**Exhibit3.(i)**

**AMENDEDAND RESTATEDCERTIFICATE OF INCORPORATION**

**OF**

**REAL MEXRESTAURANTS, INC.**

ARTICLE ONE

NAME

The name of thecorporation is Real Mex Restaurants, Inc. (the “Corporation”).

ARTICLE TWO

ADDRESS OFREGISTERED AGENT

The address of theCorporation’s registered office in the State of Delaware is 1209 Orange Street,in the City of Wilmington, County of New Castle 19801. The name of itsregistered agent at such address is The Corporation Trust Company.

ARTICLE THREE

PURPOSE

The nature of thebusiness or the purpose to be conducted or promoted is to engage in any lawfulact or activity for which corporations may be organized under the GeneralCorporation Law of the State of Delaware.

ARTICLE FOUR

CAPITAL STOCK

The total numberof shares of stock that the Corporation has authority to issue is 1,000 sharesof Common Stock, with a par value of $.001 per share.

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ARTICLE FIVE

EXISTENCE

The Corporation isto have perpetual existence.

ARTICLE SIX

BYLAWS

In furtherance andnot in limitation of the powers conferred by statute, the board of directors ofthe Corporation is expressly authorized to make, alter or repeal the Bylaws ofthe Corporation.

ARTICLE SEVEN

MEETINGS OFSTOCKHOLDERS

Meetings ofstockholders may be held within or without the State of Delaware, as the Bylawsof the Corporation may provide. The books of the Corporation may be keptoutside the State of Delaware at such place or places as may be designated fromtime to time by the board of directors or in the Bylaws of the Corporation.Election of directors need not be by written ballot unless the Bylaws of theCorporation so provide.

ARTICLE EIGHT

INDEMNIFICATION

To the fullestextent permitted by the General Corporation Law of the State of Delaware as thesame exists or may hereafter be amended, a director of this Corporation shallnot be liable to the Corporation or its stockholders for monetary damages for abreach of fiduciary duty as a director. Any repeal or modification of thisArticle Eight shall not adversely affect any right or protection of a directorof the Corporation existing at the time of such repeal or modification.

ARTICLE NINE

BUSINESSOPPORTUNITIES

To the maximumextent permitted from time to time under the law of the State of Delaware, theCorporation renounces any interest or expectancy of the Corporation in, or inbeing offered an opportunity to participate in, business opportunities that arefrom time to time presented to its officers, directors or stockholders, otherthan those officers, directors or stockholders who are employees of theCorporation. No amendment or repeal of this Article Nine shall apply to or haveany effect on the liability or alleged liability of an officer, director or

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stockholder of theCorporation for or with respect to any opportunities of which such officer,director or stockholder becomes aware prior to such amendment or repeal.

ARTICLE TEN

BUSINESSCOMBINATIONS

The Corporationexpressly elects not to be governed by Section 203 of the General CorporationLaw of the State of Delaware.

ARTICLE ELEVEN

AMENDMENTS

The Corporationreserves the right to amend, alter, change or repeal any provision contained inthis certificate of incorporation in the manner now or hereafter prescribedherein, by the unanimous written consent of the board of directors of the Corporationand by the laws of the State of Delaware, and all rights conferred uponstockholders herein are granted subject to this reservation.

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