<PAGE>

                                                                    EXHIBIT 3.1


                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             NEWCOURT HOLDINGS, INC.


         NEWCOURT HOLDINGS, INC. (the "Corporation"), a corporation organized
and existing under and by virtue of the Florida Business Corporation Act (the
"Act"), does hereby certify that:

         1. The Second Amended and Restated Articles of Incorporation set forth
herein were adopted at a meeting of the Board of the Directors of the
Corporation held on December 23, 2002, and approved at a meeting of the
shareholders of the Corporation held on April 30, 2003, and the number of votes
cast for the amendment were sufficient for approval.

         2. The Articles of Incorporation of the Corporation, originally filed
December 17, 1999 under the name Technology Ventures Group, Inc., as amended and
restated on July 30, 2001, and further amended on April 23, 2002, are hereby
amended and restated in their entirety as follows:

                                    ARTICLE I
                                      NAME

The name of the Corporation is Newcourt Holdings, Inc.

                                   ARTICLE II
                                     PURPOSE

The Corporation is organized for the purpose of transacting any and all lawful
business.

                                   ARTICLE III
                                  CAPITAL STOCK

A.       The aggregate number of shares that the Corporation is authorized to
issue is Two Hundred Five Million (205,000,000) shares, consisting of:

         1.       Two Hundred Million (200,000,000) shares of common stock with
a par value of $.001 per share (the "COMMON STOCK"); and

         2.       Five Million (5,000,000) shares of preferred stock with a par
value of $.01 per share (the "PREFERRED STOCK").

Of the Preferred Stock, 2,000,000 shares shall be designated as Series A
Convertible Preferred Stock, all of which shares are issued and outstanding as
of the effective date hereof, and 3,000,000 shares shall be undesignated, none
of which shares are issued or outstanding.

B.       The preferences and relative, participating or other rights of the
Preferred Stock, and the qualifications, limitations or restrictions thereof are
as follows:


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         1. The Preferred Stock may be issued from time to time in one or more
classes or series, the shares of each class or series to have such designations
and powers, preferences and rights, qualifications, limitations and restrictions
thereof as are stated and expressed herein and in the resolution or resolutions
providing for the issue of such class or series adopted by the Corporation's
Board of Directors (the "BOARD OF DIRECTORS") as hereinafter prescribed.

         2. Authority is hereby expressly granted to and vested in the Board of
Directors to authorize the issuance of the Preferred Stock from time to time in
one or more classes or series, to determine and take necessary proceedings fully
to effect the issuance and redemption of any such Preferred Stock, and, with
respect to each class or series of the Preferred Stock, to fix and state by the
resolution or resolutions from time to time adopted providing for the issuance
thereof the following:

         (a)      Whether or not the class or series is to have voting rights,
full or limited, or is to be without voting rights;

         (b)      The preferences and relative, participating, optional or other
special rights, if any, with respect to any class or series;

         (c) Whether or not the shares of any class or series shall be
redeemable and if redeemable the redemption price or prices, and the time or
times at which and the terms and conditions upon which, such shares shall be
redeemable and the manner of redemption;

         (d) Whether or not the shares of a class or series shall be subject to
the operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement, and if such retirement or sinking fund
or funds be established, the annual amount thereof and the terms and provisions
relative to the operation thereof;

         (e) The dividend rate, whether dividends are payable in cash, stock of
the Corporation, or other property, the conditions upon which and the times when
such dividends are payable, the preference to or the relation to the payment of
the dividends payable on any other class or classes or series of stock, whether
or not such dividend shall be cumulative or non-cumulative, and if cumulative,
the date or dates from which such dividends shall accumulate;

         (f) Whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other class of classes
or of any other series of the same of any other class or classes of stock of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made, with such adjustments,
if any, as shall be stated and expresses or provided for in such resolution or
resolutions; and

         (g) Such other special rights and protective provisions with respect to
any class or series as the Board of Directors may deem advisable.

The shares of each class or series of the Preferred Stock may vary from the
shares of any other series thereof in any or all of the foregoing respects. The
Board of Directors may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution


                                      -2-
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adding to such class or series authorized and unissued shares of the Preferred
Stock not designated for any other class or series. The Board of Directors may
decrease the number of shares of the Preferred Stock not designated for any
other class or series. The Board of Directors may decrease the number of shares
of the Preferred Stock designated for any existing class or series by a
resolution, subtracting from such series unissued shares of Preferred Stock
designated for such class or series, and the shares so subtracted shall become
authorized, unissued and undesignated shares of Preferred Stock.


