EXHIBIT 3(i)(1)
                                   CERTIFICATE
                                       OF
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              DIGITAL BRIDGE, INC.


     We,  the undersigned, being the duly Executive Vice President and Secretary
of  Digital  Bridge,  Inc.("Corporation"),  for  the  purpose  of  restating the
Articles of Incorporation, as amended of the Corporation, do make and file these
Restated  Articles  of  Incorporation,  hereby declaring and certifying that the
facts  (including  the  fact  that  this  certificate sets forth the articles as
amended  to  the  date  of  this  certificate  and  does  not alter or amend the
articles,  as  amended,  in  any  manner)  herein  stated  are  true:

                                    ARTICLE I
                                      NAME
                                      ----

     Section  1.01.  Name.  The  name of the Corporation is Digital Bridge, Inc.
                     ----

                                   ARTICLE II
                      RESIDENT AGENT AND REGISTERED OFFICE
                      ------------------------------------

     Section  2.01.  Resident  Agent. The name and address of the Resident Agent
                     ---------------
for  service  of  process  is The Corporation Trust Company of Nevada, 6100 Neil
Road,  Suite  500,  Reno,  Nevada  89511.
     Section  2.02.  Registered  Office. The address of its Registered Office is
                     ------------------
6100  Neil  Road,  Suite  500,  Reno,  Nevada  89511
     Section 2.03.  Other Offices. The Corporation may also maintain offices for
                    -------------
the transaction of any business at such other places within or without the State
of  Nevada  as  it  may from time to time determine. Corporate business of every
kind  and  nature  may  be conducted, and meetings of directors and stockholders
held  outside  the  State  of  Nevada with the same effect as if in the State of
Nevada.

                                   ARTICLE III
                                     PURPOSE
                                     -------

     Section  3.01.  Purpose.  The  Corporation  is organized for the purpose of
                     -------
engaging  in  any  lawful  activity,  within  or  without  the  State of Nevada.

                                   ARTICLE IV
                                 SHARES OF STOCK
                                 ---------------

     Section  4.01.  Number  and Class. The total number of shares of authorized
                     -----------------
capital  stock  of the Corporation shall consist of two classes: Common Stock in
the  amount  of  Fifty Million (50,000,000) shares, having a par value of $0.001
per share; and Preferred Stock in the amount of Five Million (5,000,000) shares,
having  a  par  value  of  $0.001  per  share.

     The  Common  and  Preferred  Stock  may be issued from time to time without
action  by  stockholders.  The Common and Preferred Stock may be issued for such
consideration  as  may  be  fixed  from  time to time by the Board of Directors.

     The  Board of Directors may issue such shares of Common and Preferred Stock
in  one  or  more series, with such voting powers, designations, preferences and
rights or qualifications, limitations or restrictions thereof as shall be stated
in  the  resolution  or  resolutions  adopted  by  them.

     Section  4.02.  No  Preemptive  Rights.  Holders of the Common Stock of the
                     ----------------------
Corporation  shall  not  have  any  preference,  preemptive  right,  or right of
subscription  to  acquire  any  shares  of the Corporation authorized, issued or
sold,  or  to  be authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other than to the extent,
if  any,  the  Board  of  Directors  may  determine  form  time  to  time.

     Section  4.03.  Non-Assessability  of  Shares.  The  Common  Stock  of  the
                     -----------------------------
Corporation, after the amount of the subscription price has been paid, in money,
property  or services, as the directors shall determine, shall not be subject to
assessment  to  pay the debts of the Corporation, nor for any other purpose, and
no  stock  issued  as  fully  paid shall ever be assessable or assessed, and the
Articles  of  Incorporation  shall  not  be  amended  in  this  particular.

                                    ARTICLE V
                                    DIRECTORS
                                    ---------

     Section  5.01.  Governing  Board. The members of the Governing Board of the
                     ----------------
Corporation  shall  be  styled  as  directors.


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     Section 5.02. Board of Directors. The Board of Directors of the Corporation
                   ------------------
on  the  date  of  this  certificate  consists of three (3) members. The By-laws
require a minimum of one(1) director and a maximum of fifteen(15) directors. The
names  and  addresses  of  this  Board  of  Directors  are  as  follows:

        Name                       Address
        ----                       -------

Aaron  C.  Lang                    1860 El Camino  Real, Suite 100
                                   Burlingame, California  94010

John  C.  Flanders,  Jr.           21436 N. 20th, #4
                                   Phoenix, Arizona 85027


Kenneth  A.  Paganini              190  Hubbell Street
                                   San Francisco, California 94107

These  individuals shall serve as directors until the next annual meeting of the
stockholders  or  until  their successors shall been duly elected and qualified.

