CERTIFICATE OF
                   VISUAL BIBLE INTERNATIONAL, INC.
                         (the "Certificate")


        THE UNDERSIGNED, being the President of VISUAL BIBLE
INTERNATIONAL, INC., a Florida corporation (the "Corporation"),
hereby certifies the following:

        1.      Pursuant to Section 607.1007 of the Florida Business
Corporation Act (the "FBCA"), the board of directors of the
Corporation (the "Board") has, by action by written consent of
directors pursuant to Section 607.0821 of the FBCA (the "Director's
Action"), on September 10, 2001 restated the Articles of
Incorporation of the Corporation (the "Restated Articles").  A true
and correct copy of which Restated Articles are attached hereto as
Exhibit 1.

        2.      The Restated Articles do not contain amendments (the
"Amendments") to the original articles of incorporation requiring
shareholder approval.

        3.      The Restated Articles contain an amendment effecting
a share combination without shareholder approval (the "Combination
Amendment").  Accordingly, pursuant to the provisions Section
607.10025 of the FBCA:

         (a)    The Combination Amendment was duly adopted by the
Board on September 10, 2001.

         (b)    The Combination Amendment does not adversely affect
the rights or preferences of the holders of outstanding shares of
any class or series and does not result in the percentage of
authorized shares that remain unissued after the combination
exceeding the percentage of authorized shares that were unissued
before the combination.

         (c)    The Combination Amendment affects the $0.001 par
value common stock of the Company (the "Common Shares") and combines
each three (3) Common Shares outstanding on September 24, 2001 (the
"Record Date") into one (1) Common Share outstanding.

         (d)    The Combination Amendment shall be effective on the
later to occur of September 25, 2001 or the filing by the Secretary
of State of the State of Florida of the Restated Articles.

        4.      The date of this Certificate is September 10, 2001.

                                                              VISUAL
                                                              BIBLE
                                                              INTERNATIONAL,
                                                              INC.


                                                              By:
/s/ Douglas J. McKenzie

                                                              Douglas
                                                              J.


                McKenzie, President


                              EXHIBIT 1

                         AMENDED AND RESTATED
                      ARTICLES OF INCORPORATION
                                  OF
                   VISUAL BIBLE INTERNATIONAL, INC.


                              ARTICLE I
                            CORPORATE NAME

        The name of the corporation is Visual Bible International,
Inc. (the "Corporation").

                              ARTICLE II
                               ADDRESS

        The street address and mailing address of the principal
office of the Corporation is:

                       5100 Town Center Circle
                              Suite 430
                      Boca Raton, Florida 33486

                             ARTICLE III
                            CAPITALIZATION

        The aggregate number of shares of all classes that the
Corporation shall have authority to issue is Thirty Three Million
Three Hundred Thirty Three Thousand Three Hundred Thirty Three
(33,333,333) shares, of which Twenty Five Million (25,000,000)
shares shall have a par value of $.001 and shall be a class
designated as "Common Shares" and of which Eight Million Three
Hundred Thirty Three Thousand Three Hundred Thirty Three (8,333,333)
shares shall have a par value of $.001 and shall be a class
designated as "Preferred Shares".

B.      Common Shares.  Each Common Share shall entitle the holder
thereof to one vote.  No holder of the Common Shares shall be
entitled to any right of cumulative voting.

C.      Preferred Shares.

        1.      Preferred Shares may be issued from time to time in
one or more series, each such series to have distinctive serial
designations, as same shall hereafter be determined in the
resolution or resolutions providing for the issuance of such
Preferred Shares from time to time as adopted by the board of
directors of the Corporation (the "Board of Directors") pursuant to
the authority to do so, which authority is hereby vested in the
Board of Directors.

