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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                         SUMMIT BROKERAGE SERVICES, INC.


         Richard Parker, being the Chairman of the Board and Chief Executive
Officer of SUMMIT BROKERAGE SERVICES, INC., a Florida corporation (the
"Corporation"), hereby certifies that:

         1.       The name of the Corporation is SUMMIT BROKERAGE SERVICES, INC.
The Corporation was incorporated on September 3, 1993.

         2.       The Articles of Incorporation of the Corporation were duly
amended on August 20, 1997, December 14, 1999 and October 16, 2000.

         3.       These Amended and Restated Articles of Incorporation restate
and integrate and further amend the provisions of the Corporation's Articles of
Incorporation, as amended.

         4.       The terms and provisions of these Amended and Restated
Articles of Incorporation were adopted by the directors of the Corporation
pursuant to a written action without a meeting of directors executed as of May
24, 2001. Shareholder approval was not required pursuant to Section 607.0602 of
the Florida Business Corporation Act.

         5.       Pursuant to Section 607.1007 and Section 607.0602, of the
Florida Business Corporation Act, the text of the Articles of Incorporation of
the Corporation, as amended, is hereby amended and restated to read in its
entirety as follows:

                                "ARTICLE I - NAME

         The name of the corporation is SUMMIT BROKERAGE SERVICES, INC.
(hereinafter called the "Corporation" or "Summit").

                              ARTICLE II - PURPOSE

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Florida Business
Corporation Act.

                         ARTICLE III - PRINCIPAL OFFICE

         The principal place of business and mailing address of the Corporation
is 25 Fifth Avenue, Indialantic, Florida 32903.
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                    ARTICLE IV - REGISTERED OFFICE AND AGENT

         The address of the registered office of the Corporation in the State of
Florida is 25 Fifth Avenue, Indialantic, Florida 32903. The name of its
registered agent at that address is Richard Parker.

                            ARTICLE V - CAPITAL STOCK

         A.       Authorized Capital Stock.

         (1)      The maximum aggregate number of shares of common stock, par
value of $.0001 per share (the "Common Stock"), that this Corporation shall have
authority to issue is 10,000,000 shares.

         (2)      The maximum aggregate number of shares of preferred stock, par
value $.0001 per share (the "Preferred Stock"), that this Corporation shall have
authority to issue is 5,000,000 shares.

         (3)      No fractional shares shall be issued.

         (4)      No shareholder of any stock of the Corporation shall have
preemptive rights.

         B.       Preferred Stock.

         (1)      Authority is hereby vested in the Board of Directors of the
Corporation to provide from time to time for the issuance of Preferred Stock in
one or more series and, in connection therewith, to fix by resolution providing
for the issue of such series the number of shares to be included and such of the
designations, powers, preferences and relative participating, optional or other
special rights and the qualifications, limitations and restrictions of such
series, including, without limitation, voting rights or limitations, rights of
redemption or conversion into Common Stock, to the fullest extent now or
hereafter permitted by the Florida Business Corporation Act.

         (2)      Shares of any series of Preferred Stock that shall be issued
and thereafter acquired by the Corporation through purchase, redemption (whether
through the operation of a sinking fund or otherwise), conversion, exchange or
otherwise shall, upon appropriate filing and recording to the extent required by
law, have the status of authorized and unissued shares of Preferred Stock and
may be reissued as part of such series or as part of any other series of
Preferred Stock. Unless otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issuance thereof, the number of
authorized shares of stock of any series of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by
resolution or resolutions of the Board of Directors and appropriate filing and
recording to the extent required by law. In case the number of shares of any
such series of Preferred Stock shall be decreased, the shares representing such
decrease shall, unless otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issuance thereof, resume the status of
authorized but unissued shares of Preferred Stock, undesignated as to series.


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         C.       Provisions Relating to the Common Stock.

         (1)      Dividends, Liquidating Distributions and Voting. The Common
Stock shall be subject to the express terms of the Preferred Stock, if any, and
any class or series thereof. Subject to the preferential dividend rights
applicable to shares of any series of Preferred Stock, the holders of shares of
Common Stock shall be entitled to receive when, as and if declared by the Board,
out of funds legally available therefor, dividends and other distributions
payable in cash, property, stock (including shares of any class or series of the
Corporation, whether or not shares of such class or series are already
outstanding) or otherwise. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, 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 holders of shares of the Common Stock shall be entitled
to receive all of the remaining assets of the Corporation available for
distribution to its shareholders, ratably in proportion to the number of shares
of the Common Stock held by them. Each share of Common Stock shall have one (1)
vote on all matters that are submitted to shareholders for vote.

