Amended And Restated Certificate Of Incorporation

EXHIBIT 99.1


AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


OF


BUFFTON CORPORATION


Buffton Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:


1. The name of the Corporation is Buffton Corporation. Buffton Corporation was originally incorporated under the name Buffton Oil & Gas, Inc. The original Certificate of Incorporation of the Corporation was filed on December 17, 1980.


2. Amendments to the original Certificate of Incorporation of the Corporation were filed on February 18, 1983, October 2, 1985, February 11, 1987 and February 22, 1989.


3. To restate the Certificate of Incorporation of the Corporation to include the referenced amendments, and to further amend the Certificate of Incorporation to change the name of the Corporation to "BFX Hospitality Group, Inc.," pursuant to Sections 242 and 245 of the General Corporation Law of Delaware, this Amended and Restated Certificate of Incorporation restates, integrates and further amends the provisions of the Certificate of Incorporation of the Corporation.


4. The text of the Amended and Restated Certificate of Incorporation, as amended or supplemented, is hereby restated and further amended to read in its entirety as follows:


ARTICLE I


The name of the Corporation is BFX Hospitality Group, Inc.


ARTICLE II


The registered office of the Corporation in the state of Delaware is located at No. 100 West 10th Street, in the city of Wilmington, county of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company.


ARTICLE III


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 Delaware.


ARTICLE IV


The total number of shares of stock which the Corporation shall have authority to issue is 35,000,000, of which 30,000,000 shares shall be Common Stock having a par value of $.05 each, and 5,000,000 shares shall be Preferred Stock having a par value of $.01 each.


The 5,000,000 shares of Preferred Stock may be issued from time to time, in one or more series with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as may be designated by the Board of Directors prior to the issuance of such series, and the Board of Directors is hereby expressly authorized to fix by resolution or resolutions prior to such issuance such designations, preferences and relative, participating, optional or other special rights, or qualifications, limitations or restrictions, including, without limiting the generality of the foregoing, the following:


1. the date and times at which, and the rate or rates at which, dividends
on such series of Preferred Stock shall be paid;


2. the right, if any, of the holders of such series of the Preferred Stock
to vote and the manner of voting, except as may otherwise be provided by
the General Corporation Law of Delaware;


3. the right, if any, of the holder of shares of such series of Preferred
Stock to convert the same into, or exchange the same for, other classes of
stock of the Corporation, and the terms and conditions for such conversion
or exchange;


4. the redemption price or prices and the time at which, and the terms and
conditions on which, the shares of such series of Preferred Stock may be
redeemed;


5. the rights of the holders of shares of such series of Preferred Stock
upon the voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the Corporation; and


6. the terms of the sinking fund or redemption or purchase account, if
any, to be provided for such series of Preferred Stock.


The designations, preferences and relative, participating, optional or other special rights, the qualifications, limitations or restrictions thereof, of each additional series, if any, may differ from those of any and all other series already outstanding.


ARTICLE V


The amount of authorized stock of the Corporation of any class or classes may be increased or decreased by the affirmative vote or written consent of the holders of a majority of the stock of the Corporation entitled to vote.


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ARTICLE VI


SECTION 1. The business and property of the Corporation shall be managed and controlled by its Board of Directors. The number of directors shall not be less than three. The number of Directors shall be fixed from time to time exclusively by a vote of a majority of the Board of Directors, except as otherwise fixed by or pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of the holders of the Preferred Stock. The Board of Directors shall be divided into three classes, Class I, Class II and Class III, which shall be as nearly equal in number as possible. At the annual meeting of stockholders to be held in 1989, Class I directors shall be elected for a term expiring at the annual meeting of stockholders to be held in 1990, Class II directors shall be elected for a term expiring at the annual meeting of stockholders to be held in 1991, and Class III directors shall be elected for a term expiring at the annual meeting of stockholders to be held in 1992, with each director to hold office until his successor is elected and qualified. At each annual meeting of stockholders subsequent to 1989, the successors of the class of directors whose terms expire at that annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election. The election of directors need not be by written ballot unless so provided by the By-laws. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Any newly created or eliminated directorship resulting from an increase or decrease in the Board of Directors shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal as possible.


SECTION 2. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of the holders of the Preferred Stock, newly created directorships resulting from any increase in the number of directors and any vacancies of the Board of Directors resulting from death, resignation, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence of this Section 2 shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified.


SECTION 3. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of the holders of the Preferred Stock, any director may be removed from office only for cause and only by the affirmative vote of the holders of 80% of the then outstanding shares of each class of stock of the Corporation having voting power for the election of directors.


SECTION 4. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least 80% of the then outstanding shares of each class of stock of the Corporation having voting power for the election of directors shall be required to alter, amend or repeal this Article VI, except as otherwise provided for or fixed by or pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of the holders of the Preferred Stock.


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ARTICLE VII


In furtherance and not in limitation of the power conferred upon the Board of Directors by law, the Board of Directors shall have power to make, adopt, alter, amend and repeal from time to time By-laws of the Corporation, subject to the right of the stockholders entitled to vote with respect there ...