EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                QUOTEMEDIA, INC.


     Quotemedia,  Inc., a corporation  organized and existing  under the laws of
the State of Nevada (the "Corporation"), hereby certifies as follows:

     1. Pursuant to Section  78.403 of the Nevada  Revised  Statutes  Annotated,
these Second Amended and Restated  Articles of Incorporation  restate,  in their
entirety,  and amend,  the provisions of the Articles of  Incorporation  of this
Corporation.

     2. The text of the Second Amended and Restated Articles of Incorporation is
hereby restated to read in its entirety as follows:

     FIRST: The name and of the Corporation shall be Quotemedia, Inc.

     SECOND:  The  Corporation's  registered  office  in the  state of Nevada is
located at 311 N. Carson  Street,  Carson City,  Nevada  89701.  The name of its
resident agent at that address is State Agent and Transfer Syndicate, Inc.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations  may now or hereafter be organized  pursuant to
the General Corporation Law of Nevada.

     FOURTH:  The  said  Corporation  is  to  have  perpetual  existence  unless
dissolved according to law.

     FIFTH:  The total  number of shares of all  classes  which the  Corporation
shall have authority to issue is 110,000,000,  of which 10,000,000  shares shall
be Preferred Shares, par value $0.001 per share, and 100,000,000 shall be Common
Shares,  par  value  $0.001  per  share,  and  the  designations,   preferences,
limitations, and relative rights of the shares of each class are as follows:

          1.  PREFERRED  SHARES:  The  Corporation  may  divide  and  issue  the
     Preferred  Shares in series.  Preferred  Shares of each  series when issued
     shall be  designated  to  distinguish  them  from the  shares  of all other
     series. The Board of Directors is hereby expressly vested with authority to
     divide the class of Preferred  Shares into series and to fix and  determine
     the  relative  rights and  preferences  of the shares of any such series so
     established to the full extent permitted by these Articles of Incorporation
     and the laws of the State of Nevada in respect of the following:

               (a) The  number of  shares to  constitute  such  series,  and the
          distinctive designations thereof;
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               (b) the rate and  preference  of  dividends,  if any, the time of
          payment of dividends,  whether  dividends are  cumulative and the date
          from which any dividend shall accrue;

               (c)  whether  shares may be redeemed  and, if so, the  redemption
          price and the terms and conditions of redemption;

               (d) the  amount  payable  upon  shares  in event  of  involuntary
          liquidation;

               (e)  the  amount  payable  upon  shares  in  event  of  voluntary
          liquidation;

               (f) sinking fund or other provisions,  if any, for the redemption
          or purchase of shares;

               (g) the terms and conditions on which shares may be converted, if
          the shares of any series are issued with the privilege of conversion;

               (h) voting  powers,  as a class,  to elect up to two directors to
          the Board of Directors, if any; and

               (i) any other relative  rights and  preferences of shares of such
          series including,  without limitation,  any restriction on an increase
          in the number of shares of any series  theretofore  authorized and any
          limitation or  restriction  of rights or powers to which shares of any
          future series shall be subject.

     2. COMMON SHARES:

          (a) The  rights of holders of Common  Shares to receive  dividends  or
     share  in  the   distribution  of  assets  in  the  event  of  liquidation,
     dissolution,  winding up of the affairs of the Corporation shall be subject
     to the  preferences,  limitations,  and  relative  rights of the  Preferred
     Shares fixed in the  resolution  of  resolutions  which may be adopted from
     time to time by the Board of Directors of the Corporation providing for the
     issuance of one or more series of the Preferred Shares.

          (b) The holders of the Common Shares shall be entitled to one vote for
     each  share  of  Common  Shares  held by them of  record  at the  time  for
     determining the holders thereof entitled to vote.

          (c) Unless otherwise ordered by a court of competent jurisdiction,  at
     all meetings of  stockholders  a majority of the  stockholders  entitled to
     vote at such meeting, represented in person or by proxy, shall constitute a
     quorum.

          (d) The  stockholders,  by vote or  concurrence  of a majority  of the
     outstanding  shares of the  Corporation,  or any  class or series  thereof,
     entitled to vote on the subject matter,  may take any action which,  except

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     for this  provision,  would  require a  two-thirds  vote  under the  Nevada
     Corporation Code.