         (2)      Mergers and Consolidations. In the event of a merger,
consolidation or combination of the Corporation with another entity (whether or
not the Corporation is the surviving entity), the holders of Common Stock shall
be entitled to receive their respective pro rata share of the consideration
received in respect of that transaction.

         (3)      Sales and Repurchases. The Board shall have the power to cause
the Corporation to issue and sell shares of Common Stock to such individuals,
partnerships, joint ventures, limited liability companies, associations,
corporations, trusts or other legal entities (collectively, "persons") and for
such consideration as the Board shall from time to time in its discretion
determine, and as otherwise permitted by law. The Board shall have the power to
cause the Corporation to purchase, out of funds legally available therefor,
shares of Common Stock from such persons and for such consideration as the Board
shall from time to time in its discretion determine, and as otherwise permitted
by law.

         D.       Series A Convertible Preferred Stock.

                  Of the 5,000,000 shares of Preferred Stock authorized for
issuance, 5,000,000 shares are hereby designated as Series A Convertible
Preferred Stock (the "Series A Preferred Stock"). The powers, designations,
preferences and relative, participating, optional or other special rights of the
Series A Preferred Stock authorized hereunder, and the qualifications,
limitations and restrictions of such preferences and rights, are as follows:

         (1)      Dividends.

                  (a)      The holders of Series A Preferred Stock shall be
entitled to receive, out of funds legally available for that purpose, cash
dividends at the rate of $0.12 per annum, and no more, subject to subsection
1(f) below. Such dividends shall accrue and be cumulative from the Issue Date
(as defined in Section 8). Dividends shall be payable in arrears, when and as
declared by the Board of Directors, on March 31, June 30, September 30 and
December 31 of each year (each such date being herein referred to as a "DIVIDEND
PAYMENT DATE"); provided, however,


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the first dividend payment date shall not occur before the last calendar day of
the first full fiscal quarter following the Issue Date. The quarterly period
between consecutive Dividend Payment Dates shall hereinafter be referred to as a
"DIVIDEND PERIOD." Each such dividend shall be paid to the holders of record of
the Series A Preferred Stock as their names appear on the share register of the
Corporation on the corresponding Record Date. As used above, the term "RECORD
DATE" means, with respect to the dividend payable on March 31, June 30,
September 30 and December 31, respectively, of each year, the preceding March
15, June 15, September 15 and December 15, or such other record date designated
by the Board of Directors of the Corporation with respect to the dividend
payable on such respective Dividend Payment Date. Dividends on account of
arrears for any past Dividend Periods may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
date, not exceeding 50 days preceding the payment date thereof, as may be fixed
by the Board of Directors.

                  (b)      In the event that full cash dividends are not paid or
made available to the holders of all outstanding shares of Series A Preferred
Stock, and of any Parity Stock (as defined in Section 8), and funds available
shall be insufficient to permit payment in full in cash to all such holders of
the preferential amounts to which they are then entitled, the entire amount
available for payment of cash dividends shall be distributed among the holders
of the Series A Preferred Stock and of any Parity Stock ratably in proportion to
the full amount to which they would otherwise be respectively entitled, and any
remainder not paid in cash to the holders of the Series A Preferred Stock shall
cumulate as provided in subsection 1(c) below.

                  (c)      If, on any Dividend Payment Date, the holders of the
Series A Preferred Stock shall not have received the full dividends provided for
in the other provisions of this Section 1, then such dividends shall cumulate,
whether or not earned or declared and whether or not there shall be net profits
or net assets of the Corporation legally available for payment of such
dividends, with additional dividends thereon for each succeeding full Dividend
Period during which such dividends shall remain unpaid. Unpaid dividends for any
period less than a full Dividend Period shall cumulate on a day-to-day basis and
shall be computed on the basis of a 360 day year.

