Exhibit 3.1

                      ARTICLES OF AMENDMENT AND RESTATEMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                    EXCELLENCY INVESTMENT REALTY TRUST, INC.


         THIS IS TO CERTIFY THAT:

         1. Excellency Investment Realty Trust, Inc., a Maryland corporation,
formed on May 10, 2006 (the "Corporation"), desires to amend and restate its
Articles of Incorporation as currently in effect (the "Articles of
Incorporation").

         2. The provisions set forth in these Articles of Amendment and
Restatement of Articles of Incorporation of the Corporation (the "Amendment and
Restatement") are all the provisions of the Corporation's charter currently in
effect.

         3. The Amendment and Restatement, as hereinafter set forth, was deemed
advisable and approved by the Board of Directors of the Corporation, on July 12,
2006, and approved by the stockholders of the Corporation, on July 12, 2006, as
required by the Maryland General Corporation Law (the "MGCL").

         4. The current address of the principal office of the Corporation in
the State of Maryland is as set forth in Article FOURTH hereof.

         5. The name and address of the Corporation's current resident agent is
as set forth in Article FIFTH hereof.

         6. The number of directors of the Corporation, and the names of those
currently in office, is as set forth in Article SEVENTH hereof.

         7. The Articles of Incorporation are hereby amended and restated in
their entirety as follows:

         FIRST: The undersigned, David Mladen, whose address is 270 Laurel
Street, 1st Floor Office, Hartford, Connecticut 06105, being at least 18 years
of age, does hereby form a corporation under and pursuant to the MGCL.

         SECOND: The name of the corporation (which is hereafter referred to as
the "Corporation") is Excellency Investment Realty Trust, Inc.

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         THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the MGCL.

         FOURTH: The post-office address of the place at which the principal
office of the corporation in the State of Maryland will be located is c/o United
Corporate Services, Inc., 20 South Charles Street, Suite 1200, Baltimore,
Maryland 21201.

         FIFTH: The resident agent of the corporation in the State of Maryland
is United Corporate Services, Inc., whose post-office address is 20 South
Charles Street, Suite 1200, Baltimore, Maryland 21201, which is a Maryland
corporation.

         SIXTH: The total number of shares of stock which the Corporation shall
have authority to issue is 201,000,000 shares, of which 200,000,000 shares shall
be common stock, $0.01 par value per share (the "Common Stock") and 1,000,000
shall be preferred stock, par value $0.01 ("Preferred Stock"). Of the Preferred
Stock 11,000 shares will be Series A Convertible Preferred Stock (the "Series A
Preferred Stock"), and 20,000 shares shall be Series B Preferred Stock, $0.01
par value per share (the "Series B Preferred Stock").

A.       Series A Preferred Stock.
         -------------------------

         Section 1. Designation and Amount. The relative rights, preferences and
limitations of the Series A Preferred Stock shall be in all respects identical,
share for share, to the Common Stock, except as otherwise provided herein.

         Section 2. Dividends. The holders of Series A Preferred Stock shall be
entitled to receive dividends and other distributions when, as and if declared
by the Board of Directors of the Corporation (the "Board of Directors") out of
funds legally available for such purposes. If at any time the Corporation
declares any dividend or other distribution on its Common Stock and there are
shares of its Series A Preferred Stock issued and outstanding, then a dividend
or other distribution shall also be declared on the Series A Preferred Stock
payable at the same time and on the same terms and conditions, entitling each
holder of Series A Preferred Stock to receive the dividend or distribution such
holder would have received had such holder converted the Series A Preferred
Stock as of the record date for determining stockholders entitled to receive
such dividend or distribution.

         Section 3. Voting Rights. Except as otherwise provided by the MGCL, the
Series A Preferred Stock and the Common Stock shall vote as one class, with the
holder of each share of Series A Preferred Stock entitled to the number of votes
equal to the number of shares of Common Stock into which such share of Series A
Preferred Stock could have been converted as of the record date for determining
the stockholders having notice of and to vote at such meeting.

