EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                     OF THE
              SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                       ANSWERTHINK CONSULTING GROUP, INC.

                  AnswerThink Consulting Group, Inc., a corporation organized
and existing under the laws of the State of Florida (the "Corporation"), hereby
certifies as follows:

         FIRST: That at a meeting of the Board of Directors of the Corporation
held on March 28, 2000 a resolution was duly adopted proposing to amend the
Articles of Incorporation of this Corporation, declaring said amendment to be
advisable and in the best interests of this Corporation and it stockholders, and
authorizing the appropriate officers of this Corporation to solicit the consent
of the shareholders therefor, which resolutions setting forth the proposed
amendment is as follows:

         "NOW, THEREFORE, BE IT RESOLVED, that the amendment to the Articles of
Incorporation of the Company to officially change the name of the Company to
"answerthink, inc." is hereby authorized, adopted and approved."

         SECOND: The foregoing amendment to the Certificate of Incorporation was
approved at the Corporation's Annual Meeting of Shareholders held on May 10,
2000 by the holders of at least a majority of the outstanding stock entitled to
vote thereon.

         THIRD: The foregoing amendment to the Articles of Incorporation was
duly adopted and approved in accordance with the requirements of Section
607.1003 of the Florida Business Corporation Act.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its duly authorized officer, as of the 16 day of
June, 2000.

                                 ANSWERTHINK CONSULTING GROUP, INC.

                                 By:      /s/ Ted A. Fernandez
                                          ------------------------------------
                                          Ted. A. Fernandez
                                          Chairman and Chief Executive Officer


ATTEST:

By:/s/ John F. Brennan
   ---------------------------------------
    John F. Brennan
    Executive Vice President,
    Chief Financial Officer and Secretary


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                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       ANSWERTHINK CONSULTING GROUP, INC.

                  Pursuant to Section 607.1007 of the Florida Statutes,
AnswerThink Consulting Group, Inc., a Florida corporation (the "Corporation"),
certifies that:

                  ARTICLE FIRST: The original Articles of Incorporation of the
Corporation were filed by the Department of State on April 23, 1997, as amended
by the Articles of Amendment on July 17, 1997, the Articles of Correction to the
Articles of Amendment filed July 31, 1997, the Articles of Merger filed August
5, 1997, the Amended and Restated Articles of Incorporation on March 3, 1998,
the Articles of Correction to the Amended and Restated Articles of Incorporation
on March 13, 1998 and the Articles of Amendment on May 1, 1998 (collectively,
the "Articles of Incorporation");

                  ARTICLE SECOND: These Amended and Restated Articles of
Incorporation were duly adopted by the Corporation's Board of Directors and
submitted to shareholders of the Corporation on May 5, 1998;

                  ARTICLE THIRD: The Articles of Incorporation of the
Corporation are amended as follows:

                           (a) Article Four of the Articles of Incorporation is
replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (b) Article Seven of the Articles of Incorporation is
replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (c) Article Eight of the Articles of Incorporation is
replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (d) Article Nine of the Articles of Incorporation is
replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

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                           (e) Article Ten of the Articles of Incorporation is
replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (f) Article Eleven of the Articles of Incorporation
is replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (g) Article Twelve of the Articles of Incorporation
is replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (h) Article Thirteen of the Articles of Incorporation
is replaced in its entirety so that, as amended, said Article Four shall read as
set forth in Article SEVENTH of these Amended and Restated Articles of
Incorporation.

                           (i) Article Fourteen is hereby inserted into the
Articles of Incorporation as set forth in Article SEVENTH of these Amended and
Restated Articles of Incorporation.

                           (j) Article Fifteen is hereby inserted into the
Articles of Incorporation as set forth in Article SEVENTH of these Amended and
Restated Articles of Incorporation.

                  ARTICLE FOURTH: These amendments were duly adopted by the
shareholders of the Corporation on May 5, 1998 by written consent without a
meeting in accordance with Section 607.0704 of the Florida Business Corporation
Act and the number of votes cast for these amendments by the shareholders was
sufficient for approval of these amendments;

                  ARTICLE FIFTH: These amendments were duly adopted by each
voting group of shareholders of the Corporation entitled to vote on these
amendments on May 5, 1998 by written consent without a meeting in accordance
with Section 607.0704 of the Florida Business Corporation Act and the number of
votes cast for these amendments by each such voting group of shareholders was
sufficient for approval of these amendments;

                  ARTICLE SIXTH: There are no discrepancies between the
provisions of the Articles of Incorporation, and the provisions of these Amended
and Restated Articles of Incorporation other the inclusion of the foregoing
amendments, which were adopted pursuant to Section 607.1003, Florida Statutes,
and the omission of matters of historical interest.

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<PAGE>

                  ARTICLE SEVENTH: The text of the Articles of Incorporation of
the Corporation is restated with the amendments described above, effective as of
the date of filing with the Department of State, to read as follows:

                                  ARTICLE ONE

         The name of the corporation is AnswerThink Consulting Group, Inc. (the
"Corporation").

                                  ARTICLE TWO

         The address of the Corporation's registered office in the State of
Florida is 1200 South Pine Island Road, Plantation, Florida, County of Broward,
33324. The name of its registered agent at such address is CT Corporation
System.

                                 ARTICLE THREE

         The nature of the business or the purpose to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the Florida Business Corporation Act.

                                  ARTICLE FOUR

                              A. AUTHORIZED SHARES

         The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 129,900,000, of which (i) 125,000,000 of
such shares shall be Common Stock, having a par value of $.001 per share
("Common Stock"), (ii) 1,250,000 of such shares shall be Preferred Stock, having
a par value of $.001 per share ("Preferred Stock"), and (iii) 3,650,000 of such
shares shall be Convertible Preferred Stock, having a par value of $.001 per
share ("Convertible Preferred Stock"), subject to cancellation as provided in
Article 4D Section 14 below.

