**EXHIBIT3.1.1**

**RESTATED CERTIFICATE OFINCORPORATION**

**OF**

**AUSTINSSTEAKS & SALOON, INC.**

AustinsSteaks & Saloon, Inc., a corporate organized and existing under and byvirtue of the General Corporation Law of the State of Delaware (the “Corporation”)does hereby certify that: (i) its original Certificate of Incorporation wasfiled with the Secretary of State of Delaware on December 8, 1992; (ii) theBoard of Directors of the Corporation approved this Restated Certificate ofIncorporation and submitted it to a vote of the stockholders of the Corporationin accordance with Section 145 of the General Corporation Law of the State ofDelaware; (iii) at the 1995 Annual Meeting of Stockholders of the Corporationheld September 22, 1995 the holders of a majority of the outstanding commonstock, being the only class of stock entitled to vote, approved the RestatedCertificate of Incorporation in accordance with Section 145 of the GeneralCorporation Law of the State of Delaware; and, accordingly, the Certificate ofIncorporation of the Corporation, as amended to date, is hereby restated in itsentirety as follows:

ARTICLE I

NAME

The name of theCorporation shall be Austins Steaks & Saloon, Inc.

ARTICLE II

INITIAL REGISTERED OFFICEAND

INITIAL REGISTEREDAGENT

Thestreet address of the initial registered office of the Corporation isCorporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,Delaware 19801.  The name of its initialregistered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSES

Thegeneral nature of the business and the objects and purposes proposed to betransacted, promoted and carried on by the Corporation are to do any and all ofthe things herein mentioned as fully and to the same extent as natural personsmight or could do and in any part of the world, including:

(a)           To erect, conduct, establish,purchase, lease and otherwise acquire, and to hold, use, equip, outfit, supply,service, maintain, operate, sell and otherwise dispose of, restaurants of alltypes, taverns, and other eating 

  

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and drinkingplaces and establishments of every kind and description, and generally toconduct the business of restaurants, suppliers, preparers, servers,distributors, and dispensers of food and drink, and to engage in all activitiesto render all services, and to buy, sell, use, handle, and deal in allfixtures, machinery, apparatus, equipment, accessories, tools, materials,products, and merchandise incidental or related thereto, or of use therein; and

(b)           To borrow or raise monies for any ofthe purposes of the Corporation and, from time to time, without limit as toamount, to draw, make, accept, endorse, execute, issue, and grant promissorynotes, drafts, bills of exchange, warrants, options, bonds, debentures, andother negotiable or non-negotiable instruments, evidences of indebtedness andagreements; to secure the payment thereof and of the interest thereon and theperformance thereof by mortgage upon, or pledge, conveyance, or assignment intrust of, the whole or any part of the assets of the Corporation, whether atthe time owned or thereafter acquired; and to sell, pledge, or otherwisedispose of such securities or other obligations of the Corporation for itscorporate purposes.

(c)           The guarantee, purchase, hold, sell,assign, transfer, mortgage, pledge or otherwise dispose of the shares of thecapital stock of, or any bonds, securities or evidences of indebtedness createdby any other corporation or corporations of the State of Delaware or any otherstate, country, nation or government and, while the owner of said stock, toexercise all the rights, powers, and privileges of ownership, including theright to vote thereon.

(d)           To pay for any property, securities,rights or interests acquired by this Corporation in cash or other property,rights or interests acquired by this Corporation in cash or other property,rights or interest held by this Corporation, or by issuing and delivering inexchange therefore its own property, stock, shares, bonds, debentures, notes,warrants for stock, certificates of indebtedness or other obligations orsecurities howsoever evidenced.

(e)           To carry on all or any part of itsbusiness objects or purposes as principal, factor, agent, contractor orotherwise, either alone or as a member of, or associated with any corporation,association, partnership, firm, trustee, syndicate, individual, combination,organization, joint venture or entity in any part of the world.

(f)            In carrying on its business and forthe purpose of furthering its objects and purposes, to enter into and performagreements and contracts of any nature with any government, state, territory,district, municipality, political or governmental division or subdivision, bodypolitic, corporation, association, partnership, firm, trustee, syndicate,individual, combination, organization or entity whatsoever.