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         Section 4. Reacquired Shares. Any shares of the Series A Preferred
Stock redeemed or purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Series Preferred Stock, unless otherwise provided for in this
Certificate of Incorporation, and may be reissued as part of a new series of
preferred stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions or restrictions on issuance set forth
herein.

         Section 5. Liquidation, Dissolution or Winding Up. Upon the
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) to the holders of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of Series A Preferred Stock shall have
received a liquidation preference of $0.91 per share, plus an amount equal to
unpaid dividends thereon, if any, including accrued dividends, whether or not
declared, to the date of such payment, or (b) to the holders of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. For purposes of this Certificate of
Incorporation, (1) the sale, conveyance, exchange or transfer of all or
substantially all of the property and assets of the Corporation, or (2) the
consolidation or merger of the Corporation with or into any other corporation
(in which the Corporation is not the surviving entity) shall be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Paragraph A, Section 5 if so elected by a majority of the outstanding
shares of Series A Preferred Stock, in their sole discretion. For purposes of
this Certificate of Incorporation the term "junior stock" shall mean the Common
Stock and any other class or series of shares of the Corporation hereafter
authorized over which Series A Preferred Stock has preference or priority in the
payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.

         Section 6.        Conversion.
                           ----------

         (a) Subject to the provisions for adjustments hereinafter set forth,
each share of the Series A Preferred Stock shall be convertible, at any time
hereafter, at the option of the holder thereof, in the manner hereinafter set
forth, into one hundred forty-three (143) fully paid and non-assessable shares
of Common Stock.

         (b) The number of shares of Common Stock into which each share of
Series A Preferred Stock is convertible shall be adjusted from time to time as
follows:

                  (i) In case the Company shall (A) subdivide the outstanding
shares of its Common Stock into a larger number of shares, (B) combine the
outstanding shares of its Common Stock into a smaller number of shares, or (C)
issue by reclassification of its Common Stock any shares of the Company, each


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holder of Series A Preferred Stock shall thereafter be entitled upon conversion
to receive for each share of Series A Preferred Stock held by him the number of
shares of the Company which he would have owned or have been entitled to receive
after the happening of one of the events described above in this clause (i) had
such share of Series A Preferred Stock been converted immediately prior to the
happening of such event. Such adjustment shall become effective on the day next
following the day upon which such subdivision, combination or reclassification
shall become effective.

                  (ii) In case the Company shall consolidate or merge into or
with another corporation, or in case the Company shall sell or convey to any
other person or persons all or substantially all the property of the Company, or
in case the Company shall effect a capital reorganization or reclassification of
its Common Stock, each holder of Series A Preferred Stock then outstanding shall
have the right thereafter to convert each share of Series A Preferred Stock held
by him into the kind and amount of shares of stock, other securities, cash, and
property receivable upon such consolidation, merger, sale, conveyance,
reorganization or reclassification by a holder of the number of shares of Common
Stock into which such share might have been converted immediately prior to such
consolidation, merger, sale, conveyance, reorganization or reclassification and
shall no other conversion rights. In any such event, effective provision shall
be made, in the certificate or articles or incorporation of the resulting or
surviving corporation or otherwise or in any contracts of sale and conveyance so
that, so far as appropriate and as nearly as reasonably may be, the provisions
set forth herein for the protection of the conversion rights of the shares of
Series A Preferred Stock shall thereafter be made applicable. Such adjustments
shall be made successively whenever any event listed above shall occur.

         (c) In the event that at any time, as a result of an adjustment made
pursuant to this Paragraph A, Section 6, the holder of any share of Series A
Preferred Stock thereafter converted shall become entitled to receive any shares
of capital stock or other securities of the Company other than shares of its
Common Stock, thereafter the number of such other shares of capital stock or
other securities so receivable upon conversion of Series A Preferred Stock shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to shares of the
Company's Common Stock contained in this Paragraph A, Section 6, and the
provisions of this Certificate with respect to shares of Common Stock shall
apply, to the extent applicable, on like terms to any such other shares of
capital stock or warrants or other securities.

