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                                                                     EXHIBIT 3.1


                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                        PHOENIX INTERNATIONAL LTD., INC.


         These Restated Articles of Incorporation of Phoenix International Ltd.,
Inc., a Florida corporation (the "Corporation"), are hereby adopted pursuant to
Section 607.1007 of the Florida Business Corporation Act (the "Act").


                                   ARTICLE I.
                            NAME AND PRINCIPAL OFFICE

         The name of the Corporation is "Phoenix International Ltd., Inc." The
principal office of the Corporation is 500 International Parkway, Heathrow,
Florida 32746.


                                   ARTICLE II.
                                  CAPITAL STOCK

         The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is fifty million (50,000,000) shares of voting
common stock, par value $0.01 per share (the "Common Stock").

         In addition to the Common Stock, the Corporation shall have the
authority, exercisable by its Board of Directors, to issue ten million
(10,000,000) shares of preferred stock, par value $0.01 per share (the
"Preferred Stock"), any part or all of such shares of Preferred Stock may be
established and designated from time to time by the Board of Directors by filing
an amendment to these Restated Articles of Incorporation, which is effective
without shareholder action, in accordance with the appropriate provisions of the
Act, and any amendment or supplement thereto (a "Preferred Stock Designation"),
in such series and with such preferences, limitations, and relative rights as
may be determined by the Board of Directors. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of a majority of the
votes of the Common Stock, without a vote of the holders of the shares of
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required by law or pursuant to the Preferred Stock Designation or Preferred
Stock Designations establishing the series of Preferred Stock.




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                                   ARTICLE III
                                    DIRECTORS

         The Corporation shall have not more than eleven directors, and the
number of directors shall be set by the Board of Directors as set forth in the
Corporation's Bylaws. The Board of Directors shall be divided into three classes
to be known as Class I, Class II, and Class III, which shall be as nearly equal
in number as possible. Except in case of death, resignation, disqualification,
or removal for cause, each director shall serve for a term ending on the date of
the third annual meeting of shareholders following the annual meeting at which
the director was elected. Despite the expiration of a director's term, he shall
continue to serve until his successor, if there is to be any, has been elected
and has qualified. In the event of any increase or decrease in the authorized
number of directors, the newly created or eliminated directorships resulting
from such an increase or decrease shall be apportioned among the three classes
of directors so that the three classes remain as nearly equal in size as
possible; provided, however, that there shall be no classification of additional
directors elected by the Board of Directors until the next meeting of
shareholders called for the purposes of electing directors, at which meeting the
terms of all such additional directors shall expire, and such additional
directors positions, if they are to be continued, shall be apportioned among the
classes of directors and nominees therefor shall be submitted to the
shareholders for their vote.

         No director may be removed from the Board of Directors except by the
shareholders for cause. Any vacancy occurring on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
only be filled by the affirmative vote of the remaining directors even if the
remaining directors constitute less than a quorum of the Board of Directors.


                                   ARTICLE IV
                        LIMITATION ON DIRECTOR LIABILITY

         No director of the Corporation shall be personally liable for monetary
damages to the Corporation or any other person or any statement, vote, decision
or failure to act, regarding corporate management or policy by a director,
unless the director breached or failed to perform his duties as a director and
the director's breach of, or failure to perform, those duties constitutes:

                  (i)   a violation of criminal law, unless the director had
         reasonable cause to believe his conduct was lawful or had no reasonable
         cause to believe his conduct was unlawful;

                  (ii)  a transaction from which the director received an
         improper personal benefit;

                  (iii) a circumstance under which the liability provisions of
         Section 607.0834 of the Act are applicable;



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                  (iv)   in a proceeding by or in the right of the Corporation
         to procure a judgment in its favor or by or in the right of a
         shareholder, conscious disregard for the best interests of the
         Corporation or willful misconduct; or

                  (v)    in a proceeding by or in the right of someone other
         than the Corporation or a shareholder, recklessness or an act or
         omission which was committed in bad faith or with malicious purpose or
         in a manner exhibiting wanton and willful disregard of human rights,
         safety or property.

         If at any time the Act shall have been amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
each director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Act, as so amended, without further action by the
shareholders, unless the provisions of the Act, as amended, require further
action by the shareholders. Any repeal or modification of the foregoing
provisions of this Article Four shall not adversely affect the elimination or
limitation of liability or alleged liability pursuant hereto of any director of
the Corporation for or with respect to any alleged act or omission of the
director occurring prior to such a repeal or modification.


                                    ARTICLE V
                            ACTION BY WRITTEN CONSENT

         All actions by the shareholders shall be taken at a meeting, with prior
notice which complies with the notice provisions of the Corporation's Bylaws,
and with a vote of the holders of the outstanding stock of each voting group
entitled to vote thereon.


                                   ARTICLE VI
                         SPECIAL MEETING OF SHAREHOLDERS

         A special meeting of shareholders, for any purpose or purposes, may be
called only by the Executive Committee of the Board of Directors or by the Chief
Executive Officer of the Corporation. In addition, the Secretary shall call a
special meeting when requested in writing by the holders of at least 50% of all
of the shares entitled to vote at a meeting. Such written shareholder request
shall comply with the notice provisions of the Corporation's Bylaws.



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                                   ARTICLE VII
                                VOTING PROVISIONS

         The affirmative vote of at least 66 2/3% of the directors is required
for the following actions by the Corporation to be submitted to a vote of the
shareholders:

                  (i)      sale of substantially all of the assets of the
         Corporation;

                  (ii)     liquidation of the Corporation;

                  (iii)    the merger, consolidation or reorganization of the
         Corporation, unless the shareholders of the Corporation own at least a
         majority of the combined voting power of the corporation resulting from
         such merger, consolidation or reorganization; or

                  (iv)     any increase in the number of directors above eleven
         directors;

provided, further, that the affirmative vote of holders of at least 66 2/3% of
all of the shares of the Common Stock is required for shareholder approval of
any action outlined in the clauses above.


                                  ARTICLE VIII
                                   AMENDMENTS

         These Restated Articles of Incorporation may only be altered, amended
or repealed by the affirmative vote of the holders of 66 2/3% of the outstanding
stock entitled to vote thereon.

         These Restated Articles of Incorporation do not contain amendments
requiring shareholder approval; they were adopted by the Board of Directors on
December 13, 1999.

         IN WITNESS WHEREOF, the undersigned has executed these Restated
Articles of Incorporation this 15th day of December, 1999.



                                                /s/ Bahram Yusefzadeh
                                    ------------------------------------------
                                                  BAHRAM YUSEFZADEH
                                              Chief Executive Officer



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