(g)           To have one or more offices, to carryon all or any of its operations and business and, without restriction or limitas to amount, to purchase or otherwise acquire, hold, own, mortgage, sell,convey or otherwise dispose of 

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real and personalproperty of every class and description in any of the states, districts,territories or colonies of the United States, and in any and all foreigncountries, subject to the laws of any such state, district, territory, colonyor country.

(h)           To engage in any lawful act oractivity for which corporations may be organized under the General CorporationLaw of Delaware.

Itis the intention that the objects and purposes specified in the foregoingclauses of this Article shall not be in any wise limited or restricted byreference to or interference from the terms of any other clause of this or anyother Articles in this Certificate of Incorporation, but that the objects andpurposes specified in each of the clauses of this Article shall be regarded asindependent objects and purposes.  It isalso the intention that said clauses be construed both as purposes and powers;and generally, that the Corporation shall be authorized to exercise and enjoyall other powers, rights, and privileges granted to or conferred upon acorporation of this character by the laws of the State of Delaware, and theenumeration of certain powers as herein specified is not exclusive of or aswaiver of any of the powers, rights or privileges granted or conferred by thelaws of said State, not or hereinafter in force.

ARTICLE IV

AUTHORIZED SHARES

Theauthorized capital stock of the Corporation shall be 7,500,000 shares, $0.01par value each, amounting in the aggregate to $75,000, all of which shall bedesignated as “Common Stock”.

Sharesof the capital stock of any class or series now or hereafter authorized may beissued by this Corporation for such consideration as shall be fixed from timeto time by the Board of Directors of this Corporation; provided, however, thatthe consideration for the issuance of shares having par value not be less thansuch par value.  Any and all shares ofstock so issued for which the consideration so fixed has been paid or deliveredto this Corporation shall be declared and taken to be fully paid stock andshall not be liable to any further call or assessments thereon, and the holdersof such shares shall not be liable for any further payments in respect of suchshares.  Subscriptions to, or thepurchase price of, shares of the capital stock of any class of this Corporationmay be paid for, wholly or partly, by cash, by labor done, by personal propertyor by real property or leases thereof. In the absence of actual fraud in the transaction, the judgment of theBoard of Directors as to the value of such labor, property, real estate orleases thereof shall be conclusive.

Noholder of any capital stock of this Corporation of any class or series now orhereafter authorized shall, as such holder, have any preemptive or other rightto purchase or subscribe for any shares of the capital stock of any class orseries which this Corporation may issue or sell, whether such shares 

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be exchangeablefor any other class or classes of the capital stock of this Corporation,whether such shares be herein or hereafter authorized or whether such shares beacquired by this Corporation after the issuance thereof, nor shall the holdersof any capital stock of this Corporation of any class or series, as suchholders, have any preemptive or other right to purchase or subscribe for anyobligations which this Corporation may issue and sell that shall be convertibleinto shares of the capital stock of this Corporation of any class orclasses.  Nothing herein set forth shallderogate the power and authority of the Board of Directors to determine tooffer to or authorize to be offered from time to time for subscription to theholders of any class or series of the capital stock or convertible obligationsof this Corporation at such price or prices and upon such other terms andconditions as the Board of Directors may in its sole discretion determine andfix.  Any such shares of capital stock orconvertible obligations of this Corporation which the Board of Directors maydetermine to offer or authorize to be offered for subscription to the holdersof any class or series of the capital stock of this Corporation need not, byreason of such authorization and/or offer, be offered also to the holders ofany other class or series.

Notransfer of stock of this Corporation shall be operative until entered upon thebooks of the Corporation.

ARTICLE V

INDEMNIFICATION

TheCorporation shall, to the extent required, and may, to the extent permitted bySection 145 of the Delaware General Corporation Law, as amended from time totime, indemnify and reimburse all persons whom it may indemnify and reimbursepursuant thereto.  Notwithstanding theforegoing, the indemnification provided for in this Article V shall not bedeemed exclusive of any other rights to which those entitled to receiveindemnification or reimbursement hereunder may be entitled under any Bylaw ofthis Corporation, agreement, vote or consent of stockholders or disinteresteddirectors or otherwise.