         (d) If any adjustment in the number of shares of Common Stock into
which each share of the Series A Preferred Stock may be converted as required
pursuant to this Paragraph A, Section 6 would result in an increase or decrease
of less than 1% in the number of shares of Common Stock into which each share of
the Series A Preferred Stock is then convertible, the amount of any such
adjustment shall be carried forward, and adjustment with respect thereto shall
be made at the time of and together with any subsequent adjustment which,


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together with such amount and any other amount or amounts so carried forward,
shall aggregate at least 1% of the number of shares of Common Stock into which
each share of the Series A Preferred Stock is then convertible. All calculations
under this Paragraph A, Section 6(d) shall be made to the nearest one-hundredth
of a share.

         (e) The Board of Directors may, but shall not be required to, increase
the number of shares of Common Stock into which each share of the Series A
Preferred Stock may be converted, in addition to the adjustment required by this
Paragraph A, Section 6, as shall be determined by it (as evidenced by a
resolution of the Board of Directors) to be advisable in order to avoid or
diminish any income deemed to be received by any holder of the Common Stock or
Series A Preferred Stock resulting from any dividend or distribution of stock or
issuance of rights or warrants to purchase or subscribe for stock or from any
event treated as such for federal income tax purposes.

         (f) The holder of any shares of the Series A Preferred Stock may
exercise his or its option to convert such shares into shares of Common Stock by
surrendering for such purpose to the Corporation, at its principal office or at
such other office or agency maintained by the Corporation for that purpose, a
certificate or certificates representing the shares of Series A Preferred Stock
to be converted accompanied by a written notice stating that such holder elects
to convert all or a specified whole number of such shares in accordance with the
provisions of this Paragraph A, Section 6 and specifying the name or names in
which such holder wishes the certificate or certificates for shares of Common
Stock to be issued. In case such notice shall specify a name or names other than
that of such holder, such notice shall be accompanied by payment of all transfer
taxes payable upon the issuance of shares of Common Stock in such name or names.
As promptly as practicable, and in any event within five business days after the
surrender of such certificates and the receipt of such notice relating thereto
and, if applicable, payment of all transfer taxes, the Corporation shall deliver
or cause to be delivered (i) certificates representing the number of validly
issued, fully paid and non-assessable shares of Common Stock of the Corporation
to which the holder of the Series A Preferred Stock so converted shall be
entitled and (ii) if less than the full number of shares of the Series A
Preferred Stock evidenced by the surrendered certificate or certificates, of
like tenor, for the number of shares evidenced by such surrendered certificate
or certificates less the number of shares converted. Such conversions shall be
deemed to have been made at the close of business on the date of giving of such
notice and of such surrender of the certificate or certificates representing the
shares of the Series A Preferred Stock to be converted so that the rights of the
holder thereof shall cease except for the right to receive Common Stock of the
Corporation in accordance herewith, and the converting holder shall be treated
for all purposes as having become the record holder of such Common Stock of the
Corporation at such time.

         (g) Upon conversion of any shares of the Series A Preferred Stock, the
holder thereof shall not be entitled to receive any accumulated, accrued or
unpaid dividends in respect of the shares so converted, provided, however, that
such holder shall be entitled to receive any dividends on such shares of the
Series A Preferred Stock declared prior to such conversion if such holder held


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such shares on the record date fixed for the determination of holders of the
Series A Preferred Stock entitled to receive payment of such dividend.

         (h) The transfer of shares of Series A Preferred Stock by any holder
shall constitute an automatic conversion of such shares into Common Stock in
accordance with Paragraph A, Section 6(a) hereof; provided, however, that the
holder of Series A Preferred Stock may transfer such shares without triggering
such automatic conversion if a transfer is made to (i) the holder's spouse,
children or issue, trustee of trusts or custodians for his benefit or for the
benefit of his spouse, children or issue, or (ii) any entity controlled by or
under common control with such holder or his spouse, children or issue, or (iii)
by operation of law pursuant to rights of testacy and intestacy.

