**Exhibit 3.1** **AMENDED
    AND RESTATED**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**CT
      HOLDINGS ENTERPRISES, INC.**




The
      corporation organized and existing under and by virtue of the General
      Corporation Law of the State of Delaware does hereby certify in accordance
      with
§245 of the General Corporation Law of Delaware:





That
      the
      original name of the corporation was Apollo Resources, Inc. and the original
      Certificate of Incorporation was filed August 29, 1988;





that
      at a
      meeting of the board of directors of CT Holdings Enterprises, Inc., resolutions
      were duly adopted setting forth an Amended and Restated Certificate of
      Incorporation of the corporation, declaring said Amended and Restated
      Certificate of Incorporation to be advisable; and





that
      a
      majority of the outstanding shares of CT Holdings Enterprises, Inc. duly adopted
      resolutions setting forth an Amended and Restated Certificate of Incorporation
      of the corporation, declaring said Amended and Restated Certificate of
      Incorporation to be advisable.





The
      resolutions of the Board of Directors and the shareholders set forth the
      proposed Amended and Restated Certificate of Incorporation as
      follows:





1.  The
      name
      of the corporation is Xcorporeal, Inc. (the “Corporation”).





2.  The
      address of the Corporation’s registered office in the State of Delaware is 615
      South DuPont Highway, Dover, Delaware 19901, County of Kent. The name of its
      registered agent at such address is National Corporate Research,
      Ltd.




3.  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 (“DGCL”).




4.  Capital
      Stock .





(a)  Authorized
      Capital Stock .
      The
      total number of shares of capital stock that the Corporation is authorized
      to
      issue is Fifty Million (50,000,000) shares, consisting of Forty Million
      (40,000,000) shares of common stock, par value $0.0001 per share (“Common
      Stock”), and Ten Million (10,000,000) shares of preferred stock, par value of
      $0.0001 per share (“preferred stock”).





(b)  Preferred
      Stock .
      The
      Board of Directors of the Corporation is hereby expressly authorized, by
      resolution or resolutions thereof, to provide out of the unissued shares of
      preferred stock for one or more series of preferred stock, and, with respect
      to
      each such series, to fix the number of shares constituting such series and
      the
      designation of such series, the powers (including voting powers), if any, of
      the
      shares of such series and the preferences and relative, participating, optional
      or other special rights, if any, and any qualifications, limitations or
      restrictions of the shares of such series. The designations, powers, preferences
      and relative, participating, optional and other special rights of each series
      of
      preferred stock, if any, and the qualifications, limitations or restrictions
      thereof, if any, may differ from those of any and all other series of preferred
      stock at any time outstanding. The Board of Directors is also expressly
      authorized to increase or decrease the number of shares of any series so
      created, subsequent to the issue of that series but not below the number of
      shares of such series then outstanding. In case the number of shares of any
      series shall be so decreased, the shares constituting such decrease shall resume
      the status which they had prior to the adoption of the resolution originally
      fixing the number of shares of such series.




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(c)  Common
      Stock .





(i)  Voting
      Rights .
      Except
      as otherwise required by law, or as otherwise fixed by resolution or resolutions
      of the Board of Directors with respect to one or more series of preferred stock,
      the entire voting power and all voting rights shall be vested exclusively in
      the
      Common Stock, and each stockholder of the Corporation who at the time possesses
      voting power for any purpose shall be entitled to one vote for each share of
      such stock standing in his or her name on the books of the
      Corporation.





(ii)  Dividends .
      Subject
      to the rights, preferences, privileges, restrictions and other matters
      pertaining to the preferred stock that may, at that time be outstanding, the
      holders of the Common Stock shall be entitled to receive, when, as and if
      declared by the Board of Directors, out of any assets of the Corporation legally
      available therefore, such dividends as may be declared from time to time by
      the
      Board of Directors.





(iii)  Liquidation;
      Dissolution .
      In the
      event of any liquidation, dissolution or winding up (either voluntary or
      involuntary) of the Corporation, the holders of shares of Common Stock shall
      be
      entitled to receive the assets and funds of the Corporation available for
      distribution after payments to creditors and to the holders of any preferred
      stock of the Corporation that may at the time be outstanding, in proportion
      to
      the number of shares held by them, respectively, without regard to
      class.





(d)  Reverse
      Stock Split .
      Effective at the time of filing (the "Effective Time"), every 8.27 shares of
      the
      Corporation's Common Stock issued and outstanding immediately prior to the
      Effective Time (the “Old Common Stock”), will automatically and without any
      action on the part of the respective holders thereof be combined and converted
      into one (1) share of Common Stock of the Corporation (the “New Common Stock”).
      The combination and conversion of the Old Common Stock shall be referred to
      as
      the “Reverse Stock Split.”





(i)  No
      fractional shares of New Common Stock shall be issued to the holders of record
      of Old Common Stock in connection with the Reverse Stock Split and the
      Corporation shall not recognize on its stock record books any purported transfer
      of any fractional share of New Common Stock. All shares of Old Common Stock
      (including fractions thereof) held by a holder immediately prior to the Reverse
      Stock Split shall be aggregated for purposes of determining whether the Reverse
      Stock Split would result in the issuance of a fractional share. Any fractional
      share resulting from such aggregation of Old Common Stock upon the Reverse
      Stock
      Split shall be rounded up, so that a holder of pre-split shares would receive,
      in lieu of any fraction of a post-split share to which the holder would
      otherwise be entitled, an entire post-split share. No cash payment shall be
      made
      to reduce or eliminate any fractional share interest.