C.       SERIES A PREFERRED STOCK

         1. DESIGNATION. The designation of the first series of Preferred Stock
is Series A Convertible Preferred Stock (hereinafter in this Article III(C)
called the "SERIES A PREFERRED STOCK") and the number of shares constituting
such series shall be 2,000,000 shares, which number may be decreased (but not
increased) by the Board of Directors without a vote of shareholders; provided,
however, that such number may not be decreased below the number of then
currently outstanding shares of Series A Preferred Stock, plus shares issuable
upon the exercise of any then outstanding options, warrants or rights to acquire
Series A Preferred Stock. All capitalized terms used in these Second Amended and
Restated Articles of Incorporation and not otherwise defined shall have the
meaning given to such terms in Section C.14 of this Article III(C).

         2.       DIVIDENDS.

         (a) The holders of shares of Series A Preferred Stock, in preference to
the holders of all Junior Securities, shall be entitled to receive, when and if
declared by the Board of Directors out of funds legally available for the
purpose, cumulative dividends as provided in this Section C.2. Cumulative
dividends on each share of Series A Preferred Stock may, in the sole discretion
of the Board of Directors, be payable either in cash or in shares of Common
Stock and shall accrue at the per annum rate of seven percent (7%), calculated
(i) if to be paid in shares of Common Stock, (A) on the sum of (i) the number of
shares of Series A Preferred Stock then issued and outstanding and (B) all
accumulated and unpaid dividends accrued thereon pursuant to this Section C.2(a)
from the date of issuance thereof; or (ii) if in cash, on the sum of (A) the
then applicable fair market value per share of the Series A Preferred Stock (as
determined in good faith by the Board of Directors) and (B) all accumulated and
unpaid dividends accrued thereon pursuant to this Section C.2(a) from the date
of issuance thereof (the "SERIES A PREFERRED DIVIDENDS"). Series A Preferred
Dividends shall be calculated and compounded annually in arrears on December 31
of each year, prorated on a daily basis for partial periods. Series A Preferred
Dividends shall commence to accrue on each share of Series A Preferred Stock
issued and outstanding on the first anniversary of the date of issuance thereof
and continue to accrue thereafter until such share is converted pursuant to
Section C.3 hereof, whether or not such dividends are declared by the Board of
Directors and whether or not there are profits, surplus or other funds of the
Corporation legally available for the payment of dividends. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Series A Preferred Stock, such
payment shall be distributed ratably among the holders of Series A Preferred
Stock based upon the aggregate accrued but unpaid dividends on the Series A
Preferred Stock held by each holder.


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         (b) The Series A Preferred Dividends shall represent ninety percent
(90%) (such percentage as it may be reduced from time to time in accordance with
this Section C.2(b), the "SERIES A DIVIDEND PERCENTAGE") of all the dividends
that the Corporation shall declare, pay or set apart for payment during any
calendar year, except that if any portion of the shares of Series A Preferred
Stock shall be converted into shares of Common Stock pursuant to Section C.3
hereof, such Series A Dividend Percentage shall be reduced by multiplying the
then applicable Series A Dividend Percentage by a fraction the numerator of
which is the number of issued and outstanding shares of Series A Preferred Stock
after such partial conversion and the denominator of which is the number of
issued and outstanding shares of Series A Preferred Stock prior to such partial
conversion.

         (c) The Series A Preferred Stock shall not on account thereof
participate in any dividends that are declared and paid on Common Stock or any
other class of the Corporation's Capital Securities in addition to the Series A
Preferred Dividends.

         (d) Without the consent of the Requisite Series A Shareholders, so long
as any shares of Series A Preferred Stock are outstanding, the Corporation shall
not declare, pay or set apart for payment any dividends or make any other
distribution on or redeem any Junior Securities (other than stock dividends and
distributions in the nature of a stock split or the like) and will not permit
any Subsidiary to redeem, purchase or otherwise acquire for value, or set apart
for any sinking or other analogous fund for the redemption or purchase of, any
Junior Securities; provided, however, that the Corporation may purchase, redeem
or acquire shares of Common Stock and Convertible Securities issued to directors
and employees of, and consultants to, the Corporation pursuant to equity
incentive plans upon termination of employment or in accordance with other
arrangements approved by the Board of Directors.

         (e) All numbers relating to the calculation of dividends pursuant to
this Section C.2 shall be equitably adjusted to reflect any stock split, stock
dividend, combination, reorganization, recapitalization, reclassification or
other similar event involving Series A Preferred Stock or Common Stock.