         (i) The Corporation shall at all times reserve and keep available out
of its authorized Common Stock the full number of shares of Common Stock of the
Corporation or other securities assumable upon the conversion of all outstanding
shares of the Series A Preferred Stock.

         Section 7. Adjustments for Consolidation, Merger, etc. Prior to the
consummation of a consolidation or merger or a sale of substantially all of the
property of the Company as described in Section 6(b)(ii) hereof, each
corporation, including this Corporation, which may be required to deliver any
stock, securities cash or other property to the holders of shares of the Series
A Preferred Stock shall assume, by written instrument delivered to each transfer
agent of the Series A Preferred Stock, the obligation to deliver to such holder
such shares of stock, securities, cash or other property to which, in accordance
with the provisions of Paragraph A, Section 6, such holder may be entitled and
each such corporation shall have furnished to each such transfer agent or person
acting in a similar capacity, including the Corporation, an opinion of counsel
for such corporation, stating that such assumption agreement is legal, valid and
binding upon such corporation.

         Section 8. Reports as to Adjustments. Whenever the number of shares of
Common Stock into which the shares of the Series A Preferred Stock are
convertible is adjusted as provided in Paragraph A, Section 6, the Corporation
shall (a) promptly compute such adjustment and furnish to each transfer agent or
person acting in a similar capacity, including the Corporation, for the Series A
Preferred Stock, a certificate, signed by a principal financial officer of the
Corporation, setting forth the number of shares of Common Stock into which each
share of Series A Preferred Stock is convertible as a result of such adjustment
and the computation thereof and when such adjustment will become effective, and
(b) promptly mail to the holders of record of the outstanding shares of the
Series A Preferred Stock a notice stating that the number of shares into which
the shares of Series A Preferred Stock are convertible has been adjusted and
setting forth the new number of shares into which each share of the Series A
Preferred Stock is convertible as a result of such adjustment and when such
adjustment will become effective.

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         Section 9.        Notices of Corporate Action.  In the event of:
                           ---------------------------

         (a) any taking by the Corporation of a record of the holders of its
Common Stock for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a dividend payable solely in cash or shares
of common stock) or other distribution, or any right or warrant to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right;

         (b) any capital reorganization, reclassification or recapitalization of
the Corporation (other than a subdivision or combination of the outstanding
shares of its common stock), any consolidation or merger involving the
Corporation and any other person (other than a consolidation or merger with a
wholly-owned subsidiary of the Corporation, provided that the Corporation is the
surviving or the continuing corporation and no change occurs in the common
stock), or any transfer of all or substantially all the assets of the
Corporation to any other person; or

         (c) any voluntary or involuntary dissolution, liquidation or winding up
of the Corporation;

                  then, and in each such case, the Corporation shall cause to be
mailed to each transfer agent for the shares of the Series A Preferred Stock and
to the holders of record of the outstanding shares of the Series A Preferred
Stock, at least 20 days (or 10 days in case of any event specified in clause (a)
above) prior to the applicable record or effective date thereinafter specified,
a notice stating (i) the date or expected date on which any such record is to be
taken for the purpose of such dividend, distribution or right, or (ii) the date
or expected date to which any such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding up is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Common Stock shall be entitled to exchange their
shares of Common Stock for the securities or other property deliverable upon
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding up. Such notice shall also state
whether such transaction will result in any adjustment in the number of shares
of Common Stock into which each share of the Series A Preferred Stock shall be
convertible upon such adjustment and when such adjustment will become effective.
The failure to give any notice required by this Paragraph A, Section 9, or any
defect therein, shall not affect the legality or validity of any such action
requiring such notice.

B.       Series B Preferred Stock.
         ------------------------

         Section 1. Designation and Amount. The relative rights, preferences and
limitations of the Series B Preferred Stock shall be in all respects identical,
share for share, to the Common Stock of the Corporation, except as otherwise
provided herein.

