EXHIBIT
3.1


AMENDED
AND RESTATED


CERTIFICATE
OF INCORPORATION


OF


SUN
HEALTHCARE GROUP, INC.,


As
Amended





The
present name of the corporation is Sun Healthcare Group, Inc. (the
"Corporation").  The Corporation was incorporated under the name "Sun
Healthcare Group, Inc." by the filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware on April 15,
1993.  This Restated Certificate of Incorporation of the Corporation,
which both restates and further amends the provisions of the Corporation's
Certificate of Incorporation, was duly adopted in accordance with the provisions
of Sections 245 and 303 of the General Corporation Law of the State of
Delaware.  Provision for the filing of this Restated Certificate of
Incorporation is contained in an order dated February 6, 2002, of the United
States Bankruptcy Court for the District of Delaware, in In re Sun Healthcare Group,
Inc., Debtors, Chapter 11, Case No. 99-3657 (MSW) (the
"Order").  The date of filing of the Bankruptcy was October 14,
1999.  The confirmation date was January 31, 2002.  The
Certificate of Incorporation of the Corporation is hereby amended and restated
to read in its entirety as follows:





FIRST.  The
name of the Corporation is Sun Healthcare Group, Inc.





SECOND.  The
address of the Corporation's regis­tered office in the State of Delaware is
Corporation Trust Center, 1209 Orange St., in the City of Wilming­ton,
County of New Castle, 19801. The name of its registered agent at such address is
The Corporation Trust Company.





THIRD.  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.





FOURTH.  The
aggregate number of shares of capital stock which the Corporation shall have
authority to issue is Sixty Million (60,000,000) shares, divided
into:





(a)  Fifty
Million (50,000,000) shares of common stock with One Penny ($.01) par
value;





(b)  Ten
Million (10,000,000) shares of preferred stock with One Penny ($.01) par
value.





FIFTH.  The
Board of Directors is authorized, subject to limitations prescribed by law and
the provisions of Article FOURTH, to provide for the issuance of the shares of
preferred stock in one or more series, and by filing a certificate pursuant to
the applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix or, subject to
applicable law, alter the designation, number, voting powers, preferences and
relative, participating, optional and other special rights of the shares of each
such series and the qualifications, limitations or restrictions
thereof.





The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:





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(a)  The
number of shares constituting that series and the distinctive designation of
that series;





(b)  The
rights in respect of dividends, if any, of the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the
relative right of priority, if any, of payment of dividends on shares of that
series;





(c)  Whether
that series shall have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;





(d)  Whether
the series shall have a right to elect one or more directors, and if so, the
term or terms of such directors;





(e)  Whether
that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;





(f)  Whether
or not the shares of that series shall be redeemable, and, if so, the terms and
conditions of such redemption, including the date of date upon or after which
they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;





(g)  Whether
that series shall have a sinking fund for the redemption of purchase of shares
of that series, and, if so, the terms and amount of such sinking
fund;





(h)  The
rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, and the relative
rights of priority, if any, of payment of shares of that series;
and





(i)  Any
other relative rights, preferences and limitations of that series.





SIXTH.  Notwithstanding
Articles FOURTH and FIFTH hereof, the Corporation shall not be authorized to
issue non-voting capital stock to the extent prohibited by Section 1123(a)(6) of
Title 11 of the United States Code (the "Bankruptcy Code"); provided however
that this Article Fifth will have no further force and effect beyond that
required by Section 1123 of the Bankruptcy Code.





SEVENTH.
Unless and except to the extent that the by-laws of the Corporation shall so
require, the election of directors of the Corporation need not be by written
ballot.





EIGHTH.  (a)  The
business and affairs of the Corporation shall be managed by, or under the
direction of, the Board of Directors of the Corporation (the
"Board").  Except as otherwise provided for or fixed pursuant to the
provisions of Article FIFTH of this Restated Certificate of Incorporation
relating to the rights of the holders of any series of preferred stock to elect
additional directors, the Board shall consist of one or more members, the number
thereof to be determined from time to time by resolution of the
Board.





(b)Subject to the rights of the holders of any one or more series of
preferred stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the


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Board.  Any
director so chosen shall hold office until the next election of the class for
which such director shall have been chosen and until his successor shall be
elected and qualified.  No decrease in the number of directors shall
shorten the term of any incumbent director.





(c)  Except
for such additional directors, if any, as are elected by the holders of any
series of preferred stock as provided for or fixed pursuant to the provisions of
Article FIFTH hereof, any director, or the entire Board, may be removed from
office at any time, with or without cause and only by the affirmative vote of at
least 66 2/3% in voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.