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(ii)  The
      Corporation shall not be obligated to issue certificates evidencing the shares
      of New Common Stock outstanding as a result of the Reverse Stock Split unless
      and until the holder notifies the Corporation or its transfer agent that such
      certificates have been lost, stolen or destroyed and executes an agreement
      satisfactory to the Corporation to indemnify the Corporation from any loss
      incurred by it in connection with such certificates. Each stock certificate
      that, immediately prior to the Effective Time, represented shares of Old Common
      Stock shall, from and after the Effective Time, automatically and without the
      necessity of presenting the same for exchange, represent that number of whole
      shares of New Common Stock into which the shares of Old Common Stock represented
      by such certificate shall have been reclassified, provided, however, that each
      holder of record of a certificate that represented shares of Old Common Stock
      shall receive, upon surrender of such certificate, a new certificate
      representing the number of whole shares of New Common Stock into which the
      shares of Old Common Stock represented by such certificate shall have been
      reclassified.





5.  Board
      of Directors .





(a)  Management .
      The
      management of the business and the conduct of the affairs of the Corporation
      shall be vested in the Board of Directors. The number of directors that shall
      constitute the Board of Directors shall be fixed exclusively by resolutions
      adopted by the Board of Directors.





(b)  Term
      of Office .
      A
      director shall hold office until his or her successor shall be elected and
      qualified or until such director’s earlier death, resignation, retirement or
      removal from office.





(c)  Removal .
      Subject
      to any limitation imposed by law or any rights of holders of preferred stock,
      the Board of Directors or any individual director may be removed from office
      at
      any time with or without cause by the affirmative vote of the holders of a
      majority of the voting power of all the then outstanding shares of capital
      stock
      of the Corporation entitled to vote, voting together as a single
      class.




(d)  Vacancies .
      Subject
      to any limitation imposed by law or any rights of holders of preferred stock,
      any vacancies (including newly created directorships) shall be filled only
      by
      the affirmative vote of a majority of the directors then in office, although
      less than a quorum, or by a sole remaining director. Directors appointed to
      fill
      vacancies created by the resignation or termination of a director will serve
      the
      remainder of the term of the resigning or terminated director.




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(e)  No
      Written Ballot .
      Unless
      and except to the extent that the bylaws of the Corporation shall so require,
      the election of directors of the Corporation need not be by written ballot.





(f)  Amendment
      of Bylaws .
      In
      furtherance and not in limitation of the powers conferred by the laws of the
      State of Delaware, the Board of Directors is expressly authorized to make,
      alter, amend and repeal the bylaws of the Corporation, subject to the power
      of
      the stockholders of the Corporation to alter, amend or repeal any bylaw whether
      adopted by them or otherwise, in accordance with the bylaws.





6.  Special
      Meetings of Stockholders .
      Except
      as otherwise required by law and subject to the rights, if any, of the holders
      of any series of preferred stock, special meetings of the stockholders of the
      Corporation for any purpose or purposes may be called at any time only by the
      Chairman of the Board of Directors, the Chief Executive Officer, the President
      or the Secretary of the Corporation, in each case pursuant to a resolution
      of
      the Board of Directors, and special meetings of stockholders of the Corporation
      may not be called by any other person or persons.





7.  Amendment
      of Certificate of Incorporation .
      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 statute, and all rights conferred upon stockholders herein are
      granted subject to this reservation.





8.  Indemnification;
      Limitation of Liability .
      Except
      to the extent that the DGCL prohibits the elimination or limitation of liability
      of directors for breaches of fiduciary duty, no director of the Corporation
      shall be personally liable to the Corporation or its stockholders for monetary
      damages for any breach of fiduciary duty as a director. No amendment to or
      repeal of this Section 8 of the relevant provisions of the DGCL shall apply
      to or have any effect on the liability or alleged liability of any director
      of
      the Corporation for or with respect to any acts or omissions of such director
      occurring prior to such amendment or repeal.





The
      foregoing Amended and Restated Certificate of Incorporation has been duly
      approved by the Board of Directors of CT Holdings Enterprises, Inc. in
      accordance with the provisions of Section 242 of the General Corporation Law
      of
      the State of Delaware.





The
      stockholders of CT Holdings Enterprises, Inc. approved the Amended and Restated
      Certificate of Incorporation of the Corporation in accordance with the
      provisions of Section 242 of the General Corporation Law of the State of
      Delaware.




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IN
      WITNESS WHEREOF, CT Holdings Enterprises, Inc. has caused this Amended and
      Restated Certificate of Incorporation to be signed by its Chief Operating
      Officer this 12th day of October, 2007.




**CT
                HOLDINGS ENTERPRISES, INC.,**
              a
                Delaware corporationBy:
            /s/
                Winson W. TangWinson
                W. Tang
              Chief
                Operating Officer




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