         Section 2. Voting Rights. The holder of each share of Series B
Preferred Stock shall be entitled to cast one hundred (100) votes per share of


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Series B Preferred Stock held on the record date for the vote or written consent
of stockholders. The holder of each share of Series B Preferred Stock shall be
entitled to notice of any stockholders' meeting in accordance with the bylaws of
the Corporation (the "Bylaws") and shall vote with holders of the Corporation's
Common Stock upon all matters submitted to a vote of the holders of Common
Stock. Additionally, the holders of Series B Preferred Stock shall be entitled
to notice of any meeting in accordance with the Bylaws and shall be entitled to
vote as a class on any matters affecting the holders of Series B Preferred Stock
as a class.

         Section 3. Dividends. The holders of Series B Preferred Stock shall not
be entitled to receive dividends when and as declared, out of the net profits of
the Corporation.

         Section 4. Reacquired Shares. No share or shares of Series B Preferred
Stock acquired by the Corporation by reason of redemption, purchase, conversion
or otherwise shall be reissued, and all such shares shall be returned to the
status of undesignated shares of the Corporation's Preferred Stock.

         Section 5. Liquidation, Dissolution or Winding Up. The holders of
Series B Preferred Stock shall not be entitled to a liquidation preference in
the event of any liquidation, dissolution or winding up of the Corporation.
Neither a consolidation, merger or other business combination of the Corporation
with or into another corporation or other entity nor a sale or transfer of all
or part of the Corporation's assets for cash, securities or other property will
be considered a liquidation, dissolution or winding up of the Corporation.

         Section 6. Conversion. The holders of Series B Preferred Stock shall
not be entitled to convert their shares of Series B Preferred Stock into shares
of Common Stock of the Corporation.

         Section 7. Redemption. The shares of Series B Preferred Stock shall not
be redeemable by the Corporation.

         Section 8. Ranking. The Series B Preferred Stock shall rank junior to
all other series of Preferred Stock of the Corporation as to the distributions
of assets, unless the terms of any such series shall provide otherwise.

         Section 9. Restrictions and Limitations. So long as any shares of
Series B Preferred Stock remain issued and outstanding, the Corporation shall
not without the consent of the holders of a majority of the shares of Series B
Preferred Stock then outstanding:

         (a) Amend, alter or repeal any provision of the Certificate of
Incorporation (including this Certificate of Designation), or the Bylaws;

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         (b) Authorize, or increase the authorized amount of, any additional
class or series of stock; or

         (c) Effect any reclassification of the Series B Preferred Stock.

         Section 10.       Adjustments for Certain Events.
                           ------------------------------

         (a) Adjustment for Stock Splits and Combinations. If the Corporation
shall, at any time, or from time to time after the initial issuance of the
Series B Preferred Stock (the "Original Issue Date"), effect a subdivision of
the outstanding Common Stock, the number of votes the holders of Series B
Preferred Stock are entitled to, pursuant to Paragraph B, Section 2 hereof,
shall be proportionately increased. If the Corporation shall at any time or from
time to time after the Original Issue Date combine the outstanding shares of
Common Stock, the number of votes the holders of Series B Preferred Stock are
entitled to, pursuant to Paragraph B, Section 2 hereof, shall be proportionately
decreased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision or combination becomes effective.

         (b) Adjustment for Merger or Reorganization, etc. Prior to the
consummation of a consolidation or merger or a sale of substantially all of the
property of the Corporation, each corporation, including the Corporation, which
may be required to deliver any stock, securities cash or other property to the
holders of shares of the Series B Preferred Stock shall assume, by written
instrument delivered to each transfer agent of the Series B Preferred Stock, the
obligation to deliver to such holder such shares of stock, securities, cash or
other property to which such holder may be entitled and each such corporation
shall have furnished to each such transfer agent or person acting in a similar
capacity, including the Corporation, an opinion of counsel for such corporation,
stating that such assumption agreement is legal, valid and binding upon such
corporation.

         (c) No Impairment. The Corporation will not, by amendment of this
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Paragraph B, Section 10 and in the taking of all such action as may be necessary
or appropriate in order to protect the rights of the holders of the Series B
Preferred Stock against impairment.