                  (d)      So long as any shares of Series A Preferred Stock
shall be outstanding, the Corporation shall not declare or pay on any Junior
Stock any dividend whatsoever, whether in cash, property or otherwise (other
than dividends payable in shares of the class or series upon which such
dividends are declared or paid, or payable in shares of Common Stock with
respect to Junior Stock, together with cash in lieu of fractional shares), nor
shall the Corporation make any distribution on any Junior Stock, nor shall any
Junior Stock be purchased or redeemed by the Corporation or any Subsidiary, nor
shall any monies be paid or made available for a sinking fund for the purchase
or redemption of any Junior Stock, unless all dividends to which the holders of
Series A Preferred Stock shall have been entitled for all previous Dividend
Periods shall have been paid or declared and a sum of money sufficient for the
payment thereof set apart.

                  (e)      Dividends on the Series A Preferred Stock will be
paid in cash: (i) upon a sale of all or substantially all of the capital stock
or assets of the Corporation; (ii) upon a redemption of Series A Preferred
Stock, but only as to Series A Preferred Stock redeemed; or (iii) upon a
dissolution, liquidation or other winding up of the affairs of the Corporation
(each a "DIVIDEND ACCRUAL EVENT"). In the event of a Dividend Accrual Event,
such dividends shall be


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cumulative (whether or not earned or declared and whether or not there shall be
net profits or net assets of the Corporation legally available for payment of
such dividends) from the date of original issuance until the time of the
Dividend Accrual Event and thereafter, no further dividends will accumulate
thereon or be due.

                  (f)      Upon holder's voluntary conversion of Series A
Preferred Stock, all Accrued Dividends (as defined in Section 8) outstanding as
of the Series A Conversion Date (as defined in Section 4), with respect to the
Series A Preferred Stock being converted, shall be paid to such holder in either
(i) cash or (ii) shares of the Corporation's Common Stock (as defined in Section
8), or any combination thereof, at the sole discretion of the Corporation. In
the event the Corporation pays the Accrued Dividends in Common Stock, the number
of shares of Common Stock to be issued in respect of the Accrued Dividends shall
be determined by dividing (I) a numerator which shall be the sum of all Accrued
Dividends in respect of the Series A Preferred Stock being converted, by (II) a
denominator which shall be the per share price that is the lower of (x) the
Closing Sale Price (as defined in Section 8) and (y) the average Closing Sale
Price for the 20 trading days immediately preceding the Series A Conversion
Date; provided, however, in no event shall the denominator be less than the
Subscription Price (as defined in Section 8).

                  (g)      All dividends declared upon the Series A Preferred
Stock shall be declared pro rata per share based on the Subscription Price of
the Series A Preferred Stock, but shall be paid pro rata based on the Accrued
Dividends declared with respect thereto. The aggregate of all payments due under
this Section 1 to any holder of shares of Series A Preferred Stock shall be made
to such holder to the nearest dollar.

         (2)      Distribution on Liquidation, Dissolution or Winding Up.

                  In the event of any voluntary or involuntary liquidation,
dissolution or other winding up of the affairs of the Corporation, before any
distribution or payment shall be made to the holders of Junior Stock, the
holders of the Series A Preferred Stock shall be entitled to be paid the
Subscription Price of all outstanding shares of Series A Preferred Stock as of
the date of such liquidation or dissolution or such other winding up, plus any
Accrued Dividends thereon to such date, and no more, in cash or in property
taken at its fair value as determined by the Board of Directors, or both, at the
election of the Board of Directors. If such payment shall have been made in full
to the holders of the Series A Preferred Stock, and if payment shall have been
made in full to the holders of any Parity Stock of all amounts to which such
holders shall be entitled, the remaining assets and funds of the Corporation
shall be distributed among the holders of Junior Stock, according to their
respective shares and priorities. If, upon any such liquidation, dissolution or
other winding up of the affairs of the Corporation, the net assets of the
Corporation distributable among the holders of all outstanding shares of the
Series A Preferred Stock and of any Parity Stock shall be insufficient to permit
the payment in full to such holders of the preferential amounts to which they
are entitled, then the entire net assets of the Corporation remaining shall be
distributed among the holders of the Series A Preferred Stock and of any Parity
Stock ratably in proportion to the full amounts to which they would otherwise be
respectively entitled. Neither the consolidation or merger of the Corporation
into or with another corporation or corporations, nor the lease or sale of all
or substantially all of the assets or capital stock of the Corporation to
another corporation or corporations shall be deemed a liquidation, dissolution
or winding up of the affairs of the Corporation within the meaning of this
Section 2.