(d)  During
any period when the holders of any series of preferred stock have the right to
elect additional directors as provided for or fixed pursuant to the provisions
of Article FIFTH hereof, then upon commence­ment and for the duration of the
period during which such right continues:  (i) the then otherwise
total authorized number of directors of the Corporation shall automatically be
increased by such specified number of directors, and the holders of such
preferred stock shall be entitled to elect the additional directors so provided
for or fixed pursuant to said provisions, and (ii) each such additional director
shall serve until such director's successor shall have been duly elected and
qualified, or until such director's right to hold such office terminates
pursuant to said provisions, whichever occurs earlier, subject to his earlier
death, disqualification, resignation or removal.  Except as otherwise
provided by the Board in the resolution or resolutions establishing such series,
whenever the holders of any series of preferred stock having such right to elect
additional directors are divested of such right pursuant to the provisions of
such stock, the terms of office of all such additional directors elected by the
holders of such stock, or elected to fill any vacancies resulting from the
death, resignation, disqualification or removal of such additional directors,
shall forthwith terminate and the total and authorized number of directors of
the Corporation shall automatically be reduced accordingly.





NINTH.  (a)  In
furtherance and not in limitation of the powers conferred by the laws of the
State of Delaware, the Board is expressly authorized to make,
amend, alter and repeal the by-laws of the Corporation.





(b)  Notwithstanding
anything in this Restated Certificate of Incorporation to the contrary, the
affirmative vote of at least 66 2/3% in voting power of the outstanding shares
of capital stock of the Corporation entitled to vote thereon, voting together as
a single class, shall be required in order for the stockholders of the
Corporation to make, amend, alter or repeal the by-laws of the
Corporation.





TENTH.  A
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended.  Any amendment, modification or
repeal of the foregoing sentence shall not adversely affect any right or
protection of a director of the Corporation hereunder in respect of any act or
omission occurring prior to the time of such amendment, modification or
repeal.





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ELEVENTH.  All
corporate powers shall be exercised by or under the direction of the Board
except as otherwise provided by law or by this Restated Certificate of
Incorporation.  There shall be no limitation on the qualification of
any person to be a director or on the ability of any director to vote on any
matter brought before the Board or any committee thereof, except (i) as required
by applicable law, (ii) as set forth in this Restated Certificate of
Incorporation or (iii) as set forth in any by-law adopted by the
Board.





TWELFTH.  The
Corporation reserves the right at any time, and from time to time, to amend,
alter, change or repeal any provision contained in this Restated Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the rights reserved
in this article; provided, however, that notwithstanding anything contained in
this Restated Certificate of Incorporation to the contrary, the affirmative vote
of at least 66 2/3% in voting power of the outstanding shares of capital stock
of the Corporation entitled to vote thereon, voting together as a single class,
shall be required to amend, alter, or repeal Article EIGHTH, Article NINTH,
Article TENTH or this Article TWELFTH, of this Restated Certificate of
Incorporation.








IN
WITNESS WHEREOF, the undersigned has executed this Restated Certificate of
Incorporation as of February 25, 2002.











SUN
      HEALTHCARE GROUP, INC.By:
      /s/ Robert F. MurphyName:  Robert
      F. MurphyOffice:  General
      Counsel & Secretary





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STATE
OF DELAWARE


CERTIFICATE
OF AMENDMENT


OF
CERTIFICATE OF INCORPORATION





The
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:





FIRST:  That at a
meeting of the Board of Directors of Sun Healthcare Group, Inc. resolutions were
duly adopted setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as
follows:





RESOLVED, that the Certificate
of Incorporation of this corporation be amended by changing the Article thereof
numbered "FOURTH" so that, as amended, said Article shall be and read as
follows:





"FOURTH.  The aggregate
number of shares of capital stock which the Corporation shall have authority to
issue is One Hundred Thirty Five Million (135,000,000) shares, divided
into:





(a)  One Hundred Twenty Five
Million (125,000,000) shares of common stock with One Penny ($.01) par value;
and


(b) Ten Million (10,000,000) shares of
preferred stock with One Penny ($.01) par value.





SECOND: That thereafter,
pursuant to resolution of its Board of Directors, a meeting of the stockholders
of said corporation was duly called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.





THIRD: That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.





FOURTH:  That capital of said
corporation shall not be reduced under or by reason of said
amendment.





IN WITNESS WHEREOF, said
corporation has caused this certificate to be signed this 7th day of June ,
2007.








By:
            /s/
      Michael T. BergAuthorized
      OfficerTitle:
            SecretaryName:
            Michael
      T. Berg













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