         3.       CONVERSION INTO COMMON STOCK. The holders of Series A
Preferred Stock shall have the following conversion rights:

         (a) Election to Convert. At any time, each holder of Series A Preferred
Stock shall be entitled, without the payment of any additional consideration, to
cause all or any portion of the shares of Series A Preferred Stock held by such
holder to be converted into a number of shares of Common Stock determined as
hereafter provided in this Section C.3(a), which shares shall upon the issuance
thereof be fully paid and non-assessable. Each issued and outstanding share of
Series A Preferred Stock shall be convertible into forty-five (45) shares of
Common Stock (the "CONVERSION RATIO"). The number of shares of Common Stock into
which shares of Series A Preferred Stock are convertible is subject to
adjustment from time to time as provided in Section C.4 hereof.

         (b) Procedure for Conversion. Upon the election to convert the Series A
Preferred Stock made in accordance with Section C.3(a), the holder of the Series
A Preferred Stock making such election shall provide written notice of such
conversion (the "CONVERSION NOTICE") to the Corporation setting forth the number
of shares of Series A Preferred Stock such holder elects to convert into Common
Stock (the "ELECTED PREFERRED STOCK"). The Elected Preferred


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Stock shall be converted, without further action, into the number of shares
Common Stock provided for in Section C.3(a) in installments over a period of
three years after the date of the Conversion Notice (the "CONVERSION PERIOD"),
and upon conversion of each such installment, such number of shares of Common
Stock into which the Elected Preferred Stock is converted shall thereupon be
deemed to have been issued to the holder of the Elected Preferred Stock. The
Board of Directors, in its sole discretion, shall determine the number of
installment conversions that will occur during the Conversion Period and the
number of shares of Elected Preferred Stock that will comprise each such
installment; provided, however, that the Corporation shall not convert more than
fifty percent (50%) of the Elected Preferred Stock during any twelve-month
portion of the Conversion Period. Upon each conversion, the holder of Elected
Preferred Stock shall as soon as practicable thereafter surrender to the
Corporation at the Corporation's principal executive office the certificate or
certificates evidencing the Elected Preferred Stock being converted, duly
assigned or endorsed for transfer to the Corporation (or accompanied by duly
executed stock powers relating thereto), or an Affidavit of Loss with respect
thereto. Upon surrender of such certificate or certificates or delivery of an
Affidavit of Loss with respect thereto, the Corporation shall issue and deliver
to the holder so surrendering such certificate or certificates or to such
holder's designee, at an address designated by such holder, a certificate or
certificates for the number of shares of Common Stock into which such holder's
Elected Preferred Stock shall have been converted. The issuance of certificates
for shares of Common Stock upon conversion of Elected Preferred Stock will be
made without charge to the holders of such shares for any issuance tax in
respect thereof or other costs incurred by the Corporation in connection with
such conversion and the related issuance of such stock.

         (c) Fractional Shares; Partial Conversion. No fractional shares shall
be issued upon conversion of any shares of Series A Preferred Stock. All shares
of Common Stock (including fractions thereof) issuable upon conversion of Series
A Preferred Stock by a holder thereof shall be aggregated for purposes of
determining whether the conversion would result in the issuance of any
fractional share. If any fractional interest in a share of Common Stock would,
except for the provisions of the first sentence of this Section C.3(c), be
delivered upon any such conversion, the Corporation, in lieu of delivering the
fractional share thereof, shall pay to the holder surrendering the Series A
Preferred Stock for conversion an amount in cash equal to the current fair
market value of such fractional interest as determined in good faith by the
Board of Directors. In case the number of shares of Series A Preferred Stock
represented by the certificate or certificates surrendered for conversion
exceeds the number of shares converted, the Corporation shall, upon such
conversion, execute and deliver to the holder thereof, at the expense of the
Corporation, a new certificate or certificates for the number of shares of
Series A Preferred Stock represented by the certificate or certificates
surrendered that are not to be converted.

         4.       ADJUSTMENTS.

         (a) Adjustments for Subdivisions, Combinations or Consolidation of
Common Stock. In the event the outstanding shares of Common Stock shall be
subdivided by stock split, stock dividends or otherwise, into a greater number
of shares of Common Stock, the Conversion Ratio then in effect with respect to
Series A Preferred Stock shall, concurrently with the effectiveness of such
subdivision, be proportionately increased so that the number of shares of Common
Stock issuable upon conversion of any shares of Series A Preferred Stock shall
be increased in proportion to such increase in outstanding shares. In the event
the outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser


                                      -5-
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number of shares of Common Stock, the Conversion Ratio then in effect with
respect to each series of each class of Preferred Stock shall, concurrently with
the effectiveness of such combination or consolidation, be proportionately
decreased so that the number of shares of Common Stock issuable on conversion of
any shares of Series A Preferred Stock shall be decreased in proportion to such
decrease in outstanding shares.

