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                                                                 EXHIBIT 3.1


                            ARTICLES OF INCORPORATION
                                       OF
                        ENVISION DEVELOPMENT CORPORATION

         I, the undersigned, hereby make, subscribe, acknowledge and file with
the Secretary of State of the State of Florida these Articles of Incorporation
for the purpose of forming a corporation for profit in accordance with the laws
of the State of Florida:

                                    ARTICLE I

          The name of the corporation is Envision Development Corporation (the
"Corporation").

                                   ARTICLE II

         The purpose for which the Corporation is organized is to engage any
lawful business for which corporations may be incorporated under the Florida
Business Corporation Act.

                                   ARTICLE III

         The aggregate number of shares of all classes of capital stock which
this Corporation shall have authority to issue is Twenty-Five Million
(25,000,000), consisting of (i) Twenty Million (20,000,000) shares of common
stock, par value $0.01 per share (the "Common Stock"), and (ii) Five Million
(5,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred
Stock").

         The designations and the preferences, limitations and relative rights
of the Preferred Stock and the Common Stock of the Corporation are as follows:

A.       PROVISIONS RELATING TO THE PREFERRED STOCK.

         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, and 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 (the "Board") as hereinafter prescribed.

         2. Authority is hereby expressly granted to and vested in the Board to
authorize the issuance of the Preferred Stock from time to time in one or more
classes or series, to determine and take necessary action 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:



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         (a)   whether or not the class or series is to be without voting rights
               or is to have voting rights, and, if so, the terms of such voting
               rights;

         (b)   the number of shares to constitute the class or series and the
               designations thereof;

         (c)   the preferences and relative, participating, optional or other
               special rights, if any, and the qualifications, limitations or
               restrictions thereof, if any, with respect to any class or
               series;

         (d)   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;

         (e)   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;

         (f)   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 relative rights of priority of 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;

         (g)   the preferences, if any, and the amounts thereof which the
               holders of any class or series thereof shall be entitled to
               receive upon the voluntary or involuntary liquidation dissolution
               of, or upon any winding up or distribution of the assets of, the
               Corporation;

         (h)   whether or not the shares of any class or series shall be
               convertible into, or exchangeable for, the shares of any other
               class or classes or of any other series of the same or 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 expressed or provided for in such
               resolution or resolutions; and

         (i)   such other special rights and protective provisions with respect
               to any class or series as the Board 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 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



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 authorized and unissued shares of the Preferred Stock not designated for any
 other class or series. The Board 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 the Preferred Stock designated
 for such class or series, and the shares so subtracted shall become authorized,
 unissued and undesignated shares of the Preferred Stock.

B.       PROVISIONS RELATING TO THE COMMON STOCK.

         1. Except as otherwise required by law or as may be provided by the
resolutions of the Board authorizing the issuance of any class or series of
Preferred Stock, as hereinabove provided, all rights to vote and all voting
power shall be vested exclusively in the holders of the Common Stock. Each
holder of shares of the Common Stock shall be entitled to one vote for each
share held.

         2. Subject to the rights of the holders of the Preferred Stock, the
holders of the Common Stock shall be entitled to receive when, as and if
declared by the Board, out of funds legally available therefor, dividends
payable in cash, stock or otherwise.

         3. Upon any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, and after the holders of the Preferred Stock
shall have been paid in full the amounts to which they shall be entitled (if
any) or a sum sufficient for such payment in full shall have been set aside, the
remaining net assets of the Corporation shall be distributed pro rata to the
holders of the Common Stock in accordance with their respective rights and
interests to the exclusion of the holders of the Preferred Stock.

C.       GENERAL PROVISIONS

         1. Except as may be provided by the resolutions of the Board
authorizing the issuance of any class or series of Preferred Stock, as
hereinabove provided, cumulative voting by any shareholder is hereby expressly
denied.

         2. No shareholder of the Corporation shall have, by reason of its
holding shares of any class or series of stock of the Corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of the 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, voting or other rights of such shareholder.



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                                   ARTICLE IV

         The Corporation shall exist perpetually unless sooner dissolved
according to law.

                                    ARTICLE V

         The name of the Incorporator of the Corporation is Kevin H. Sutton, and
the address of the Incorporator is 101 East Kennedy Boulevard, Suite 3700,
Tampa, Florida 33602. The Corporation's mailing address and the address of the
Corporation's principal office is 11701 NW 101st Road, Miami, Florida 33178. The
address of the Corporation's initial registered office in the State of Florida
is 101 East Kennedy Boulevard, Suite 3700, Tampa, Florida 33602 and the name of
the Corporation's registered agent at such office is Kevin H. Sutton.

                                   ARTICLE VI

         A. NUMBER AND TERM OF DIRECTORS. The Corporation's Board shall consist
of not less than five (5) nor more than eleven (11) members with exact number to
be fixed from time to time by resolution of the Board except a greater number
may be required to give effect to the rights of holders of the Preferred Stock
or any series thereof to elect Directors. No decrease in the number of directors
shall have the effect of shortening the term of any incumbent director. The
Board shall be divided into three classes, Class I, Class II and Class III. The
number of directors elected to each class shall be as nearly equal in number as
possible. The Board shall apportion any increase or decrease in the number of
directorships among the classes so as to make the number of directors in each
class as nearly equal as possible. Each director in Class I shall be elected to
an initial term to expire at the annual meeting next ensuing, each director in
Class II shall be elected to an initial term to expire one year thereafter, and
each director in Class III shall be elected to an initial term to expire two
years thereafter, in each case and until his or her successor is duly elected
and qualified or until his or her earlier resignation, death or removal from
office. The Initial Directors shall be as follows:

         Class I:          William J. Patch, Michael E. Amideo, Dean Willard
         Class II:         Thomas Carmody, Sunny C. Vanderbeck
         Class III:        Garrick M. Hileman, Alan E. Rudd

         Upon the expiration of the initial terms of office for each class of
directors, respectively, the directors of each class shall be elected for a term
of three (3) years to serve until their successors are duly elected and
qualified or until their earlier resignation, death or removal from office.