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         (3)      Voting. Except as otherwise required by law or as set forth
herein, the shares of Series A Preferred Stock shall be non-voting.

         (4)      Conversion Rights.

                  (a)      Voluntary Conversion. Subject to the terms of this
Section 4, at any time after the date hereof, a holder of Series A Preferred
Stock shall have the right to convert any or all of such holder's shares of
Series A Preferred Stock into fully paid and non-assessable shares of Common
Stock as follows (the "CONVERSION RATE"): The number of shares of Common Stock
to be issued in respect of a conversion of shares of Series A Preferred Stock
shall be determined by dividing (i) a numerator which shall be an amount equal
to the number of shares of Series A Preferred Stock being converted multiplied
by 115% of the Subscription Price, by (ii) a denominator which shall be the per
share price that is the lower of (x) the Closing Sale Price (as defined in
Section 8) and (y) the average Closing Sale Price for the 20 trading days
immediately preceding the Series A Conversion Date; provided, however, in no
event shall the denominator be less than the Subscription Price.

                  (b)      Automatic Conversion. Each share of Series A
Preferred Stock shall automatically be converted without any further act of the
Corporation, the holders of the Series A Preferred Stock or the Corporation's
other shareholders into fully paid and non-assessable shares of Common Stock, at
the Conversion Rate, upon a sale of all or substantially all of the capital
stock or assets of the Corporation (sometimes referred to as an "AUTOMATIC
CONVERSION EVENT"). In the event of an Automatic Conversion Event, the person(s)
entitled to receive the Common Stock issuable upon such conversion of Series A
Preferred Stock shall not be deemed to have converted such Series A Preferred
Stock until immediately prior to the closing of such Automatic Conversion Event,
at which time the Series A Preferred Stock shall be converted automatically
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent; provided, however, that the Corporation shall not be obligated
to issue certificates evidencing the shares of Common Stock issuable upon such
conversion unless certificates evidencing such shares of Series A Preferred
Stock being converted are either delivered to the Corporation or its transfer
agent, as hereinafter provided, or the holder notifies the Corporation or any
transfer agent, as hereinafter provided, that such certificates have been lost,
stolen or destroyed and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection therewith.

                  (c)      Prior to the occurrence of an Automatic Conversion
Event, the holder of any shares of Series A Preferred Stock may exercise the
conversion rights by delivering to the Corporation during regular business hours
at the principal office of the Corporation or at such other place as may be
designated by the Corporation, the certificate or certificates for the shares to
be converted, duly endorsed for transfer to the Corporation (if required by it),
accompanied or preceded by written notice stating that the holder elects to
convert such shares into shares of Common Stock. Conversion shall be deemed to
have been effected on the date when such delivery is made (the "SERIES A
CONVERSION DATE"). As promptly as practicable thereafter, the Corporation shall
issue and deliver to or, upon the written order of such holder, at the office of
the Corporation, a certificate or certificates for the number of full shares of
Common Stock to which such holder is entitled. The holder shall be deemed to
have become a shareholder of


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record of Common Stock on the applicable Series A Conversion Date unless the
transfer books of the Corporation are closed on the date, in which event it
shall be deemed to have become a shareholder of record on the next succeeding
date on which the transfer books are open, but the Conversion Rate shall be that
in effect on the Series A Conversion Date. Upon conversion of only a portion of
the number of shares of Series A Preferred Stock represented by a certificate
surrendered for conversion, the Corporation shall issue and deliver to or upon
the written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate covering the
number of shares of Series A Preferred Stock representing the unconverted
portion of the certificate so surrendered.

                  (d)      The Corporation shall pay any and all issue taxes and
other taxes (except estate, income or capital gain taxes) that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
Series A Preferred Stock pursuant hereto. The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the Series A Preferred Stock so converted were registered, and no such
issue or delivery shall be made unless and until the person requesting such
issue has paid to the Corporation the amount of any such tax, or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

                  (e)      The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series A Preferred Stock (and any
Accrued Dividends, if applicable), the full number of shares of Common Stock
deliverable upon the conversion of all Series A Preferred Stock (and any Accrued
Dividends, if applicable) from time to time outstanding. The Corporation shall
from time to time (subject to obtaining necessary board and shareholder
approval), in accordance with the laws of the State of Florida, increase the
authorized amount of its Common Stock if at any time the authorized number of
shares of its Common Stock remaining unissued shall not be sufficient to permit
the conversion of all of the shares of Series A Preferred Stock at the time
outstanding (and any Accrued Dividends, if applicable).