        2.      Each series of Preferred Shares may: (a) have such
number of shares; (b) have such voting powers, full or limited (c)
may be without voting power; (d) be redeemable or convertible at
such time or times and at such prices; (e) entitle the holders
thereof to receive distributions calculated in any manner, including
but not limited to dividends, which may be cumulative,
non-cumulative or partially cumulative, at such rate or rates, on
such conditions, from such date or dates, at such times, and payable
in preference to, or in such relation to, the dividends payable on
any other class or classes or series of shares; (f) have such
preference over any other class of shares with respect to
distributions, including but not limited to dividends and
distributions upon dissolution of the Corporation; (g) be made
convertible into, or exchangeable for, shares of any other class or
classes (except the class having prior or superior rights and
preferences as to the dividends or distribution assets upon
liquidation) or of any other series of the same or any other class
or classes of shares of the Corporation at such price or prices or
at such rates of exchange, and with such adjustments; (h) be
entitled to the benefit of a sinking fund or purchase fund to be
applied to the purchase or redemption of shares of such series in
such amount or amounts; (i) be entitled to the benefit of conditions
and restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any additional
shares (including additional shares of such series or of any other
series) and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or other acquisition
by the Corporation or any subsidiary of any outstanding shares of
the Corporation; and (j) have such other relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions, as stated in the resolution or resolutions adopted by
the Board of Directors providing for the issuance of any series of
Preferred Shares.

        3.      Except where otherwise set forth in the resolution
or resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Shares, the number of shares
comprised in such series may be increased or decreased (but not
below the number of shares then outstanding) from time to time by
like action of the Board of Directors.

        4.      Shares of any series of Preferred Shares which have
been redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if
convertible, were exchangeable, have been converted into or
exchanged for shares of any other class or classes, shall have the
status of authorized and unissued Preferred Shares and may be
reissued as a part of the series of which they were originally a
part or may be reclassified and reissued as part of a new series of
Preferred Shares to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred
Shares, all subject to the conditions or restrictions on issuance
set forth in the resolution of resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Shares
and to any filing required by law.

                              ARTICLE IV
                           REGISTERED AGENT

        The registered agent and street address of the registered
office of the Corporation is:

                     E.H.G. Resident Agents, Inc.
                  5100 Town Center Circle, Suite 430
                      Boca Raton, Florida 33486

                              ARTICLE V
                             INCORPORATOR

        The name of the Incorporator of the Corporation is:


                            Glen Akselrod


                              ARTICLE VI
                         CORPORATE AUTHORITY

        The corporation is organized for the purpose of transacting
any and all lawful activities or business for which corporations may
be formed under the Florida Business Corporations Act (the "FBCA").

                             ARTICLE VII
                              DIRECTORS


        The corporation shall have one director, provided that the
number of directors may be increased or diminished from time to time
as provided in the bylaws of the Corporation (the "Bylaws") so long
as there shall never be less than one director.

                             ARTICLE VIII
                                BYLAWS

        The initial Bylaws of the Corporation shall be adopted by
the Board of Directors.

                              ARTICLE IX
                         CORPORATE EXISTENCE

        The corporate existence of the Corporation shall commence on
the filing of these Articles of Incorporation by the Department of
State of the State of Florida.

                              ARTICLE X
                       AFFILIATED TRANSACTIONS

        The Corporation expressly elects not to be governed by
Section 607.0901 of the Florida Business Corporation Act, as amended
from time to time, relating to affiliated transactions.

                              ARTICLE XI
                             COMBINATION


A.      Upon the later to occur of September 25, 2001 or the filing
by the Secretary of State of the State of Florida of these Amended
and Restated Articles of Incorporation each three (3) Common Shares
outstanding on September 24, 2001 (the "Record Date") shall be
combined into one (1) Common Share.

B.      The Corporation may issue fractional Common Shares or scrip
certificates therefor to the holders of the Common Shares as of the
Record Date by reason of the foregoing combination.  The Board of
Directors of the Corporation or any corporate committee thereof is
empowered to adopt further rules and regulations concerning such
fractional interests or scrip.

        IN WITNESS WHEREOF, the undersigned incorporator has
executed these Amended and Restated Articles of Incorporation this
11th day of September, 2001.





                                                              By:
/s/ Douglas J. McKenzie

                                                              Douglas
                                                              J.


                McKenzie, President





                      ACCEPTANCE OF APPOINTMENT
                                  OF
                           REGISTERED AGENT


        The undersigned hereby accepts the appointment as registered
agent of VISUAL BIBLE INTERNATIONAL, INC., contained in the
foregoing Amended and Restated Articles of Incorporation and states
that the undersigned is familiar with and accepts the obligations
set forth in Section 607.0508 of the Florida Business Corporation Act.

                                                              E.H.G.
                                                              RESIDENT
                                                              AGENTS,
                                                              INC.




Date: September 11, 2001                                      By:
/s/ Edward H. Gilbert
                                                              Edward
                                                              H.
                                                              Gilbert,
                                                              President