     SIXTH:  Cumulative  voting  in  the  election  of  Directors  shall  not be
permitted by this Corporation.

     SEVENTH:  A  stockholder  of the  Corporation  shall not be  entitled  to a
preemptive right to purchase,  subscribe for, or otherwise  acquire any unissued
or treasury  shares of stock of the  Corporation,  or any options or warrants to
purchase,  subscribe  for or  otherwise  acquire  any such  unissued or treasury
shares or any shares, bonds, notes, debentures,  or other securities convertible
into or carrying  options or warrants to  purchase,  subscribe  for or otherwise
acquire any such unissued or treasury shares.

     EIGHTH:  The  governing  board  of  this  Corporation  shall  be  known  as
directors.  The affairs and  management of this  Corporation  shall be under the
control of the Corporation's Board of Directors, which shall consist of not less
than one (1) nor more than seven (7)  directors,  to serve  until his,  her,  or
their  successors  are duly elected and qualified,  or until the  Corporation is
required by statute or otherwise to increase the number of Board members.

     NINTH: None of the directors or officers of this Corporation  shall, in the
absence of fraud, be disqualified by his office from  contracting,  leasing,  or
otherwise dealing with this corporation,  either as a vendor, lessor, purchaser,
or  otherwise,  of which he shall be a member or in which he may be  pecuniarily
interested in any manner from doing business with the  Corporation.  No director
or  officer,  nor any firm,  association,  or  corporation  or with  which he is
connected as  aforesaid  shall be liable to account to this  Corporation  or its
stockholders  for any profit  realized by him from or through any such contract,
lease, or  transaction,  it being the express intent and purpose of this Article
to permit this  Corporation to buy or lease from, sell to or otherwise deal with
partnerships,  firms,  or corporations of which the directors and officers or in
which they or any of them may have a pecuniary interest,  and that the contracts
or leases of this Corporation,  in the absence of fraud, not be void or voidable
or affected in any manner by reason of any such membership. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or a committee  thereof which  authorizes,  approves,  or
ratifies such contract or transaction.

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     TENTH:

          1. The  Corporation  may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened,  pending,  or completed
     action, suit, or proceeding,  whether civil, criminal,  administrative,  or
     investigative   (except   that  an  action  by  or  in  the  right  of  the
     Corporation),  by reason of the fact that he is or was a director, officer,
     employee,  fiduciary,  or agent of the  shares or is or was  serving at the
     request of the Corporation as a director, officer, employee,  fiduciary, or
     agent of another corporation,  partnership,  joint venture, trust, or other
     enterprise,  against expenses (including attorney fees), judgments,  fines,
     and amounts paid in settlement  actually and reasonably  incurred by him in
     connection with such action, suit, or proceeding, if he acted in good faith
     and in a manner he reasonably  believed to be in or not opposed to the best
     interests of the  Corporation  and, with respect to any criminal  action or
     proceedings,  had no reasonable  cause to believe his conduct was unlawful.
     The  termination  of any action,  suit, or  proceeding by judgment,  order,
     settlement,  or  conviction  or  upon  a plea  of  nolo  contendere  or its
     equivalent shall not of itself create a presumption that the person did not
     act in good faith and in a manner which he reasonably  believed to be in or
     not opposed to the best interests of the Corporation and that, with respect
     to any criminal action or proceeding,  had reasonable  cause to believe his
     conduct was unlawful.

          2. The  Corporation  may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened,  pending,  or completed
     action or suit by or in the right of the  Corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  director,  officer,
     employee, or agent of the Corporation,  or is or was serving at the request
     of the Corporation as a director, officer, employee,  fiduciary or agent of
     another corporation, partnership, joint venture, trust, or other enterprise
     against  expenses  including  amounts paid in settlement  and attorney fees
     actually and reasonably  incurred by him in connection  with the defense or
     settlement of such action or suit if he acted in good faith and in a manner
     he reasonably believed to be in or not opposed to the best interests of the
     Corporation;  but no indemnification shall be made in respect of any claim,
     issue,  or matter as to which such  person has been  adjudged by a court of
     competent  jurisdiction,  after exhaustion of all appeals therefrom,  to be
     liable  to the  Corporation  or  for  amounts  paid  in  settlement  to the
     Corporation  unless  and only to the  extent  that the court in which  such
     action  or suit was  brought  or  other  court  of  competent  jurisdiction
     determines upon  application  that,  despite the adjudication of liability,
     but in view of all  circumstances  of the case,  such  person is fairly and
     reasonably  entitled to indemnification  for such expenses which such court
     deems proper.