                  (f)      If any shares of Common Stock to be reserved for the
purpose of conversion of shares of Series A Preferred Stock (and Accrued
Dividends, if applicable) require registration or listing with, or approval of,
any governmental authority, stock exchange or other regulatory body under any
federal or state law or regulation or otherwise, before such shares may be
validly issued or delivered upon conversion, the Corporation will in good faith
and as expeditiously as possible endeavor to secure such registration, listing
or approval, as the case may be.

                  (g)      All shares of Common Stock which may be issued upon
conversion of the shares of Series A Preferred Stock (and Accrued Dividends, if
applicable) will upon issuance by the Corporation be validly issued, fully paid
and non-assessable.

                  (h)      The holder of any shares of Series A Preferred Stock
that are converted into shares of Common Stock voluntarily pursuant to
subsection 4(a) above, shall be entitled to payment of Accrued Dividends, if
any, payable with respect to such shares of Series A Preferred Stock up to and
including the Series A Conversion Date, which payment of Accrued Dividends


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may be made, as further described in subsection 1(f) above, at the option of the
Corporation in cash or in Common Stock. In the event the Corporation pays the
Accrued Dividends in Common Stock, the number of shares of Common Stock to be
issued in respect of the Accrued Dividends shall be determined in accordance
with the formula set forth in subsection 1(f) above.

                  (i)      The Corporation will at no time close its transfer
books against the transfer of the Series A Preferred Stock or of any shares of
Common Stock issued or issuable upon the conversion of any shares of the Series
A Preferred Stock in any manner which interferes with the timely conversion of
the Series A Preferred Stock, except as may otherwise be required to comply with
applicable securities laws.

                  (j)      No fractional shares of Common Stock or scrip shall
be issued upon conversion of shares of Series A Preferred Stock. If more than
one share of Series A Preferred Stock shall be surrendered for conversion at any
one time by the same holder, the number of full shares of Common Stock issuable
upon conversion thereof shall be computed on the basis of the aggregate number
of shares of Series A Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of
shares of Series A Preferred Stock, the Corporation shall pay a cash adjustment
in respect of such fractional interest in an amount equal to such fractional
interest multiplied by the per share price equal to the lower of (x) the Closing
Sale Price on the Series A Conversion Date and (y) the average Closing Sale
Price for the 20 trading days immediately preceding the Series A Conversion
Date; provided, however, in no event shall the per share price be less than the
Subscription Price for purposes of this calculation. Fractional interests shall
not be entitled to dividends, and the holders of fractional interests shall not
be entitled to any rights as shareholders of the Corporation in respect of such
fractional interest.

                  (k)      Subject to the provisions of Section 3 and this
Section 4, the existence of the Series A Preferred Stock shall not affect in any
way the right or power of the Corporation to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Corporation's capital structure or its business, or any merger or consolidation
of the Corporation or to issue any securities, bonds, debentures, or preferred
stock, or to effect the dissolution or liquidation of the Corporation, or any
sale or transfer of all or part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

                  (l)      The Corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
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, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 4 and in the taking of all such action as may
be necessary or appropriate in order to protect the conversion rights of the
holders of the Series A Preferred Stock against impairment.

         (5)      Status of Reacquired Shares. Shares of Series A Preferred
Stock which have been issued and reacquired in any manner shall, upon compliance
with any applicable provisions of the laws of the State of Florida, have the
status of authorized and unissued shares of preferred stock issuable in series
undesignated as to series and may be re-designated and reissued.


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         (6)      Optional Redemption by Corporation.

                  (a)      At any time after August 1, 2002, the Corporation
may, at its sole option and election, unless otherwise prevented by law, redeem
for cash from the holders thereof all, or in part, from time to time (subject to
the last sentence of subsection 6(b) below) of the Series A Preferred Stock at
the Series A Liquidation Price, together with any Accrued Dividends (for
purposes of this Section 6, the "REDEMPTION PRICE"), to and including the date
of redemption (the "REDEMPTION DATE"). The Corporation may reduce the number of
shares of Series A Preferred Stock to be redeemed on each such date by
subtracting any shares which the Corporation has purchased (including, without
limitation, shares redeemed pursuant to this subsection 6(a)) or shares
converted into Common Stock pursuant to Section 4 above which have not
previously been so subtracted.