                                B. COMMON STOCK

         Section 1. Relative Rights.

         The Common Stock shall be subject to all of the rights, privileges,
preferences and priorities of (i) the Preferred Stock as set forth in the
certificate of designations filed to establish each series of Preferred Stock
and (ii) the Convertible Preferred Stock as set forth in these Amended and
Restated


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Articles of Incorporation. Each share of Common Stock shall have the same
relative rights as and be identical in all respects to all the other shares of
Common Stock.

         Section 2. Voting.

         Each holder of shares of Common Stock shall be entitled to attend all
special and annual meetings of the shareholders of the Corporation and, share
for share and without regard to class, together with the holders of all other
classes of stock entitled to attend such meetings and to vote (except any class
or series of stock having special voting rights), to cast one vote for each
outstanding share of Common Stock so held upon any matter or thing (including,
without limitation, the election of one or more directors) properly considered
and acted upon by the shareholders.

         Section 3. Dividends.

         Whenever there shall have been paid, or declared and set aside for
payment, to the holders of shares of any class of stock having preference over
the Common Stock as to the payment of dividends, the full amount of dividends
and of sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then dividends may be
paid on the Common Stock and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available for
the payment of dividends thereon, but only when and as declared by the Board.

         Section 4. Liquidation.

         In the event of any dissolution, liquidation, or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common Stock,
and holders of any class or series of stock entitled to participate therewith,
in whole or in part, as to the distribution of assets in such event, shall
become entitled to participate in the distribution of any assets of the
Corporation remaining after the Corporation shall have paid, or provided for
payment of, all debts and liabilities of the Corporation and after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation or winding up the full preferential amounts (if any) to
which they are entitled.

         Section 5. Registration of Transfer.

         The Corporation shall keep at its principal office a register for the
registration of Common Stock. Upon the surrender of any certificate


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representing Common Stock at such place, the Corporation shall, at the request
of the record holder of such certificate, execute and deliver (at the
Corporation's expense) a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares of Common Stock represented
by the surrendered certificate, the Corporation forthwith shall cancel such
surrendered certificate. Each such new certificate shall be registered in such
name and shall represent such number of shares of Common Stock as is requested
by the holder of the surrendered certificate and shall be substantially
identical in form to the surrendered certificate.

         Section 6. Replacement.

         Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing shares
of any class of Common Stock, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

                               C. PREFERRED STOCK

         The Board of Directors is authorized, subject to limitations prescribed
by the Florida Business Corporation Act and the provisions of these Amended and
Restated Articles of Incorporation, to provide, by resolution or resolutions
from time to time and by filing a certificate of designations pursuant to the
Florida Business Corporation Act, for the issuance of the shares of Preferred
Stock in series, to establish from time to time the number of shares to be
included in each such series, to fix the powers, designations, preferences and
relative, participating, optional or other special rights of the shares of each
such series and to fix the qualifications, limitations or restrictions thereof.

                         D. CONVERTIBLE REFERRED STOCK

         Section 1. Designation and Amount.

         The Convertible Preferred Stock shall be issued in two series
consisting of (i) 3,600,000 shares of Series A Convertible Preferred Stock (the
"Series A


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Convertible Preferred Stock") and (ii) 50,000 shares of Series B Convertible
Preferred Stock (the "Series B Convertible Preferred Stock").

         Section 2. Participating Dividends.

          In the event that the Corporation declares or pays any dividends upon
the Common Equity (whether payable in cash, securities or other property) other
than dividends payable solely in shares of Common Equity, the Corporation shall
also declare and pay to the holders of the Convertible Preferred Stock at the
same time that it declares and pays such dividends to the holders of the Common
Equity, the dividends which would have been declared and paid with respect to
the Common Equity issuable upon conversion of the Convertible Preferred Stock
had all of the outstanding Convertible Preferred Stock been converted
immediately prior to the record date for such dividend, or if no record date is
fixed, the date as of which the record holders of Common Equity entitled to such
dividends are to be determined.

         Section 3. Liquidation.

          Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Convertible Preferred Stock
shall be entitled to be paid, before any distribution or payment is made upon
any Junior Securities, an amount in cash equal to (i) in respect of the Series A
Convertible Preferred Stock, the aggregate Liquidation Value of all shares of
Series A Convertible Preferred Stock (each such share of Series A Convertible
Preferred Stock is sometimes referred to herein as a "Series A Share" and all
such shares of Series A Convertible Preferred Stock are sometimes referred to
herein collectively as the "Series A Shares") held by such holder (plus all
accrued and unpaid dividends thereon) and (ii) in respect of the Series B
Convertible Preferred Stock, the aggregate Liquidation Value of all shares of
Series B Convertible Preferred Stock (each such share of Series B Convertible
Preferred Stock is sometimes referred to herein as a "Series B Share" and all
such shares of Series B Convertible Preferred Stock are sometimes referred to
herein collectively as the "Series B Shares") held by such holder (plus all
accrued and unpaid dividends thereon), and the holders of Convertible Preferred
Stock shall not be entitled to any further payment. (Shares of the Convertible
Preferred Stock are sometimes referred to herein individually as a "Share" and
collectively as the "Shares.") If upon any such liquidation, dissolution or
winding up of the Corporation, the Corporation's assets to be distributed among
the holders of the Convertible Preferred Stock are insufficient to permit
payment to such holders of the aggregate amount which they are entitled to be
paid under this Article 4D Section 3, then the entire assets available to be
distributed to the Corporation's shareholders shall be distributed pro rata
among such holders based upon the aggregate Liquidation Value (plus all


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accrued and unpaid dividends thereon) of the Convertible Preferred Stock held by
each such holder. Not less than 30 days prior to the payment date stated
therein, the Corporation shall mail written notice of any such liquidation,
dissolution, or winding up to each record holder of Convertible Preferred Stock,
setting forth in reasonable detail the amount of proceeds to be paid with
respect to each Share and each share of Common Equity in connection with such
liquidation, dissolution or winding up.