         B. DIRECTOR VACANCIES; REMOVAL. Whenever any vacancy on the Board shall
occur due to death, resignation, retirement, disqualification, removal, increase
in the number of directors, or otherwise, only a majority of directors in
office, although less than a quorum of the entire Board, may fill the vacancy or
vacancies for the balance of the unexpired term of terms, at which time a
successor or successors shall be duly elected by the shareholders and qualified.





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Shareholders shall not, and shall have no power to, fill any vacancy on the
Board. Shareholders may remove a director from office prior to the expiration of
his or her term, but only for "cause" by an affirmative vote of two-thirds of
the outstanding shares of capital stock entitled to vote for the election of
directors.

         C. SHAREHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board at an annual or special meeting of shareholders may be made by or at
the direction of the Board by any nominating committee or person appointed by
the Board or by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the procedures set forth
in this paragraph C; provided, however, that nominations of persons for election
to the Board at a special meeting may be made only if the election of directors
is one of the purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act. Nominations of persons
for election at annual meetings, other than nominations made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than One Hundred Twenty (120) days nor more than One
Hundred Eighty (180) days prior to the first anniversary of the date of the
Company's notice of annual meeting provided with respect to the previous year's
annual meeting; provided, however, that if no annual meeting was held in the
previous year or the date of the annual meeting has been changed to be more than
thirty (30) calendar days earlier than the date contemplated by the previous
year's proxy statement or sixty (60) calendar days after such date, such notice
by the shareholder to be timely must be so received (i) not more than sixty (60)
days prior to the annual meeting of stockholders, or (ii) not later than the
close of business on the tenth (10th) day following the date on which notice of
the date of the annual meeting is given to shareholders or made public,
whichever first occurs. Such shareholder's notice to the Secretary shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director at the annual meeting, (i) the name, age,
business address and residence address of the proposed nominee, (ii) the
principal occupation or employment of the proposed nominee, (iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by the proposed nominee, and (iv) any other information relating to the
proposed nominee that is required to be disclosed in solicitations for proxies
for election of directors pursuant to Rule 14a under the Securities Exchange Act
of 1934, as amended; and (b) as to the shareholder giving the notice of nominees
for election at the annual meeting, (i) the name and record address of the
shareholder, and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder. The Corporation may




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require any proposed nominee for election at an annual or special meeting of
shareholders to furnish such other information as may reasonably be required by
the Corporation to determine the eligibility of such proposed nominee to serve
as a director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the requirements of this paragraph C, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

                                   ARTICLE VII

         The Corporation shall indemnify and may advance expenses to its
officers and directors to the fullest extent permitted by Florida law in
existence either now or hereafter.

                                  ARTICLE VIII

         A. CALL OF SPECIAL SHAREHOLDERS MEETING. Except as otherwise required
by law, the Corporation shall not be required to hold a special meeting of
shareholders of the Corporation unless (in addition to any other requirements of
law) (i) the Chairman; (ii) the holders of not less than fifty (50) percent of
all the votes entitled to be cast 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; or (iii) the meeting is called by the Board pursuant
to a resolution approved by a majority of the entire Board. Only business within
the purpose or purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act may be conducted at a
special shareholders' meeting.

         B. ADVANCE NOTICE OF SHAREHOLDER-PROPOSED BUSINESS FOR ANNUAL MEETING.
At an annual meeting of the shareholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, 8 or (c) otherwise properly brought before the meeting by a shareholder.
In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than One Hundred
Twenty (120) days nor more than One Hundred Eighty (180) days prior to the first
anniversary of the date of the Company's notice of annual meeting provided with
respect to the previous year's annual meeting; provided, however, that if no
annual meeting was held in the previous year or the date of the annual meeting
has been changed to be more than thirty (30) calendar days earlier than the date
contemplated by the previous year's proxy statement or sixty (60) calendar days
later than such date, such notice by the shareholder to be timely must be so
received (i) not more than sixty (60) days prior to the annual meeting, or (ii)
not later than the close of business on the tenth (10th) day following the date
on which notice of the date of the annual meeting is given to shareholders or
made public, whichever first occurs. Such shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the



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annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of the shareholder proposing
such business, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business. The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
requirements of this paragraph B, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

         C. AMENDMENTS. Notwithstanding anything contained in these Amended and
Restated Articles of Incorporation to the contrary, Articles II, VI and VIII
shall not be altered, amended or repealed except by an affirmative vote of at
least two-thirds of the outstanding shares of all capital stock entitled to vote
for the election of directors.

         IN WITNESS WHEREOF, the undersigned, being the Incorporator named
above, for the purpose of forming a corporation pursuant to the laws of the
State of Florida, has executed these Articles of Incorporation this 4th day of
February, 2000.

                                             /s/ KEVIN H. SUTTON
                                             ----------------------------
                                             Kevin H. Sutton, Incorporator



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                  ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT

         The undersigned, having been named the Registered Agent of Envision
Development Corporation, a Florida corporation, hereby accepts such designation
and is familiar with, and accepts, the obligations of such position, as provided
in Florida Statutes Section 607.0505.

                                             /s/ KEVIN H. SUTTON
                                             ----------------------------
                                             Kevin H. Sutton

                                             Date: February 4, 2000



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