          3. To the extent that a director,  officer,  employee,  fiduciary,  or
     agent of a corporation  has been successful on the merits in defense of any
     action, suit, or proceeding referred to in (1) or (2) or this Article Tenth
     or in  defense  of any  claim,  issue,  or  matter  therein,  he  shall  be
     indemnified   against  expenses  (including  attorney  fees)  actually  and
     reasonably incurred by him in connection therewith.

          4. Any indemnification  under (1) or (2) of this Article Tenth (unless
     ordered by a court) and as distinguished  from (3) of this Article shall be
     made by the  Corporation  only as  authorized  in the specific  case upon a

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     determination  that  indemnification  of the director,  officer,  employee,
     fiduciary,  or agent is proper in the circumstances  because he has met the
     applicable  standard  of  conduct  set  forth  in (1) or  (2)  above.  Such
     determination shall be made by the Board of Directors by a majority vote of
     a quorum consisting of directors who were not parties to such action, suit,
     or  proceeding,  or,  if such a quorum  is not  obtainable,  if a quorum of
     disinterested  directors  so directs,  by  independent  legal  counsel in a
     written opinion, or by the stockholders.

          5. Expenses (including attorney fees) incurred in defending a civil or
     criminal  action,  suit, or proceeding  may be paid by the  Corporation  in
     advance of the final  disposition  in (3) or (4) above,  upon receipt of an
     undertaking by or on behalf of the director, officer, employee,  fiduciary,
     or agent to repay such amount unless it is ultimately determined that he is
     entitled to be indemnified by the Corporation as authorized in this Article
     Tenth.

          6. The  indemnification  provided by this  Article  Tenth shall not be
     deemed  exclusive  of any other  rights to which those  indemnified  may be
     entitled under any bylaw, agreement,  vote of stockholders or disinterested
     directors,  or  otherwise,  and any  procedure  provided  for by any of the
     foregoing,  both as to action in his official  capacity and as to action in
     another  capacity  while  holding such office,  and shall  continue as to a
     person who has ceased to be a director,  officer,  employee,  fiduciary, or
     agent  and  shall   inure  to  the   benefit  of  heirs,   executors,   and
     administrators of such a person.

          7. The  Corporation  may purchase and maintain  insurance on behalf of
     any person who is or was a director, officer, employee, fiduciary, or agent
     of  the  Corporation,  or  who is or was  serving  at  the  request  of the
     Corporation  as a  director,  officer,  employee,  fiduciary,  or  agent of
     another corporation, partnership, joint venture, trust, or other enterprise
     against any liability  asserted against him and incurred by him in any such
     capacity  or  arising  out  of his  status  as  such,  whether  or not  the
     Corporation  would have the power to indemnify  him against such  liability
     under provisions of this Article Tenth.

          8.  Anything  herein to the contrary  notwithstanding,  to the fullest
     extent  permitted  by the General  Corporation  Law of Nevada,  as the same
     exists  or may  hereafter  be  amended,  a  director  or  officer  of  this
     Corporation  shall not be liable to the Corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director of officer.

     ELEVENTH:  The Corporation  shall be permitted to conduct business in other
states of the United States and to have one or more offices outside of the state
of Nevada.

     TWELFTH:  The Board of Directors and stockholders of this Corporation shall
have the right to hold their meetings outside of the state of Nevada when deemed
most convenient or to the best interests of the Corporation.

