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                                                                     EXHIBIT 3.1

                                   AMENDED AND
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      MEDICAL LICENSING INTERNATIONAL CORP.


It is hereby certified that:

        1. The name under which the corporation  was originally  incorporated is
Cortez  Development  Ltd.,  and the date of filing the original  certificate  of
incorporation  of the  corporation  with the  Secretary of State of the State of
Delaware is July 20, 1998.

        2. The certificate of incorporation of the corporation is hereby amended
by striking out Articles FIRST, SECOND and FOURTH thereof and by substituting in
lieu thereof new Articles,  FIRST, SECOND, FOURTH, SEVENTH, EIGHTH, NINTH, TENTH
and ELEVENTH which are set forth in the Restated  Certificate  of  Incorporation
hereinafter provided for.

        3. The provisions of the certificate of incorporation of the corporation
as heretofore  amended and/or  supplemented,  and as herein amended,  are hereby
restated and integrated  into the single  instrument  which is  hereinafter  set
forth, and which is entitled  Amended and Restated  Certificate of Incorporation
of Medical Licensing  International  Corp.  without any further amendments other
than the amendments  herein  certified and without any  discrepancy  between the
provisions  of the  certificate  of  incorporation  as  heretofore  amended  and
supplemented  and the provisions of the said single  instrument  hereinafter set
forth.

        4.  The   amendments  and  the   restatement   of  the   certificate  of
incorporation  herein  certified have been duly adopted by the  stockholders  in
accordance  with the  provisions  of Sections  228,  242, and 245 of the General
Corporation Law of the State of Delaware.

        5. The  capital  of the  corporation  shall not be  reduced  under or by
reason of said amendments.

        6. The certificate of incorporation  of the corporation,  as amended and
restated  herein,  shall at the  effective  time of this  Amended  and  Restated
Certificate of Incorporation, which shall be the time filing of this Amended and
Restated Certificate of Incorporation, read as follows:


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                                   Amended and

                      Restated Certificate of Incorporation

                                       of

                             EmergenSys Corporation

        FIRST. The name of this corporation shall be:

                             EMERGENSYS CORPORATION

        SECOND.Its  registered  office in the State of Delaware is to be located
at 2711 Centerville  Road,  Suite 400, in the City of Wilmington,  County of New
Castle,  19808, and its registered agent at such address is Corporation  Service
Company.

        THIRD. The purpose or purposes of the corporation shall be:

        To engage in any lawful act or activity  for which  corporations  may be
organized under the General Corporation Law of Delaware.

        FOURTH.The  total  number of shares of all  classes  of stock  which the
Corporation  shall  have  authority  to  issue  shall  be  one  hundred  million
(100,000,000)  shares,  of which  eighty  million  (80,000,000)  shares shall be
common  stock,  par value  $0.0001  per share (the  "Common  Stock")  and twenty
million  (20,000,000)  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 then  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:


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

               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;

               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;

               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;

               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;

               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;

               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;

               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;

               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.

        FIFTH. The name and mailing address of the incorporator is as follows:

                      Neysa Webb
                      The Company Corporation
                      1013 Centre Road
                      Wilmington, DE 19805

        SIXTH.  The Board of Directors  shall have the power to adopt,  amend or
repeal the by-laws.


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        SEVENTH.  The number of directors that  constitutes  the entire Board of
Directors  of the  Corporation  shall  be as  specified  in the  by-laws  of the
Corporation.

        EIGHTH.Meetings of stockholders of the Corporation may be held within or
without the State of Delaware,  as the by-laws 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.

        NINTH.  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 security
holder, 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.

        TENTH.  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
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.


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        ELEVENTH.  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,  and all rights  conferred  upon  stockholders
herein are granted subject to this reservation.

        IN WITNESS  WHEREOF,  the corporation has caused this  certificate to be
signed  by the  undersigned,  its  duly  authorized  officer  this  30th  day of
September, 2003.


                                         /s/ Daniel Veilleux
                                         -------------------
                                         Daniel Veilleux, President


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