         Section 4. Priority of the Convertible Preferred Stock Redemptions.

          As long as any Convertible Preferred Stock remains outstanding,
without the prior written consent of the holders of a majority of the
outstanding Shares, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Securities; provided that the Corporation may repurchase shares of Common
Equity from present or former employees of the Corporation and its Subsidiaries
as approved by the Board.

         Section 5. Redemptions.

                  (A) Scheduled Redemption. The Corporation shall redeem all of
the outstanding Shares of Convertible Preferred Stock on April 22, 2004 (the
"Scheduled Redemption Date"), at a price per Share equal to the Liquidation
Value thereof.

                  (B) Redemption Payments. For each Share which is to be
redeemed hereunder, the Corporation shall be obligated on the Redemption Date to
pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such Share) an amount in
immediately available funds equal to the Liquidation Value of such Share. If the
funds of the Corporation legally available for redemption of Shares on any
Redemption Date are insufficient to redeem the total number of Shares to be
redeemed on such date, those funds which are legally available shall be used to
redeem the maximum possible number of Shares pro rata among the holders of the
Shares to be redeemed based upon the aggregate Liquidation Value of such Shares
held by each such holder. At any time thereafter when additional funds of the
Corporation are legally available for the redemption of Shares, such funds shall
immediately be used to redeem the balance of the Shares which the Corporation
has become obligated to redeem on any Redemption Date but which it has not
redeemed.

                  (C) Notice of Redemption. Except as otherwise provided herein,
the Corporation shall mail written notice of each redemption of any Convertible
Preferred Stock to each record holder thereof not more than 30 nor


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less than 15 days prior to the date on which such redemption is to be made. In
case fewer than the total number of Shares represented by any certificate are
redeemed, a new certificate representing the number of unredeemed Series A
Shares or Series B Shares, as applicable, shall be issued to the holder thereof
without cost to such holder within 20 business days after surrender of the
certificate representing such redeemed Shares.

                  (D) Determination of the Number of Each Holder's Shares to be
Redeemed. For each series of Convertible Preferred Stock, the number of Shares
to be redeemed from each holder thereof in redemptions hereunder shall be the
number of Shares determined by multiplying the total number of Shares of such
series to be redeemed times a fraction, the numerator of which shall be the
total number of Shares of such series then held by such holder and the
denominator of which shall be the total number of Shares of such series then
outstanding.

                  (E) Redeemed or Otherwise Acquired Shares. Any Shares which
are redeemed or otherwise acquired by the Corporation shall be canceled and
retired to authorized but unissued shares and shall not be reissued, sold or
transferred.

         Section 6. Voting Rights.

         Except as otherwise provided herein and as otherwise required by
applicable law, the holders of Convertible Preferred Stock shall be entitled to
notice of all shareholders meetings at the same time and in the same manner as
notice is given to all shareholders entitled to vote at such meetings, and the
holders of Convertible Preferred Stock shall be entitled to vote on all matters
to be voted on by shareholders of the Corporation together with the holders of
the Common Equity voting together as a single class with each Share of
Convertible Preferred Stock entitled to one vote for each share of Common Stock
issuable upon conversion of the Convertible Preferred Stock as of the record
date for such vote, or if no record date is specified, as of the date of such
vote.

         Section 7. Conversion.

                  (A) Conversion Procedure.

                           (1) At any time, any holder of Convertible Preferred
Stock may convert all or any portion of the Convertible Preferred Stock held by
such holder into a number of shares of Conversion Stock computed by multiplying
the number of Shares to be converted by the Liquidation Value of such Shares,
and dividing the result by the Conversion Price applicable to such Share (as
defined in Section 7(B) below) then in effect.

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                           (2) Except as otherwise provided herein, each
conversion of Convertible Preferred Stock shall be deemed to have been effected
as of the close of business on the date on which the certificate or certificates
representing the Convertible Preferred Stock to be converted have been
surrendered for conversion at the principal office of the Corporation. At the
time any such conversion has been effected, the rights of the holder of the
Shares converted as a holder of Convertible Preferred Stock shall cease and the
Person or Persons in whose name or names any certificate or certificates for
shares of Conversion Stock are to be issued upon such conversion shall be deemed
to have become the holder or holders of record of the shares of Conversion Stock
represented thereby.

                           (3) The conversion rights of any Share subject to
redemption hereunder shall terminate on the Redemption Date for such Share
unless the Corporation has failed to pay to the holder thereof the Liquidation
Value in respect of such Share.

                           (4) Notwithstanding any other provision hereof, if a
conversion of Convertible Preferred Stock is to be made in connection with a
Public Offering (other than the automatic conversion of Convertible Preferred
Stock in connection with the Corporation's initial public offering as provided
in Section 7(G) below), a Fundamental Change, Organic Change or other
transaction affecting the Corporation, the conversion of any Shares may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated.

                           (5) As soon as possible after a conversion has been
effected (but in any event within 20 business days), the Corporation shall
deliver to the converting holder:

                               (a) a certificate or certificates representing
                  the number of shares of Conversion Stock issuable by reason of
                  such conversion in such name or names and such denomination or
                  denominations as the converting holder has specified; and

                               (b) the amount payable under Section 7(A)(9)
                  below with respect to such conversion.

                           (6) The issuance of certificates for shares of
Conversion Stock upon conversion of Convertible Preferred Stock shall be made
without charge to the holders of such Convertible Preferred Stock for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of


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Conversion Stock. Upon conversion of each Share of Convertible Preferred Stock,
the Corporation shall take all such actions as are necessary in order to insure
that the Conversion Stock issuable with respect to such conversion shall be
validly issued, fully paid and nonassessable, free and clear of all taxes,
liens, charges and encumbrances with respect to the issuance thereof.

