EXHIBIT 3.3

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               SOUND ADVICE, INC.

                                    ARTICLE I

         The name of the corporation is SOUND ADVICE, INC. (hereinafter called
the "Corporation").

                                   ARTICLE II

         The general nature of the business or businesses to be transacted is:

                  (a) To carry on the business of purchasing and selling at
wholesale and retail electronic equipment and component parts and all businesses
necessarily or impliedly incidental thereto.

                  (b) To buy, sell, exchange, lease, lend, import, export,
manufacture, repair, service, improve, manage, deal and trade in any and all
kinds of property, real, personal or mixed, of whatsoever nature and wheresoever
situated, as principal, agent, factor, correspondent, or broker, for the
corporation account or for the account of others.

                  (c) To negotiate, invest in, acquire, buy, sell, transfer,
convey, encumber, hypothecate, exchange, trade, service, deal in any and all
types of investments and securities, as principal, agent, factor, correspondent,
representative or broker.

                  (d) To engage in any and all lawful businesses, trades,
occupations and professions.

                  (e) To generally engage in, do and perform any enterprise, act
or vocation that a natural person might or could do or perform.

                  (f) To engage in any commercial, industrial and agricultural
enterprises calculated or designed to be profitable to this corporation and in
conformity with the laws of the State of Florida.

                                   ARTICLE III

         The aggregate number of shares which the corporation shall have the
authority to issue is ten million (10,000,000) shares of common stock, all of
which are to have a par value of one cent ($0.01).

                                   ARTICLE IV

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         The amount of capital with which the corporation shall begin business
shall be Five Hundred ($500.00) Dollars.

                                    ARTICLE V

         The corporation is to have perpetual existence.

                                   ARTICLE VI

         The post office address of the principal office of the corporation is
1901 Tigertail Boulevard, Dania Beach, Florida 33004.

                                   ARTICLE VII

         DIRECTORS

                  (a) NUMBER. The number of directors of the corporation may be
either increased or decreased from time to time as provided for in the By-laws
of the corporation, but shall never be less than one.

                  (b) STAGGERED TERMS. The Board of Directors shall be divided
into three classes, as nearly equal in number as possible. The first director in
excess of the number divisible by three shall be assigned to Class I, and any
additional director shall be assigned to Class II, as the case may be. At the
first election of directors to such classified Board of Directors, each Class I
Director shall be elected to serve until the next ensuing annual meeting of
shareholders, each Class II Director shall be elected to serve until the second
annual meeting of shareholders and each Class III Director shall be elected to
serve until the third annual meeting of shareholders. At each annual meeting of
shareholders following the meeting at which the Board of Directors is initially
classified, the number of directors equal to the number of directors of a class
whose term expires at the time of such meeting shall be elected to serve until
the third ensuing annual meeting of shareholders. Notwithstanding any of the
foregoing provisions of this Article 7, directors shall serve until their
successors are elected and qualified or until their earlier death, resignation
or removal from office, or until there is a decrease in the number of directors;
provided, however, that no decrease in the number of directors shall have the
effect of shortening the term of any incumbent director.

                                  ARTICLE VIII

         The names and post office address of the President and
Secretary-Treasurer are:

           President       PETER BESHOURI            1901 Tigertail Boulevard
                                                     Dania Beach, Florida  33004

           Secretary       MICHAEL BLUMBERG          1901 Tigertail Boulevard
                                                     Dania Beach, Florida  33004

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                                   ARTICLE IX

                  The Board of Directors is authorized to adopt By-laws,
including provisions, governing the issuance of stock certificates to replace
lost or destroyed stock certificates and provisions prohibiting the transfer of
the stock of the corporation and of the preemptive rights to such stock,
provided such By-laws are not contrary to the laws of the State of Florida.

                                    ARTICLE X

         The corporation shall indemnify any officer or director, or any former
officer or director, of the corporation to the fullest extent permitted by law.

                                   ARTICLE XI

         Any shareholder of record of the corporation holding 15% or more of the
outstanding shares of common stock of the corporation shall be entitled to
require cumulative voting for the election of the directors of the corporation
at the next shareholders' meeting to be held by he corporation for the purpose
of the election of directors provided such shareholder, at the time such
shareholder holds 15% or more of the outstanding common stock of the
corporation, shall elect to require cumulative voting by giving written notice
to the President or Vice President of the corporation no later than six months
after the holding of the previous shareholders' meeting at which directors of
the corporation were elected. In such event, each shareholder of the corporation
at the next shareholders' meeting for the election of directors shall be allowed
to cumulatively vote his shares and give one candidate as many votes as the
number of directors to be elected multiplied by the number of said shareholders'
shares or to distribute such votes on the same principle among as many
candidates as such shareholder may wish. The right to vote cumulatively as
herein provided shall not be further restricted or qualified by any provision in
the By-laws of the company.