         (b) Adjustments for Reclassification, Exchange and Substitution. If the
Common Stock issuable upon conversion of the Series A Preferred Stock shall be
changed into the same or a different number of shares of any other class or
classes of stock or into any other securities or property, whether by capital
reorganization, reclassification, merger, combination of shares,
recapitalization, consolidation, business combination or other similar
transaction (other than a subdivision or combination of shares provided for in
Section C.4(a) above), each share of Series A Preferred Stock shall thereafter
be convertible into the number of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the
Corporation deliverable upon conversion of such share of Series A Preferred
Stock shall have been entitled upon such capital reorganization,
reclassification, merger, combination of shares, recapitalization,
consolidation, business combination or other similar transaction if immediately
prior to such capital reorganization, reclassification, merger, combination of
shares, recapitalization, consolidation, business combination or other similar
transaction such holder had converted such holder's Series A Preferred Stock
into Common Stock. The provisions of this Section C.4(b) shall similarly apply
to successive capital reorganizations, reclassifications, mergers, combinations
of shares, recapitalizations, consolidations, business combinations or other
transactions.

         (c) Other Dilutive Issuances. If an event not specified in this Section
C.4 occurs that has substantially the same economic effect on the Series A
Preferred Stock as those events specifically enumerated above in this Section
C.4, then this Section C.4 shall be construed liberally, mutatis mutandis, in
order to provide the holders of Series A Preferred Stock the intended benefit of
the protections provided under this Section C.4. In such event, the Board of
Directors shall give prompt notice (the "ADJUSTMENT NOTICE") to each holder of
Series A Preferred Stock thereof and make an appropriate adjustment in the
Conversion Ratio so as to protect the rights of the holders of Series A
Preferred Stock; provided, however, that no such adjustment shall decrease the
Conversion Ratio as otherwise determined pursuant to this Section C.4 or
increase the number of shares of Common Stock issuable upon conversion of each
share of Series A Preferred Stock as otherwise determined in accordance with
this Section C.4. The rights of the holders of Series A Preferred Stock under
this Section C.4(c) shall terminate with respect to any such event to which this
Section C.4(c) would apply unless, within fifteen (15) days after the date of
the Adjustment Notice, one or more holders of Series A Preferred Stock give
notice to the Board of Directors that the provisions of this Section C.4(c)
apply to such event.

         (d) No Impairment. The Corporation will not, by amendment of these
Second Amended and Restated Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, and will at all times in good faith assist in the
carrying out of all the provisions of this Section C.4 and in the taking of all
such action as may


                                      -6-
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be necessary or appropriate in order to protect the conversion rights of the
holders of Series A Preferred Stock hereunder against impairment by the
Corporation or any successor entities.

         (e) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Ratio pursuant to this Section C.4,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series A Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based and the Conversion Ratio then in effect. The Corporation
shall, upon the written request at any time by any holder of Series A Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Ratio
at the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property that at the time would be received upon the
conversion of such holder's Series A Preferred Stock.

         (f)      Rounding. All calculations under this Section C.4 shall be
made to the nearest (i) one hundredth of a share or (ii) one hundredth of one
percent, as the case may be.

         5. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the issued or issuable shares of Series A Preferred Stock, such number of its
shares of Common Stock as the case may be, as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Series A
Preferred Stock, and if at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of Series A Preferred Stock, the Corporation will take all
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

         6. NO CLOSING OF TRANSFER BOOKS. The Corporation shall not close its
books against the transfer of shares of Series A Preferred Stock in any manner
that would interfere with the timely conversion of any shares of Series A
Preferred Stock in accordance with the provisions hereof.

         7.       NOTICE.

         (a) Record Date. In the event the Corporation establishes a record date
to determine the holders of any class of securities that are entitled to receive
any dividend, the Corporation shall mail or cause to be mailed by first class
mail (postage prepaid) to each holder of Series A Preferred Stock at least ten
(10) days prior to such record date specified therein, a notice specifying the
date of such record date for the purpose of such dividend and a description of
such dividend.