                           (7) The Corporation shall not close its books against
the transfer of Convertible Preferred Stock or of Conversion Stock issued or
issuable upon conversion of Convertible Preferred Stock in any manner which
interferes with the timely conversion of Convertible Preferred Stock. The
Corporation shall assist and cooperate with any holder of Shares required to
make any governmental filings or obtain any governmental approval prior to or in
connection with any conversion of Shares hereunder (including, without
limitation, making any filings required to be made by the Corporation).

                           (8) The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of Conversion Stock,
solely for the purpose of issuance upon the conversion of the Convertible
Preferred Stock, such number of shares of Conversion Stock issuable upon the
conversion of all outstanding Convertible Preferred Stock. All shares of
Conversion Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof. The Corporation shall take all such
actions as may be necessary to assure that all such shares of Conversion Stock
may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Conversion Stock may be listed (except for official notice of issuance
which shall be immediately delivered by the Corporation upon each such
issuance). The Corporation shall not take any action which would cause the
number of authorized but unissued shares of Conversion Stock to be less than the
number of such shares required to be reserved hereunder for issuance upon
conversion of the Convertible Preferred Stock.

                           (9) If any fractional interest in a share of
Conversion Stock would, except for the provisions of this 7(A)(9) be delivered
upon any conversion of the Convertible Preferred Stock, the Corporation, in lieu
of delivering the fractional share therefore, shall pay an amount to the holder
thereof equal to the Market Price of such fractional interest as of the date of
conversion.

                  (B) Conversion Price.

                           (1) The conversion price of Series A Convertible
Preferred Stock shall be $1.50 (as adjusted pursuant to this Section 7, the


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"Conversion Price" for the Series A Convertible Preferred Stock) and the
Conversion Price of Series B Convertible Preferred Stock shall be $7.50 (as
adjusted pursuant to this Section 7, the "Conversion Price" for the Series B
Convertible Preferred Stock). In order to prevent dilution of the conversion
rights granted under this Section 7, the Conversion Price shall be subject to
adjustment from time to time pursuant to this Section 7(B).

                           (2) If and whenever on or after the original dates of
issuance of the Series A Convertible Preferred Stock or the Series B Convertible
Preferred Stock, respectively, the Corporation issues or sells, or in accordance
with Section 7(C) is deemed to have issued or sold, any shares of its Common
Equity for a consideration per share less than the applicable Conversion Price
in respect of such Shares in effect immediately prior to the time of such issue
or sale, then immediately upon such issue or sale or deemed issue or sale the
Conversion Price of the affected series of Convertible Preferred Stock shall be
reduced to the Conversion Price determined by dividing (i) the sum of (A) the
product derived by multiplying the Conversion Price for such Shares in effect
immediately prior to such issue or sale by the number of shares of Common Equity
Deemed Outstanding immediately prior to such issue or sale, plus (B) the
consideration, if any, received by the Corporation upon such issuance or sale,
by (ii) the number of shares of Common Equity Deemed Outstanding immediately
after such issue or sale.

                           (3) Notwithstanding the foregoing, there shall be no
adjustment in the Conversion Price as a result of any issuance to employees,
directors, or consultants of the Corporation and its Subsidiaries pursuant to
stock option plans, stock ownership plans and other employment arrangements
approved by the Board (as such number of shares is proportionately adjusted for
subsequent stock splits, combinations and dividends affecting the Common
Equity).

                  (C) Effect on Conversion Price of Certain Events. For purposes
of determining the adjusted Conversion Price under Section 7(B), the following
shall be applicable:

                           (1) Issuance of Rights or Options. If the Corporation
in any manner grants or sells any right or option to subscribe for or to
purchase Common Equity or any stock or other securities convertible into or
exchangeable for Common Equity (such rights or options being herein called
"Options") and the price per share for which Common Equity is issuable upon the
exercise of such Options, or upon conversion or exchange of any Convertible
Securities issuable upon exercise of such Options, is less than the applicable
Conversion Price in respect of either series of Convertible Preferred Stock in
effect immediately prior to the time of the granting or sale of such


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Options, then the total maximum number of shares of Common Equity issuable upon
the exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to be outstanding and to have been issued and sold by the
Corporation at the time of the granting or sale of such Options for such price
per share. For purposes of this paragraph, the "price per share for which Common
Equity is issuable" shall be determined by dividing (i) the total amount, if
any, received or receivable by the Corporation as consideration for the granting
or sale of such Options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of all such Options, plus
in the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Corporation
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (ii) the total maximum number of shares of Common Equity
issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options. No
further adjustment of the Conversion Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when Common
Equity is actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.

                           (2) Issuance of Convertible Securities. If the
Corporation in any manner issues or sells any Convertible Securities and the
price per share for which Common Equity is issuable upon conversion or exchange
thereof is less than the applicable Conversion Price for either series of
Convertible Preferred Stock in effect immediately prior to the time of such
issue or sale, then the maximum number of shares of Common Equity issuable upon
conversion or exchange of such Convertible Securities shall be deemed to be
outstanding and to have been issued and sold by the Corporation at the time of
the issuance or sale of such Convertible Securities for such price per share.
For the purposes of this paragraph, the "price per share for which Common Equity
is issuable" shall be determined by dividing (i) the total amount received or
receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof, by (ii) the total maximum number of shares of Common Equity
issuable upon the conversion or exchange of all such Convertible Securities. No
further adjustment of the Conversion Price shall be made when Common Equity is
actually issued upon the conversion or exchange of such Convertible Securities,
and if any such issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustments of the Conversion Price had been
or are to be made pursuant to other provisions of


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this Section 7, no further adjustment of the Conversion Price shall be made by
reason of such issue or sale.