                  (b)      If less than all of the outstanding shares of Series
A Preferred Stock are to be redeemed, such shares shall be redeemed pro rata or
by lot as determined by the Board of Directors in its sole discretion. The
Corporation shall not redeem less than all of the outstanding shares of Series A
Preferred Stock pursuant to subsection 6(a) above at any time unless all
cumulative dividends on the Series A Preferred Stock for all previous quarterly
Dividend Periods have been paid or declared and funds therefor set apart for
payment.

                  (c)      At least thirty (30) days prior to each Redemption
Date, the Corporation shall provide notice (the "REDEMPTION NOTICE") by delivery
in person, first class mail, telecopier or telex, to each holder of record (at
the close of business on the business day next preceding the day on which the
Redemption Notice is given) of shares of Series A Preferred Stock notifying such
holder of the redemption and specifying the Redemption Date, the number of
shares of Series A Preferred Stock to be redeemed from such holder (computed on
a pro rata basis in accordance with the number of such shares held by all
holders thereof) and the place where said redemption price shall be payable. The
Redemption Notice shall be addressed to each holder at his address as shown by
the records of the Corporation. From and after the close of business on a
Redemption Date, unless there shall have been a default in the payment of the
Redemption Price, all rights of holders of shares of Series A Preferred Stock
(except the right to receive the Redemption Price) shall cease with respect to
the shares to be redeemed on such Redemption Date, and such shares shall not
thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever. If the funds of the Corporation legally
available for redemption of shares of Series A Preferred Stock on a Redemption
Date are insufficient to redeem the total number of shares of Series A Preferred
to be redeemed on such Redemption Date, the holders of such shares shall share
ratably in any funds legally available for redemption of such shares according
to the respective amounts which would be payable to them if the full number of
shares to be redeemed on such Redemption Date were actually redeemed. The shares
of Series A Preferred Stock required to be redeemed but not so redeemed shall
remain outstanding, and entitled to all rights and preferences provided herein.
At any time thereafter when additional funds of the Corporation are legally
available for the redemption of such shares of Series A Preferred Stock, such
funds will be used, at the end of the next succeeding fiscal quarter, to redeem
the balance of such shares, or such portion thereof for which funds are then
legally available, on the basis set forth above.


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         (7)      Ranking. So long as Series A Preferred Stock remains
outstanding, the Corporation shall not issue Senior Stock (as defined in Section
8).

         (8)      Definitions. In addition to any other terms defined herein,
for purposes of these Articles of Incorporation, the following terms shall have
the meanings indicated:

                  "Accrued Dividends" with respect to any share of Series A
Preferred Stock shall mean (whether or not there shall have been net profits or
net assets of the Corporation legally available for the payment of such
dividends) that amount which shall be equal to dividends at the full rate fixed
for the Series A Preferred Stock as provided herein for the period of time
elapsed from the date of issuance of such share to the date as of which Accrued
Dividends are to be computed, less any payments made in respect of such
dividends.

                  "Closing Sale Price" shall mean the closing sale price of a
share of Common Stock as reported or quoted by the NASD OTC Electronic Bulletin
Board, national exchange or NASDAQ, as applicable, or, if the Common Stock is
not so reported or quoted, the "Closing Sale Price" shall mean the Subscription
Price.

                  "Common Stock" shall mean all shares now or hereafter
authorized of any class of common stock of the Corporation and any other stock
of the Corporation, howsoever designated, authorized after the date of issuance
of the Series A Preferred Stock, which has the right (subject always to prior
rights of any class or series of preferred stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

                  "Cumulative" shall mean that if at any time Accrued Dividends
upon the Series A Preferred Stock shall not have been paid or declared and a sum
sufficient for payment thereof set apart (in cash or in stock), no dividend
shall be declared or paid or any other distribution ordered or made upon any
Junior Stock (other than a dividend payable in such Junior Stock) or any sum or
sums set aside for or applied to the purchase or redemption of any shares of any
Junior Stock.

                  "Issue Date" shall mean the date that shares of Series A
Preferred Stock are first issued by the Corporation.