         (d) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Paragraph B, Section 10, the
Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder, if
any, of Series B Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based and shall file a copy of such certificate with its


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corporate records. The Corporation shall, upon the written request at any time
of any holder of Series B Preferred Stock, furnish or cause to be furnished to
such holder a similar certificate setting forth: (1) such adjustments and
readjustments, and (2) the number of votes such holder is then entitled to.

         Section 11.       Notices of Corporate Action.  In the event of:
                           ---------------------------

         (a) any capital reorganization, reclassification or recapitalization of
the Corporation (other than a subdivision or combination of the outstanding
shares of its common stock), any consolidation or merger involving the
Corporation and any other person (other than a consolidation or merger with a
wholly-owned subsidiary of the Corporation, provided that the Corporation is the
surviving or the continuing corporation and no change occurs in the common
stock), or any transfer of all or substantially all the assets of the
Corporation to any other person; or

         (b) any voluntary or involuntary dissolution, liquidation or winding up
of the Corporation;

                  then, and in each such case, the Corporation shall cause to be
mailed to each transfer agent for the shares of the Series B Preferred Stock and
to the holders of record of the outstanding shares of the Series B Preferred
Stock, at least 20 days (or 10 days in case of any event specified in clause (a)
above) prior to the applicable record or effective date thereinafter specified,
a notice stating (i) the date or expected date to which any such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of record of Common Stock and
Preferred Stock shall be entitled to exchange their shares of Common Stock
and/or Preferred Stock for the securities or other property deliverable upon
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding up. The failure to give any notice
required by this Section 11, or any defect therein, shall not affect the
legality or validity of any such action requiring such notice.

         Section 12. Amendment. This Certificate of Designation constitutes an
agreement between the Corporation and the holders of the Series B Preferred
Stock. It may be amended by vote of both the Board of Directors of the
Corporation and the holders of a majority of the outstanding shares of Series B
Preferred Stock.

C. The Board of Directors of the Corporation ( the "Board of Directors") is
authorized to issue the capital stock in one or more classes or one or more
series of stock within any class thereof and which classes or series may have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, shall be stated and
expressed in the resolution or resolutions providing for the use issue of such
stock adopted by the Board of Directors.

         SEVENTH: The business and affairs of the Corporation shall be managed
under the direction of the Board of Directors. The number of directors of this
Corporation shall be as specified in the Bylaws, and such number may from time
to time be increased or decreased under the Bylaws or an amendment or change


                                 Page 10 of 16
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thereof. The number of directors of the Corporation shall initially be one (1),
but shall never be less than the minimum number required by the MGCL. Directors
and officers need not be shareholders. In case of vacancies on the Board of
Directors, a majority of the remaining members of the Board, even though less
than a quorum, may elect directors to fill such vacancies to hold office until
the next annual meeting of the shareholders. The Directors shall be elected at
each annual meeting or any regular meeting of the Shareholders; however, if any
such annual meeting is not held or the Directors are not elected thereat, the
Directors may be elected at any special meeting of Shareholders held for that
purpose. All Directors shall hold office until their respective successors are
elected and qualify.

         The name of the director who shall serve until the first annual meeting
of stockholders and until his successor is elected and qualifies in David
Mladen.

         EIGHTH: The Bylaws for the governing of this Corporation may be
adopted, amended, altered, repealed or readopted by the Board of Directors at
any stated or special meeting of such board, but the powers of such directors in
this regard shall at all times be subject to the rights of the shareholders to
alter or repeal such Bylaws at any annual or special meeting of shareholders.

         NINTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and shareholders:

         (a) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class, whether now or
hereafter authorized, or securities convertible into shares of its stock of any
class or classes, whether now or hereafter authorized.

         (b) The Board of Directors may classify or reclassify any unissued
stock by setting or changing in any one or more respects, from time to time
before issuance of such stock, the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms or conditions of redemption of such stock.