                           (3) Change in Option Price or Conversion Rate. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock changes at any time (other than by reason of the
antidilution provisions contained therein), the applicable Conversion Price for
either series of Convertible Preferred Stock in effect at the time of such
change shall be immediately adjusted to the Conversion Price for the affected
series of Convertible Preferred Stock which would have been in effect at such
time had such Options or Convertible Securities still outstanding provided for
such changed purchase price, additional consideration or conversion rate, as the
case may be, at the time initially granted, issued or sold; provided that if
such adjustment would result in an increase of the Conversion Price then in
effect for the affected series of Convertible Preferred Stock, such adjustment
shall not be effective until 30 days after written notice thereof has been given
by the Corporation to all holders of the affected series of Convertible
Preferred Stock. For purposes of Section 7(C), if the terms of any Option or
Convertible Security which was outstanding as of the dates of issuance of the
Series A Convertible Preferred Stock or the Series B Convertible Preferred Stock
are changed in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the Common Equity deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change.

                           (4) Treatment of Expired Options and Unexercised
Convertible Securities. Upon the expiration of any Option or the termination of
any right to convert or exchange any Convertible Security without the exercise
of any such Option or right, the Conversion Price then in effect hereunder for
the affected series of Convertible Preferred Stock shall be adjusted immediately
to the Conversion Price which would have been in effect at the time of such
expiration or termination had such Option or Convertible Security, to the extent
outstanding immediately prior to such expiration or termination, never been
issued, provided that if such expiration or termination would result in an
increase in the Conversion Price then in effect for such series of Convertible
Preferred Stock, such increase shall not be effective until 30 days after
written notice thereof has been given to all holders of such series of
Convertible Preferred Stock. For purposes of Section 7(C) the expiration or
termination of any Option or Convertible Security which was outstanding as of
the date of issuance of the affected series of Convertible Preferred Stock shall
not cause the Conversion Price hereunder for such series of Convertible
Preferred Stock to be adjusted unless, and only to the extent that, a change in
the terms of


                                      -13-
<PAGE>

such Option or Convertible Security caused it to be deemed to have been issued
after the date of issuance of such series of Convertible Preferred Stock.

                           (5) Calculation of Consideration Received. If any
Common Equity, Option or Convertible Security is issued or sold or deemed to
have been issued or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Corporation therefor (net of discounts,
commissions and related expenses). If any Common Equity, Option or Convertible
Security is issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Market Price thereof as of the date of receipt. If any
Common Equity, Option or Convertible Security is issued to the owners of the
non-surviving entity in connection with any merger in which the Corporation is
the surviving corporation, the amount of consideration therefor shall be deemed
to be the fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such Common Equity, Option or
Convertible Security, as the case may be. The fair value of any consideration
other than cash and securities shall be determined by the Board.

                           (6) Integrated Transactions. In case any Option is
issued in connection with the issue or sale of other securities of the
Corporation, together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $0.001.

                           (7) Treasury Shares. The number of shares of Common
Equity outstanding at any given time shall not include shares owned or held by
or for the account of the Corporation or any Subsidiary, and the disposition of
any shares so owned or held shall be considered an issue or sale of Common
Equity.

                           (8) Record Date. If the Corporation takes a record of
the holders of Common Equity for the purpose of entitling them (i) to receive a
dividend or other distribution payable in Common Equity, Options or in
Convertible Securities or (ii) to subscribe for or purchase Common Equity,
Options or Convertible Securities, then such record date shall be deemed to be
the date of the issue or sale of the shares of Common Equity deemed to have been
issued or sold upon the declaration of such dividend or upon the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

                                      -14-
<PAGE>

                  (D) Subdivision or Combination of Common Equity. If the
Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Equity into a greater number of shares, the Conversion Price of each
series of Convertible Preferred Stock in effect immediately prior to such
subdivision shall be proportionately reduced, and if the Corporation at any time
combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Equity into a smaller number of shares, the
Conversion Price of each series of Convertible Preferred Stock in effect
immediately prior to such combination shall be proportionately increased.

                  (E) Certain Events. If any event occurs of the type
contemplated by the provisions of this Section 7 but not expressly provided for
by such provisions (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity features
or the payment, issuance or distribution by the Corporation to the holders of
Common Equity of any debt securities of the Corporation), then the Board shall
make an appropriate adjustment in the Conversion Price of each series of
Convertible Preferred Stock so as to protect the rights of the holders of such
series of Convertible Preferred Stock; provided that no such adjustment shall
increase the Conversion Price as otherwise determined pursuant to this Section 7
or decrease the number of shares of Conversion Stock issuable upon conversion of
each Share of Convertible Preferred Stock.

                  (F) Notices.

                           (1) Immediately upon any adjustment of the Conversion
Price of any series of Convertible Preferred Stock, the Corporation shall give
written notice thereof to all holders of such series of Convertible Preferred
Stock, setting forth in reasonable detail and certifying the calculation of such
adjustment.

                           (2) The Corporation shall give written notice to all
holders of Convertible Preferred Stock at least 20 days prior to the date on
which the Corporation closes its books or takes a record (i) with respect to any
dividend or distribution upon Common Equity, (ii) with respect to any pro rata
subscription offer to holders of Common Equity or (iii) for determining rights
to vote with respect to any Organic Change, dissolution or liquidation.

                           (3) The Corporation shall also give written notice to
the holders of Convertible Preferred Stock at least 20 days prior to the date on
which any Organic Change shall take place.

                  (G) Automatic Conversion. Notwithstanding anything herein to
the contrary, immediately prior to the time at which the Corporation


                                      -15-
<PAGE>

executes an underwriting agreement relating to its initial public offering (the
"Effective Time"), each Share of Convertible Preferred Stock then outstanding
shall automatically be converted into a number of shares of Conversion Stock
computed by dividing the Liquidation Value for such Share by the Conversion
Price then in effect for such Share. The automatic conversion of Shares pursuant
to this Section 7(G) shall occur at the Effective Time without any further
action by the Corporation or the holders of Shares. As soon as possible after a
conversion has been effected (but in any event within 20 business days), the
Corporation shall deliver to the converting holder: (a) a certificate or
certificates representing the number of shares of Conversion Stock issuable by
reason of such conversion in such name or names and such denomination or
denominations as the converting holder has specified; and (b) the amounts
payable under Section 7(A)(9) above with respect to such conversion.