         (b) Waiver of Notice. The Requisite Series A Shareholders may at any
time upon written notice to the Corporation waive, either prospectively or
retrospectively, any notice provisions specified in this Article III(C), and any
such waiver shall be effective as to all holders of Series A Preferred Stock.



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         (c) General. In the event that the Corporation provides any notice,
report or statement to any holder of Common Stock, the Corporation shall at the
same time provide a copy of any such notice, report or statement to each holder
of outstanding shares of Series A Preferred Stock.

         8. NO REISSUANCE OF PREFERRED STOCK. No share or shares of Series A
Preferred Stock acquired by the Corporation by reason of conversion or otherwise
shall be reissued, and all such shares shall be canceled, retired and eliminated
from the shares that the Corporation shall be authorized to issue.

         9. VOTING. Each holder of outstanding shares of Series A Preferred
Stock shall be entitled to the number of votes equal to the number of whole
shares of Common Stock into which the shares of Series A Preferred Stock held by
such holder are then convertible (as adjusted from time to time pursuant to
Section C.3 hereof) at each meeting of shareholders of the Corporation (and
written actions of stockholders in lieu of meetings) with respect to any and all
matters presented to the shareholders of the Corporation for their action or
consideration. Except as provided by law or by the provisions establishing any
other series of Preferred Stock, holders of Series A Preferred Stock and of any
other outstanding series of Preferred Stock shall vote together with the holders
of Common Stock as a single class.

         10.      RANK. The Series A Preferred Stock shall rank senior in right
as to dividends to all Junior Securities, whenever issued.

         11.      IDENTICAL RIGHTS. Each share of the Series A Preferred Stock
shall have the same relative rights and preferences as, and shall be identical
in all respects with, all other shares of the Series A Preferred Stock.

         12. CERTIFICATES. So long as any shares of the Series A Preferred Stock
are outstanding, there shall be set forth on the face or back of each stock
certificate issued by the Corporation a statement that the Corporation shall
furnish without charge to each shareholder who so requests, a full statement of
the designation and relative rights, preferences and limitations of each class
of stock or series thereof that the Corporation is authorized to issue and of
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of each series.

         13.      AMENDMENTS. Any provision of this Article III(C) may be
amended, modified or waived if and only if the Requisite Series A Shareholders
have consented in writing or by an affirmative vote to such amendment,
modification or waiver of any such provision of this Article III(C).

         14.      DEFINITIONS.

         The following terms are used herein with the meanings indicated:

         "AFFIDAVIT OF LOSS" means an affidavit or agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred in connection
with the loss of any share certificate evidencing shares of the Corporation's
Capital Securities.

         "ADJUSTMENT NOTICE" has the meaning specified in Article III, Section
C.4(c).


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<PAGE>



         "BOARD OF DIRECTORS" has the meaning specified in Article III, Section
B.1.

         "CAPITAL SECURITIES" means, as to any Person that is a corporation, the
authorized shares of such Person's capital stock, including all classes of
common, preferred, voting and nonvoting capital stock, and, as to any Person
that is not a corporation or an individual, the ownership interests in such
Person, including, without limitation, the right to share in profits and losses,
the right to receive distributions of cash and property, and the right to
receive allocations of items of income, gain, loss, deduction and credit and
similar items from such Person, whether or not such interests include voting or
similar rights entitling the holder thereof to exercise control over such
Person.

         "COMMON STOCK" has the meaning specified in Article III(A).

         "CONVERSION NOTICE" has the meaning specified in Article III, Section
C.3(b).

         "CONVERSION PERIOD" has the meaning specified in Article III, Section
C.3(b)

         "CONVERSION RATIO" has the meaning specified in Article III, Section
C.3(a).

         "CONVERTIBLE SECURITIES" means securities or obligations that are
exercisable for, convertible into or exchangeable for shares of Common Stock.
The term includes shares of Series A Preferred Stock, options, warrants or other
rights to subscribe for or purchase Common Stock or to subscribe for or purchase
other Capital Securities or obligations that are, directly or indirectly,
exercisable for, convertible into or exchangeable for Common Stock.

         "ELECTED PREFERRED STOCK" has the meaning specified in Article III,
Section C.3(b).

         "JUNIOR SECURITIES" means any of the Corporation's Common Stock and all
other Capital Securities and Convertible Securities of the Corporation other
than (a) Series A Preferred Stock and (b) those that by their terms, state that
they are not Junior Securities or provide the holders thereof with rights pari
passu with or senior to those of the holders of Series A Preferred Stock.