         (c) The Board of Directors shall have power, if authorized by the
Bylaws, to designate by resolution or resolutions adopted by a majority of the
whole Board of Directors, one or more committees, which, to the extent provided
in said resolutions or in the Bylaws of the Corporation and permitted by the
MGCL, shall have and may exercise any or all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
shall have power to authorize the seal of the Corporation to be affixed to all
instruments and documents which may require it.

         (d) If the Bylaws so provide, the Board of Directors of the Corporation
shall have power to hold its meetings, to have an office or offices and, subject


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to the provisions of the MGCL, to keep the books of the Corporation, outside of
the State of Maryland at such place or places as may from time to time be
designated by it.

         (e) The Board of Directors shall have power to borrow or raise money,
from time to time and without limit, upon any terms, for any corporate purposes,
and, subject to the MGCL, to authorize the creation and issue debentures, bonds,
notices or other evidences of indebtedness for moneys so borrowed, to include
therein such provisions as to redeemability, convertibility or otherwise, as the
Board of Directors, in its sole discretion, may determine and to secure the
payment of principal, interest or sinking fund in respect thereof by mortgage
upon, or the pledge of, or the conveyance or assignment in trust of, the whole
or any part of the properties, assets and good will of the Corporation then
owned or thereafter acquired.

         The enumeration and definition of a particular power of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other section of this Certificate or construed as or deemed by inference or
otherwise in any manner to exclude or limit any powers conferred upon the Board
of Directors under the laws of the State of Maryland now or hereafter in force.

         (f) Notwithstanding any provision of law to the contrary and except as
otherwise provided in this Certificate, the affirmative vote of a majority of
all the votes entitled to be cast on the matter shall be sufficient, valid and
effective, after due authorization, approval and/or advice of such action by the
Board of Directors, as required by law, to approve and authorize the following
acts of the Corporation:

                  (i) the amendment of the Certificate of Incorporation of the
Corporation;

                  (ii) the consolidation of the Corporation with one or more
corporations to form a new consolidated corporation;

                  (iii) the merger of the Corporation into another corporation
or the merger of one or more other corporations into the Corporation;

                  (iv) the sale, lease, exchange or other transfer of all, or
substantially all, of the property and assets of the Corporation, including its
goodwill and franchises;

                  (v) the participation by the Corporation in a share exchange
as the Corporation the stock of which is to be acquired; and

                  (vi) the voluntary of involuntary liquidation, dissolution or
winding-up of the Corporation.

         (g) The holders of Common Stock entitled to vote generally in the
election of directors may take action or consent to any action by delivering a


                                 Page 12 of 16
<PAGE>

consent in writing or by electronic transmission of the stockholders entitled to
cast not less than the minimum number of votes that would be necessary to
authorize or take the action at a stockholders meeting if the Corporation gives
notice of the action to each holder of the class of Common Stock not later than
ten (10) days after the effective date of the action

         TENTH: Except as may otherwise be provided by the Board of Directors,
no holder of any shares of the capital stock of the Corporation shall have any
preemptive right to purchase, subscribe for or otherwise acquire any shares of
stock of the Corporation of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such shares, or any warrants or
other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.

         ELEVENTH: To the extent permitted by law, no contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the directors or officers are present at or
participate in the meeting of the Board of Directors or any committee thereof
which authorizes the contract or transaction, or solely because the directors or
officers of their votes are counted for each purpose.

         TWELFTH: (a) A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) for any
transaction from which the director derived an improper personal benefit (iii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, or (iii) as otherwise specified under the
MGCL. If the MGCL is amended after approval by the shareholders of this
paragraph to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the MGCL, as so amended.

         (b) Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

         (c) Each person who was or is made a party to or is threatened to be
made a party to or is otherwise involved in any action, suit or Proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"Proceeding"), by reason of the fact that he is or was a director, officer or
employee of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans (hereinafter an "Indemnitee"), whether
the basis of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the MGCL, as the same exists


                                 Page 13 of 16
<PAGE>

or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorney's fees, judgments, fines, Employee Retirement Income Security Act
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith and such indemnification
shall continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators; provided, however, that except as provided in
subparagraph (d) hereof with respect to Proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such Indemnitee in
connection with a Proceeding (or part thereof) initiated by such Indemnitee only
if such Proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this paragraph shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending and such Proceeding in advance of its final
disposition (hereinafter an "Advancement of Expenses"); provided, however, that
if the MGCL requires, an Advancement of Expenses incurred by an Indemnitee in
his capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such Indemnitee, including without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an Undertaking, by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such Indemnitee is
not entitled to be indemnified for such expenses under this paragraph or
otherwise (hereinafter an "Undertaking").