         Section 8. Events of Noncompliance.

                  (A) Definition. An Event of Noncompliance shall have occurred
if:

                           (1) the Corporation fails to make any payment with
respect to Convertible Preferred Stock which it is required to make hereunder,
whether or not such payment is legally permissible or is prohibited by any
agreement to which the Corporation is subject; or

                           (2) the Corporation or any Subsidiary makes an
assignment for the benefit of creditors or admits in writing its inability to
pay its debts generally as they become due; or an order, judgment or decree is
entered adjudicating the Corporation or any Subsidiary bankrupt or insolvent; or
any order for relief with respect to the Corporation or any Subsidiary is
entered under the federal Bankruptcy Code; or the Corporation or any Subsidiary
petitions or applies to any tribunal for the appointment of a custodian,
trustee, receiver or liquidator of the Corporation or any Subsidiary or of any
substantial part of the assets of the Corporation or any Subsidiary, or
commences any proceeding (other than a proceeding for the voluntary liquidation
and dissolution of a Subsidiary) relating to the Corporation or any Subsidiary
under any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction, or any such petition
or application is filed, or any such proceeding is commenced, against the
Corporation or any Subsidiary and either (a) the Corporation or any such
Subsidiary by any act indicates its approval thereof, consent thereto or
acquiescence therein or (b) such petition, application or proceeding is not
dismissed within 60 days.

                                      -16-
<PAGE>

                  (B) Consequences of Events of Noncompliance.

                           (1) For each series of Convertible Preferred Stock,
if an Event of Noncompliance, other than an Event of Noncompliance of the type
described in Section 8(A)(2), has occurred and is continuing, the holder or
holders of a majority of any series of Convertible Preferred Stock then
outstanding may demand (by written notice delivered to the Corporation)
immediate redemption of all or any portion of such series of Convertible
Preferred Stock owned by such holder or holders at a price per Share equal to
the Liquidation Value thereof. The Corporation shall give prompt written notice
of such election to the other holders of such series of Convertible Preferred
Stock (but in any event within 20 days after receipt of the initial demand for
redemption), and each such other holder may demand immediate redemption of all
or any portion of such holder's Convertible Preferred Stock by giving written
notice thereof to the Corporation within seven days after receipt of the
Corporation's notice. The Corporation shall redeem all Preferred Stock as to
which rights under this paragraph have been exercised within 15 days after
receipt of the initial demand for redemption.

                           (2) If an Event of Noncompliance of the type
described in Section 8(A)(2) has occurred, all of the Convertible Preferred
Stock then outstanding shall be subject to immediate redemption by the
Corporation (without any action on the part of the holders of Convertible
Preferred Stock) at a price per Share equal to the Liquidation Value thereof.
The Corporation shall immediately redeem all of the Convertible Preferred Stock
upon the occurrence of such Event of Noncompliance.

                           (3) If any Event of Noncompliance exists, each holder
of Convertible Preferred Stock shall also have any rights which such holder is
entitled to under any contract or agreement at any time and any other rights
which such holder may have pursuant to applicable law.

         Section 9. Registration of Transfer.

         The Corporation shall keep at its principal office a register for the
registration of Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock. Upon the surrender of any certificate representing Convertible
Preferred Stock at such place, the Corporation shall, at the request of the
record holder of such certificate, execute and deliver (at the Corporation's
expense) a new certificate or certificates in exchange therefor representing in
the aggregate the number of Shares represented by the surrendered certificate.
Each such new certificate shall be registered in such name and shall represent
such number of Shares as is requested by the holder of the surrendered

                                      -17-
<PAGE>

certificate and shall be substantially identical in form to the surrendered
certificate.

         Section 10. Replacement.

         Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing Shares,
and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation (provided that if the
holder is a financial institution or other institutional investor its own
agreement shall be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of Shares represented by such lost, stolen, destroyed or
mutilated certificate.

         Section 11. Definitions.

         "Common Equity" means, collectively, the Common Stock and any capital
stock of any class of the Corporation hereafter authorized which is not limited
to a fixed sum or percentage of par or stated value in respect to the rights of
the holders thereof to participate in dividends or in the distribution of assets
upon any liquidation, dissolution or winding up of the Corporation.

         "Common Equity Deemed Outstanding" means, at any given time, the number
of shares of Common Equity actually outstanding at such time, plus the number of
shares of Common Equity deemed to be outstanding pursuant to Section 7(C)(1) and
(2) hereof whether or not the Options or Convertible Securities are actually
exercisable at such time, but excluding any shares of Common Stock issuable upon
conversion of the Convertible Preferred Stock.

         "Conversion Stock" means shares of Common Stock; provided, that if
there is a change such that the securities issuable upon conversion of the
Convertible Preferred Stock are issued by an entity other than the Corporation
or there is a change in the type or class of securities so issuable, then the
term "Conversion Stock" shall mean one share of the security issuable upon
conversion of the Convertible Preferred Stock if such security is issuable in
shares, or shall mean the smallest unit in which such security is issuable if
such security is not issuable in shares.

         "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Equity.

         "Fundamental Change" means (a) any sale or transfer of more than 50% of
the assets of the Corporation and its Subsidiaries on a consolidated basis


                                      -18-
<PAGE>

(measured either by book value in accordance with generally accepted accounting
principles consistently applied or by fair market value determined in the
reasonable good faith judgment of the Board) in any transaction or series of
transactions (other than sales in the ordinary course of business) and (b) any
merger or consolidation to which the Corporation is a party, except for a merger
in which the Corporation is the surviving corporation, the terms of the
Convertible Preferred Stock are not changed and the Convertible Preferred Stock
is not exchanged for cash, securities or other property, and after giving effect
to such merger, the holders of the Corporation's outstanding capital stock
possessing a majority of the voting power (under ordinary circumstances) to
elect a majority of the Board immediately prior to the merger shall continue to
own the Corporation's outstanding capital stock possessing the voting power
(under ordinary circumstances) to elect a majority of the Board.