ARTICLE VI

DURATION

TheCorporation shall have perpetual existence.

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ARTICLE VII

POWERS

The followingprovisions are inserted for the management of the business and for the conductof the affairs of the Corporation, and it is expressly provided that they areintended to be in furtherance and not in limitation or exclusion of the powersconferred by the statutes of the State of Delaware.

(a)           The affairs of this Corporation shallbe conducted by a Board of Directors. The number of Directors of the Corporation, not less than three, shallbe fixed from time to time by the Bylaws. The Directors are to be elected by the stockholders, such election totake place at such time and to be conducted in such manner as shall beprescribed by the Bylaws of this Corporation.

(b)           The books of the Corporation may bekept within or without the State of Delaware at such place or places as may bedesignated from time to time by the Board of Directors.

(c)           The Board of Directors may make,alter or repeal the Bylaws of the Corporation except as otherwise providedtherein.

(d)           The Board of Directors may authorizeand cause to be executed mortgages and liens upon the real and personalproperty of the Corporation, may hold meetings outside the State of Delaware,may declare and pay stock dividends, and may set apart out of any funds of theCorporation available for dividends a reserve or reserves for any properpurpose or to abolish any such reserves in the manner in which it was created.

(e)           In addition to the power andauthorities herein before or by statute expressly conferred upon it, the Boardof Directors is hereby empowered to exercise all such powers and to do all suchacts and things as may be exercised or done by the Corporation; subject,nevertheless, to the provisions of the statutes of Delaware, of thisCertificate of Incorporation and of any Bylaws from time to time made by thestockholders; provided, however, that no Bylaws so made shall invalidate anyprior act of the Board of Directors which would have been valid if such Bylawshad not been made.

ARTICLE VIII

MEETINGS OF STOCKHOLDERS

Thetime for holding meetings of stockholders for the election of a Board ofDirectors and for holding any special meetings of the stockholders shall be asprovided for by the Bylaws adopted by the Board of Directors.

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ARTICLE IX

AMENDMENT

TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation in the manner now or hereafterprescribed by statute, and all rights conferred upon stockholders herein aregranted subject to this reservation.

ARTICLE X

INTERESTEDDIRECTORS

Nocontract or transaction between a corporation and one or more of its directorsor officers, or between a corporation and any other corporation, partnership,association, or other organization in which one or more of its directors orofficers are directors or officers, or have a financial interest, shall be voidor voidable solely for this reason, or solely because the director or officeris present at or participates in the meeting of the board or committee thereofwhich authorizes the contract or transaction, or solely because his or theirvotes are counted for such purpose, if the material facts as to hisrelationship or interest and as to the contract or transaction are disclosed orare known to the Board of Directors or the committee, and the board orcommittee in good faith authorizes the contract or transaction by theaffirmative vote of a majority of the disinterested directors, even though thedisinterested directors be less than a quorum; or the contract or transactionis fair as to the corporation as of the time it is authorized, approved orratified, by the Board of Directors, a committee thereof, of thestockholders.  Common or interesteddirectors may be counted in determining the presence of a quorum at a meetingof the Board of Directors or of a committee which authorizes the contract ortransaction.

ARTICLE XI

PRIVATE PROPERTY

Theprivate property of the stockholders shall not be subject to the payment ofcorporate debts to any extent whatsoever.

ThisRestated Certificate of Incorporation of the Corporation is executed this 1st day of December, 1995 by the President andSecretary of the Corporation heretofore duly authorized, and supersedes theoriginal Certificate of Incorporation and all amendments thereto, to andincluding the date hereof.
|   | /s/ Sidney Sweet |   |
|--------|------------------|--------|
|   | President        |   |
|   |             |   |
|   |             |   |
|   | /s/ J. Pflug     |   |
|   | Secretary        |   |

 

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