     THIRTEENTH:  The Board of Directors may at any meeting, by a majority vote,
sell, lease, exchange,  and/or convey all of its property and assets,  including
its goodwill and or its corporate franchises, upon such terms and conditions and

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for such consideration or considerations as the Board of Directors in their sole
discretion  deem expedient and for the best interest of the Corporation and said
consideration  or  considerations  may  consist in whole or in part of shares of
stock and/or  securities of any other  corporation  or  corporations;  PROVIDED,
HOWEVER,  in all such cases the affirmative vote of the holders of a majority of
the Common Stock of said Corporation then issued and outstanding  shall be voted
in  ratification  of the Board of Directors  action,  said vote to be taken at a
special stockholders' meeting of the Corporation,  duly called for that purpose.
Nothing  herein  shall be construed to limit the power of the Board of Directors
of the  Corporation  and said Board shall have power in its sole  discretion  to
sell,  lease,  exchange  and/or convey such parts of parcels of land or personal
property or assets as the Board of Directors  determine are no longer  necessary
or  expedient  to be  held  by the  Corporation.  It is,  however,  specifically
understood that the Board of Directors may at their discretion  create a lien or
mortgage on any or all of the assets of the Corporation in order to borrow money
should the Board of Directors  feel that it is necessary  for the conduct of the
business.

     FOURTEENTH:  Stockholders  shall at all times have the right to examine the
books of the Corporation  except as limited by these Articles of  Incorporation.
Such  examination as hereinafter  provided shall be made only by the stockholder
in person,  and no extract from the books or records of the Corporation shall be
permitted to be made by any stockholder(s) of the Corporation.  Such stockholder
shall give assurance in writing  satisfactory  to the Board of Directors that he
does not desire the  information  required or to be obtained by such  inspection
for the  purpose of  communicating  the same to others who are not  stockholders
and,  further,  that he will not directly or  indirectly  disclose the Company's
business or affairs to any person or persons whomsoever.

     No information  in regard to the business or operations of the  Corporation
and no copy of, or extract from, any of the books or records of the  Corporation
shall be furnished  to any person by any officer or director of the  Corporation
except by  direction  and/or  approval by the Board of  Directors.  Stockholders
desiring information in regard to the business or operations of the Corporation,
or  desiring  to make  inspection  of the books or  records,  shall  first  make
application in writing to the Board of Directors stating the specific purpose of
the application,  the particular  information  desired and the books and records
required for that purpose by such stockholder before such examination, and shall
further  satisfy the Board of Directors  that said  application  is made in good
faith and that said  examination will not be detrimental to the interests of the
Corporation.

     FIFTEENTH: The Corporation shall be entitled to treat the registered holder
of any  shares  of the  Corporation  as the  owner  thereof  for  all  purposes,
including all rights deriving from such shares, and the Corporation shall not be
bound to recognize  any equitable or other claim to, or interest in, such shares
or rights  deriving  from such shares on the part of any other person  including
without limiting the generality hereof, a purchaser,  assignee, or transferee of
such shares or rights  deriving  from such  shares,  unless and until such other
person  becomes  the  registered  holder  of  such  shares,  whether  or not the
Corporation  shall have  either  actual or  constructive  notice of the  claimed
interest of such other person.  By way of example and not of  limitation,  until
such person has become the  registered  holder of such  shares,  he shall not be
entitled: to receive notice of the meetings of the stockholders; to vote at such

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meetings;  to examine a list of the stockholders;  to be paid dividends or other
sums payable to  stockholders;  or to own, enjoy,  and exercise any other rights
deriving from such shares against the Corporation.

     SIXTEENTH:  The Board of  Directors  shall have the power to make and amend
such  prudential  bylaws  as they  deem  proper  and not  inconsistent  with the
Constitution  or the  laws  of the  United  States  or of  this  state  for  the
management of the property of this Corporation, the regulation and government of
its affairs, and for the certificate and transfer of its stock.

                            CERTIFICATE OF PRESIDENT

     The undersigned,  being the duly elected  President of Quotemedia,  Inc., a
Nevada  corporation,  hereby  certifies  that the Second  Amended  and  Restated
Articles of Incorporation  included hereinabove,  were approved by a majority of
the  stockholders of the  Corporation by a vote of 28,674,903 in favor,  204,436
against, 131,010 abstaining, at a meeting of the Corporation's stockholders duly
called pursuant to notice, held on the 14th day of February, 2003.



                                        /s/ David M. Shworan
                                        -----------------------------------
                                        By: David Shworan
                                        Title: President

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