         "Junior Securities" means any capital stock or other equity securities
of the Corporation, except for the Convertible Preferred Stock.

         "Liquidation Value" of (i) each Share of Series A Convertible Preferred
Stock as of any particular date shall be equal to $6.00 (as proportionally
adjusted for all stock splits, stock dividends and other recapitalizations
affecting such Share) and (ii) each Share of Series B Convertible Preferred
Stock as of any particular date shall be equal to $30.00 (as proportionally
adjusted for all stock splits, stock dividends and other recapitalizations
affecting such Share).

         "Market Price" of any security means the average of the closing prices
of such security's sales on all securities exchanges on which such security may
at the time be listed, or, if there has been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, incorporated, or any similar successor organization,
in each such case averaged over a period of 21 days consisting of the day as of
which "Market Price" is being determined and the 20 consecutive business days
prior to such day. If at any time such security is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
"Market Price" shall be the fair value thereof determined by the Board.

         "Organic Change" means any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the


                                      -19-
<PAGE>

Corporation's assets or other transaction, in each case which is effected in
such a manner that the holders of Common Equity are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Common Equity.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.

         "Public Offering" means any offering by the Corporation of its capital
stock or equity securities to the public pursuant to an effective registration
statement under the Securities Act of 1933, as amended (except pursuant to
registrations on Form S-4 or Form S-8 or any successor to either such form), as
then in effect, or any comparable statement under any similar federal statute
then in force.

         "Redemption Date" as to any Share means the date specified in the
notice of any redemption at the Corporation's option or at the holder's option
or the applicable date specified herein in the case of any other redemption;
provided that no such date shall be a Redemption Date unless the Liquidation
Value of such Share is actually paid in full on such date, and if not so paid in
full, the Redemption Date shall be the date on which such amount is fully paid.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

                                      -20-
<PAGE>

         Section 12. Amendment and Waiver.

         No amendment, modification or waiver shall be binding or effective with
respect to any provision of this Article 4D without the prior written consent of
the holders of at least 70% of the Convertible Preferred Stock outstanding at
the time such action is taken.

         Section 13. Notices.

         Except as otherwise expressly provided hereunder, all notices referred
to herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested and postage prepaid, or by reputable overnight
courier service, charges prepaid, and shall be deemed to have been given when so
mailed or sent (i) to the Corporation, at its principal executive offices and
(ii) to any shareholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder).

         Section 14. Cancellation of Convertible Preferred Stock; Restatement of
                     Articles of Incorporation.

         Upon the occurrence of the Effective Time and the automatic conversion
of all outstanding Shares at such time as provided in Section 7(G), the class of
Convertible Preferred Stock shall be canceled and the Corporation shall no
longer have the authority to issue Shares of any series of Convertible Preferred
Stock. After the Effective Time, the Board, on behalf of the Corporation, shall
file a restatement of these Amended and Restated Articles of Incorporation
reflecting the cancellation of the class of Convertible Preferred Stock and the
deletion of this Article 4D.

                              E. PREEMPTIVE RIGHTS

         Except as set forth in the remaining sentence of this subsection E of
this Article Four, no shareholder of this Corporation shall have, by reason of
its holding shares of any class or series of stock of this Corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of this Corporation now or hereafter to be authorized,
and any other equity securities, or any notes, debentures, warrants, bonds, or
other securities convertible into or carrying options or warrants to purchase
shares of any class, now or hereafter to be authorized, whether or not the
issuance of any such shares, or such notes, debentures, bonds or other
securities, would adversely affect the dividend or voting rights of such
shareholder.

                                      -21-
<PAGE>

         Notwithstanding the foregoing, the Corporation may contract with a
shareholder to grant such preemptive or preferential rights pursuant to
agreements to which the Corporation is a party as in effect from time to time.

                                  ARTICLE FIVE

         The name and mailing address of the sole incorporator is as follows:

NAME              MAILING ADDRESS

Connie Bryan      660 E. Jefferson Street
                  Tallahassee, Florida  32301

                                  ARTICLE SIX

         The Corporation is to have perpetual existence.

                                 ARTICLE SEVEN

         In furtherance and not in limitation of the powers conferred by the
Florida Business Corporation Act, the Board is expressly authorized and
empowered to adopt, amend and repeal the Bylaws of the Corporation. The Bylaws
of the Corporation may be adopted, amended or repealed by the shareholders of
the Corporation only upon the affirmative vote of at least two-thirds of the
entire voting power of all the then-outstanding shares of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

                                 ARTICLE EIGHT

         Meetings of shareholders may be held within or without the State of
Florida, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Florida at such place or places as
may be designated from time to time by the Corporation's Board of Directors or
in the by-laws of the Corporation. Election of directors need not be by written
ballot unless the by-laws of the Corporation so provide. The Corporation shall
hold a special meeting of shareholders only: (i) on call of the Board of
Directors


                                      -22-
<PAGE>

or persons authorized to do so by the Corporation's by-laws; or (ii) if the
holders of not less than fifty percent of the shares of capital stock entitled
to vote on any issue proposed to be considered at the proposed special meeting
sign, date and deliver to the Corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to be
held.

                                  ARTICLE NINE

         Any action required or permitted to be taken at a shareholders' meeting
may be taken without a meeting, without prior notice and without a vote, if the
action is taken by persons who would be entitled to vote at a meeting and who
hold shares having voting power equal to not less than the greater of (a) 80% of
the voting power of all shares of each class or series entitled to vote on such
action or (b) the minimum number of votes of each class or series that would be
necessary to authorize or take the action at a meeting at which all shares of
each class or series entitled to vote were present and voted. The action must be
evidenced by one or more written consents describing the action taken, signed by
the shareholders entitled to take action without a meeting, and delivered to the
Corporation in the manner prescribed by the Florida Business Corporation Act for
inclusion in the minute book. No consent shall be effective to take the
corporate action specified unless the number of consents required to take such
action are delivered to the Corporation within 60 days of the delivery of the
earliest-dated consent. Written notice of the action taken shall be given in
accordance with the Florida Business Corporation Act to all shareholders who do
not participate in taking the action who would have been entitled to notice if
such action had been taken at a meeting having a record date on the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation.

