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                                                                    EXHIBIT 3(i)


                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                         TECHNOLOGY VENTURES GROUP, INC.

         Pursuant to Sections 607.1003 and 607.1007 of the Florida Business
Corporation Act, Technology Ventures Group, Inc., a Florida corporation (the
"Corporation"), certifies that:

         These Amended and Restated Articles of Incorporation contain amendments
requiring the approval of the holders of shares of the common stock of the
Corporation, and the shareholders of the Corporation approved such amendments at
an annual shareholders' meeting duly held on July 18, 2001. The number of votes
cast in favor of the amendments was sufficient for approval by the holders of
the common stock of the Corporation. These Amended and Restated Articles of
Incorporation were duly adopted, and proposed and recommended for action by the
shareholders, by the Board of Directors at a meeting of the Board of Directors
held on June 28, 2001.

         The text of the Articles of Incorporation of the Corporation is hereby
amended and restated in its entirety, effective as of the date of filing of
these Amended and Restated Articles of Incorporation with the Secretary of State
of Florida, to read as follows:

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

                                    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 which the corporation is authorized
to issue is Fifty-Five Million (55,000,000) shares, consisting of:

                  (1) Fifty Million (50,000,000) 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").


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

                  (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 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 noncumulative, 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

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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 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.

                                   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)

                                  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



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                                  ARTICLE VIII
                                    AMENDMENT

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

         IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation this ____ day of July 2001.

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



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