         "PERSON" OR "PERSON" means an individual, partnership, corporation,
limited liability company, association, trust, joint venture, unincorporated
organization or other entity and any government, governmental department or
agency or political subdivision thereof.

         "PREFERRED STOCK" has the meaning specified in Article III, Section
A.2.

         "REQUISITE SERIES A SHAREHOLDERS" means the holders of more than fifty
percent (50%) of the issued and outstanding Series A Preferred Stock.

         "SERIES A DIVIDEND PERCENTAGE" has the meaning specified in Article
III, Section C.2(b).

         "SERIES A PREFERRED DIVIDENDS" has the meaning specified in Article
III, Section C.2(a).

         "SERIES A PREFERRED STOCK" has the meaning specified in Article III,
Section C.1.

         "SUBSIDIARY"/"SUBSIDIARIES" means any corporation, partnership, limited
liability company, association or other business entity of which (i) if a
corporation, a majority of the total


                                      -9-
<PAGE>


voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors thereof is at the time
owned or controlled, directly or indirectly, by the Corporation or one or more
of the other Subsidiaries of the Corporation or a combination thereof, or (ii)
if a partnership, limited liability company, association or other business
entity, a majority of the ownership interests therein is at the time owned or
controlled, directly or indirectly, by the Corporation or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, the
Corporation shall be deemed to have a majority ownership interest in a
partnership, limited liability company, association or other business entity if
the Corporation shall be allocated a majority of partnership, limited liability
company, association or other business entity gains or losses or shall be or
control the managing general partner of such partnership, association or other
business entity or the managing member of such limited liability company.

         15. SEVERABILITY OF PROVISIONS. If any right, preference or limitation
of the Series A Preferred Stock set forth in this Article III(C) (as such
Article III(C) may be amended from time to time) is invalid, unlawful or
incapable of being enforced by reason of any rule, law or public policy, all
other rights preferences and limitations set forth in this Article III(C) (as so
amended) which can be given effect without implicating the invalid, unlawful or
unenforceable right preference or limitation shall, nevertheless, remain in full
force and effect, and no right, preference or limitation herein set forth shall
be deemed dependent upon any other right, preference or limitation unless so
expressed herein.

                                   ARTICLE IV
                                TERM OF EXISTENCE

The Corporation shall have permanent and perpetual existence.

                                    ARTICLE V
                                PRINCIPAL OFFICE

The principal office and mailing address of the Corporation is 12400 S.W. 134th
Court, Suite 11, Miami, Florida 33186. The Board of Directors may, from time to
time, change the street and post office address of the Corporation as well as
the location of its principal office.

                                   ARTICLE VI
                               BOARD OF DIRECTORS

The Corporation shall have at least three (3) directors. The number of directors
may be either increased or diminished from time to time by the Bylaws of the
Corporation but shall never be less than one (1).





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<PAGE>



                                   ARTICLE VII
                                REGISTERED AGENT

The name and address of the registered agent of the Corporation shall be

                                McIvan A. Jarrett
                         12400 SW 134th Court, Suite 11
                              Miami, Florida 33186

                                  ARTICLE VIII
                                    AMENDMENT

The Corporation reserves the right to amend or repeal any provision contained in
these Second Amended and Restated Articles of Incorporation, or any amendment
hereto, in the manner provided by law.


IN WITNESS WHEREOF, the undersigned has executed these Second Amended and
Restated Articles of Incorporation this 1st day of May, 2003.



                                             /s/ McIvan A. Jarrett
                                             ---------------------------
                                             McIvan A. Jarrett, President






                                      -11-
<PAGE>



                       CERTIFICATE DESIGNATING THE ADDRESS
                  AND AN AGENT UPON WHOM PROCESS MAY BE SERVED

                              W I T N E S S E T H:

Newcourt Holdings, Inc., a corporation organized under the laws of the State of
Florida, has named McIvan A. Jarrett, 12400 SW 134th Court, Suite 11, Miami,
Florida 33186, as its agent to accept service of process within this state.

                                 ACKNOWLEDGMENT:

Having been named to accept service of process for the above-stated corporation,
at the place designated in this certificate, I hereby agree to act in this
capacity, and I further agree to comply with the provisions of all statutes
relative to the proper and complete performance of my duties, and I am familiar
with, and accept the duties and obligations of a registered agent outlined in
Section 607.0505, Florida Statutes.

Dated this 1st day of May, 2003.



                                             /s/ McIvan A. Jarrett
                                             ---------------------------
                                             McIvan A. Jarrett






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