation of the powers of the corporation and of its directors
      and stockholders.





(1) The
      number of directors of the corporation shall be such as from time to time shall
      be fixed by, or in the manner provided by the By-Laws. Election of directors
      need not be by ballot unless the By-Laws so provide.





(2) The
      Board
      of Directors shall have power without the assent or vote of the
      stockholders





(a)
            To
                make, alter, amend, change, add to or repeal the By-Laws of the
                corporation; to fix and vary the amount to be reserved for any proper
                purpose; to authorize and cause to be executed mortgages and liens
                upon
                all or any part of the property of the corporation; to determine
                the use
                and disposition of any surplus or net profits; and to fix the time
                for the
                declaration and payment of
                dividends.





(b)
            To
                determine from time to time whether and to what extent, and at what
                times
                and places and under what conditions and regulations, the accounts
                and
                books of the corporation (other than the stock ledger) or any of
                them,
                shall be open to the inspection of the
                stockholders.





(3) 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 as 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' interest or for any other reason.





(4) 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, and to any By-Laws from time to time made by
      the
      stockholders provided, however, that no By-Laws so made shall invalidate any
      prior act of the directors which would have been valid if such By-Law had not
      been made.





SIXTH:
      The corporation shall, to the full extent permitted by Section 145 of the
      Delaware General Corporation Law, as amended, from time to time, indemnify
      all
      persons whom it may indemnify pursuant thereto.




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SEVENTH:
      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 the provisions
      of
      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 the provisions of 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 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.




EIGHTH:
      The corporation reserves the right to amend, alter, change or repeal any
      provision contained in this certificate of incorporation in the manner now
      or
      hereafter prescribed by law, and all rights and powers conferred herein on
      stockholders, directors and officers are subject to this reserved
      power.




IN
      WITNESS WHEREOF, we have signed this Certificate on this 26 th day of
      June, 1969, and we affirm the statements contained therein as true under
      penalties of perjury.




CENTURY
              CONVALESCENT CENTERS, INC.By:
            /s/ William
              F. Moody, Jr.William
                F. Moody, Jr.
              President










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