                                  ARTICLE TEN

         To the fullest extent permitted by the Florida Business Corporation Act
as the same exists or may hereafter be amended, a director of this corporation
shall not be liable to the Corporation or its shareholders for monetary damages
for a breach of fiduciary duty as a director. Any repeal or modification of this
ARTICLE TEN shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

         The Corporation shall indemnify to the fullest extent authorized or
permitted by law (as now or hereafter in effect) any person who is or was made,
or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or


                                      -23-
<PAGE>

investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a director or officer of the Corporation, or is or was serving in any
capacity at the request of the Corporation for any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees and
disbursements). Persons who are not directors or officers of the Corporation may
be similarly indemnified in respect of service to the Corporation to the extent
the Board of Directors at any time specifies that such persons are entitled to
the benefits of this Article.

         The Corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 or agent of an Other Entity, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article, the Bylaws or under Section 607.0850 of the Florida
Act or any other provision of law.

         Subject to the Bylaws of the Corporation, the Corporation shall
indemnify and advance expenses on behalf of its officers and directors to the
fullest extent not prohibited by law in existence either now or hereafter.

                                 ARTICLE ELEVEN

         The Corporation expressly elects not to be governed by Section 607.0902
of the Florida Business Corporation Act.

                                 ARTICLE TWELVE

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein, by the consent of the Corporation's Board of
Directors and by the laws of the State of Florida, and all rights conferred upon
shareholders herein are granted subject to this reservation.

                                ARTICLE THIRTEEN

                                      -24-
<PAGE>

         The business and affairs of the Corporation shall be managed by or
under the direction of the Board. Except as otherwise provided in these Amended
and Restated Articles of Incorporation, each director of the Corporation shall
be entitled to one vote per director on all matters voted or acted upon by the
Board.

                                ARTICLE FOURTEEN

         The number of directors of the Corporation shall be such number as from
time to time shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation; provided, however, that the number of directors which shall
constitute the whole board shall not be fewer than five nor more than 15. The
directorships (i.e., the particular seats on the Board) shall be classified into
three classes as nearly equal in number as possible.

          The following persons comprise all of the members of the Board as of
the date hereof, each holding office until the annual meeting indicated opposite
his respective name and until his respective successor is appointed and
qualified or until his earlier resignation or removal:

         Name                                         Term as Director Expires
         ----                                         ------------------------
Ted A. Fernandez                                               2001
c/o AnswerThink Consulting Group, Inc.
Brickell Avenue
Suite 350
Miami, Florida  33131

Bruce V. Rauner                                                2001
c/o GTCR
Sears Tower
Chicago, Illinois  60606-6402

Fernando Montero                                               2001
c/o AnswerThink Consulting Group, Inc.
Brickell Avenue
Suite 350
Miami, Florida 33131

Allan R. Frank                                                 2000
c/o AnswerThink Consulting Group, Inc.


                                      -25-
<PAGE>

Brickell Avenue
Suite 350
Miami, Florida  33131

William C. Kessinger                                           2000
c/o GTCR
Sears Tower
Chicago, Illinois  60606-6402

Edmund R. Miller                                               1999
c/o AnswerThink Consulting Group, Inc.
Brickell Avenue,
Suite 350
Miami, Florida 33131

Ulysses S. Knotts, III                                         1999
c/o AnswerThink Consulting Group, Inc.
Brickell Avenue,
Suite 350
Miami, Florida  33131

         With respect to newly created or eliminated directorships resulting
from an increase or decrease, respectively, in the number of directors, the
Board shall determine and designate to which class of directorships each
director belongs. The term of any director elected at an annual meeting of
shareholders shall expire at the annual meeting of shareholders held in the
third year following the year of the director's election. Unless and except to
the extent that the Bylaws of the Corporation shall otherwise require, the
election of directors of the Corporation need not be by written ballot.

         Vacancies and newly created directorships resulting from any increase
in the number of directors of the Board may be filled only by the affirmative
vote of a majority of the directors then in office, although fewer than a
quorum, or by a sole remaining director. Whenever the holders of any class or
classes of stock or series thereof are entitled to elect one or more directors
by the provisions of these Amended and Restated Articles of Incorporation,
vacancies and newly created directorships of such class or classes or series may
be filled by the affirmative vote of a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected. Each director so chosen shall hold office until the next
election of directors of the class to which such director was appointed, and
until such director's successor is elected and qualified, or until the
director's earlier death, resignation or removal.


                                      -26-
<PAGE>

         A director may resign at any time upon written notice to the
Corporation, and the resignation shall take effect at the time it specifies,
without any need for acceptance by the Board. In the event that one or more
directors resigns from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, with the vote thereon to take effect when
such resignation or resignations becomes effective. Directors may only be
removed for cause upon the affirmative vote of at least two-thirds of the entire
voting power of all the then-outstanding shares of stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

                                ARTICLE FIFTEEN

                  The principal place of business and mailing address of the
Corporation is 1401 Brickell Avenue, Suite 350, Miami, Florida 33131.

                                      -27-
<PAGE>

                  I, THE UNDERSIGNED, being the President of the Corporation,
for the purpose of amending and restating the Articles of Incorporation of the
Corporation pursuant to the Florida Business Corporation Act, do make this
certificate, hereby declaring and certifying that this is my act and deed and
the facts stated herein are true, and accordingly have hereunto set my hand on
the 5th day of May, 1998.

                                   /s/ Ted A. Fernandez
                                   ---------------------------------------------
                                   Ted A. Fernandez
                                   President