         (d) If a claim under subparagraph (c) of this paragraph is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an Advancement of
Expenses, in which case the applicable period shall be twenty (20) days, the
Indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit or in a suit brought by the Corporation to recover an Advancement of
Expenses pursuant to the terms of the Undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by an Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by an Indemnitee to enforce a right to an
Advancement of Expenses) it shall be a defense that, and (ii) any suit by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking that Corporation shall be entitled to recover such expenses upon a
final adjudication that the Indemnitee has not met the applicable standard of
conduct set forth in the MGCL. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or its shareholders) to have
made a determination prior to the commencement of such suit that indemnification
of the Indemnitee is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct set forth in the MGCL, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel or its shareholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the Indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such a suit. In any suit brought by


                                 Page 14 of 16
<PAGE>

an Indemnitee to enforce a right hereunder, or by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified or to such
Advancement of Expenses under this paragraph or otherwise shall be on the
Corporation.

         (e) The rights to indemnification and to the Advancement of Expenses
conferred in this paragraph shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this Certificate of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors or otherwise.

         (f) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the MGCL.

         (g) The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the Advancement
of Expenses, to any agent of the Corporation to the fullest extent of the
provisions of this paragraph with respect to the indemnification and Advancement
of Expenses of directors, officers and employees of the Corporation.

         THIRTEENTH: 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 shareholders or any class of them, any court of equitable
jurisdiction within the State of Maryland, on the application in a summary way
of this Corporation or of any creditor or shareholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of the MGCL or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under the provisions
of the MGCL, may order a meeting of the creditors or class of creditors, and/or
of the shareholders or class of shareholders of this Corporation, as the case
may be, to be summoned in such manner as the court directs. If a majority in
number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, and/or on all the shareholders or class of
shareholders, of this Corporation, as the case may be, and also on this
Corporation.

         8. Immediately before the filing of this Amendment and Restatement, the
total number of shares of capital stock of all designations which the
Corporation had authority to issue was 25,000,000 shares, of which 24,000,000


                                 Page 15 of 16
<PAGE>

shares were Common Stock, $0.01 par value per share, and 1,000,000 shares were
Preferred Stock, $0.01 par value per share. Of the 1,000,000 shares of Preferred
Stock, 11,000 were designated as Series A Preferred Stock, $0.01 par value per
share, and 20,000 were designated as Series B Preferred Stock, $0.01 par value
per share.

         9. Immediately after the filing of this Amendment and Restatement, the
total number of shares of capital stock of all designations which the
Corporation has authority to issue is 201,000,000 shares, of which 200,000,000
shares are Common Stock, $0.01 par value per share, and 1,000,000 shares are
Preferred Stock, $0.01 par value per share. Of the 1,000,000 shares of Preferred
Stock, 11,000 are designated as Series A Preferred Stock, $0.01 par value per
share, and 20,000 are designated as Series B Preferred Stock, $0.01 par value
per share.

         10. The undersigned President of the Corporation acknowledges this
Amendment and Restatement to be the corporate act of the Corporation and, as to
all matters and facts required to be verified under oath, that to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment and
Restatement to be signed in its name and on its behalf by its President, and
attested to by its Secretary, on this 12th day of July, 2006.

                                                EXCELLENCY INVESTMENT
                                                REALTY TRUST, INC.


                                                /s/ David Mladen
                                                ----------------------------
                                                David Mladen
                                                President

ATTEST:


/s/ David Mladen
-----------------------------
David Mladen
Secretary




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