                  "Junior Stock" shall mean, for purposes of Section 1 hereof,
the Common Stock and any other class or series of stock of the Corporation
issued after the date of the issuance of the Series A Preferred Stock not
entitled to receive any dividends unless all dividends required to have been
paid or declared and set apart for payment on the Series A Preferred Stock shall
have been so paid or declared and set apart for payment and, for purposes of
Section 2 hereof, any class or series of stock of the Corporation issued after
the date of the issuance of the Series A Preferred Stock not entitled to receive
any assets upon the liquidation, dissolution or winding up of the affairs of the
Corporation until the Series A Preferred Stock shall have received the entire
amount to which such stock is entitled upon such liquidation, dissolution or
winding up.

                  "Parity Stock" shall mean, for purposes of Section 1 hereof,
any other class or series of stock of the Corporation issued after the Issue
Date entitled to receive payment of dividends on a parity with the Preferred
Stock and, for purposes of Section 2 hereof, any other class or series of stock
of the Corporation issued after the Issue Date entitled to receive assets


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upon the liquidation, dissolution or winding up of the affairs of the
Corporation on a parity with the Series A Preferred Stock.

                  "Person" shall mean any individual, firm, corporation,
partnership or other entity, and shall include any successor (by merger or
otherwise) of such entity.

                  "Senior Stock" shall mean, for purposes of Section 1, any
class or series of stock of the Corporation issued after the Issue Date ranking
senior to the Series A Preferred Stock in respect of the right to receive
dividends, and, for purposes of Section 2, any class or series of stock of the
Corporation issued after the Issue Date ranking senior to the Series A Preferred
Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

                  "Subscription Price" shall mean $1.00 per share.

         (9)      Severability of Provisions. If any right, preference or
limitation of the Series A Preferred Stock set forth in these Amended and
Restated Articles of Incorporation of the Corporation is invalid, unlawful or
incapable of being enforced by reason of any rule of law or public policy, all
other rights, preferences and limitations set forth in this resolution (as so
amended) which can be given effect without 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 such right, preference or limitation
unless so expressed herein.

                               ARTICLE VI - BYLAWS

         The Bylaws of the Corporation may be altered, amended or repealed or
new Bylaws may be adopted at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of a majority of the directors
present at such meeting.

                          ARTICLE VII - INDEMNIFICATION

         The Corporation shall, to the fullest extent permitted by the laws of
Florida, including, but not limited to, Section 607.0850 of the Florida Business
Corporation Act, as the same may be amended and supplemented from time to time,
indemnify any and all directors and officers of the Corporation and may, in the
discretion of the Board of Directors of the Corporation, indemnify any and all
other persons whom it shall have power to indemnify under said Section or
otherwise under Florida law, from and against any and all of the liabilities,
expenses or other matters referred to or covered by said Section. The
indemnification provisions contained in the Florida Business Corporation Act
shall not be deemed exclusive of any other rights of which those indemnified may
be entitled under any bylaw, agreement, resolution of shareholders or
disinterested directors, or otherwise. No provision of these Amended and
Restated Articles of Incorporation is intended by the Corporation to be
construed as limiting, prohibiting, denying or abrogating any of the general or
specific powers or rights conferred under the Florida Business Corporation Act
upon the Corporation, upon its shareholders, bondholders and security holders,
or upon its directors, officers and other corporate personnel, including, in
particular, the power of the Corporation to furnish indemnification to
directors, officers, employees and agents (and their


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heirs, executors and administrators) in the capacities defined and prescribed by
the Florida Business Corporation Act and the defined and prescribed rights of
said persons to indemnification as the same are conferred under the Florida
Business Corporation Act.

                            ARTICLE VIII - AMENDMENT

         This Corporation reserves the right to amend or repeal any provisions
contained in these Amended and Restated Articles of Incorporation, or any
amendment hereto, and any right conferred upon the shareholders is subject to
this reservation.

         IN WITNESS WHEREOF, the undersigned has made and subscribed these
Amended and Restated Articles of Incorporation as of the 15th day of June, 2001.

                               SUMMIT BROKERAGE SERVICES, INC.



                               By: /s/ Richard Parker
                                   --------------------------------------------
                                       Richard Parker
                                       Chairman of the Board and Chief
                                       Executive Officer


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