     Section.  5.03.  Change in Number of Directors. The number of directors may
                      -----------------------------
be  increased  or  decreased  by  a  duly adopted amendment to the Bylaws of the
Corporation.

                                   ARTICLE VI
                               PERIOD OF DURATION
                               ------------------

     Section  6.01.  Duration. The Corporation shall have a perpetual existence.
                     --------

                                   ARTICLE VII
                       DIRECTORS' AND OFFICERS' LIABILITY
                       ----------------------------------

     Section  7.01. Directors' and Officers' Liability. A director or officer of
                    ----------------------------------
the  Corporation  shall  not  be  personally  liable  to this Corporation or its
stockholders  for damages for breach of fiduciary duty as a director or officer,
but  this  Article  shall  not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a  knowing  violation  of law or (ii) the unlawful payment of distributions. Any
repeal  or  modification  of this Article by the stockholders of the Corporation
shall  be prospective only, and shall not adversely affect any limitation on the
personal  liability  of  a  director  or  officer of the Corporation for acts or
omissions  prior  to  such  repeal  or  modification.

                                  ARTICLE VIII
                                    INDEMNITY
                                    ---------

     Section  8.01.  Indemnity.  Every  person  who  was or is a party to, or is
                   -----------
threatened  to  be  made  a  party  to,  or  is  involved in any action, suit or
proceeding,  whether civil, criminal, administrative or investigative, by reason
of  the  fact that he, or a person of whom he is the legal representative, is or
was  a  director  or  officer  of  the  Corporation, or is or was serving at the
request  of  the Corporation as a director or officer of another Corporation, or
as  its  representative  in  a  partnership,  joint  venture,  trust  or  other
enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible  under the laws of the State of Nevada from time to time against all
expenses,  liability  and  loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonable incurred or suffered by him
in connection therewith. Such right of indemnification shall be a contract right
which  may  be  enforce  in  any  manner desired by such person. The expenses of
officers  and  directors  in  defending  a  civil  or  criminal  action, suit or
proceeding  must  be paid by the Corporation as they are incurred and in advance
of  the  final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is  ultimately  determined  by  a court of competent jurisdiction that he is not
entitled  to  be  indemnified  by the Corporation. Such right of indemnification
shall  not  be  exclusive  of  any other right which such directors, officers or
representatives  may  have  or  hereafter  acquire,  and,  without  limiting the
generality  of such statement, they shall be entitled to their respective rights
of  indemnification under any by-law, agreement, vote of stockholders, provision
of  law,  or  otherwise,  as  well  as  their  rights  under  this  Article.

     Without  limiting  the  application  of  the foregoing, the stockholders or
Board  of  Directors  may  adopt  by-laws  from  time  to  time  with respect to
indemnification,  to  provide at all times the fullest indemnification permitted
by  the  laws  of the State of Nevada, and may cause the Corporation to purchase
and  maintain  insurance  on  behalf  of  any person who is or was a director or
officer  of  the  Corporation,  or  is  or  was  serving  at  the request of the
Corporation  as  a  director  or  officer  of  another  corporation,  or  as its
representative  in  a  partnership,  joint  venture,  trust, or other enterprise
against liability asserted against such person and incurred in any such capacity
or  arising  out  of  such status, whether or not the Corporation would have the
power  to  indemnify  such  person.

     The  indemnification provided in this Article shall continue as to a person
who  has ceased to be a director, officer, employee or agent, and shall inure to
the  benefit  of  the  heirs,  executors  and  administrators  of  such  person.

                                   ARTICLE IX
                                   AMENDMENTS
                                   ----------

     Section  9.01.Amendments. Subject at all times to the express provisions of
                   ----------
Section  4.30,  which  cannot be amended, this Corporation reserves the right to
amend,  alter,  change  or  repeal  any provision contained in these Articles of
Incorporation  or  its  Bylaws,  in  the  manner  now or hereafter prescribed by


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statute  or  by  these  Articles of Incorporation or said Bylaws, and all rights
conferred  upon  the  stockholders  are  granted  subject  to  this reservation.

                                    ARTICLE X
                               POWERS OF DIRECTORS
                               -------------------

     Section 10.01. Powers of Directors. In furtherance and not in limitation of
                   --------------------
the  powers conferred by statute the Board of Directors is expressly authorized:

     (1)     Subject  to  the  Bylaws,  if  any, adopted by the stockholders, to
             make,  alter  or  repeal  the  Bylaws  of  the  Corporation;

     (2)     To  authorize and cause to be executed mortgages and liens, with or
             without limit as to amount, upon the real and personal  property of
             the Corporation;

     (3)     To  authorize  the  guaranty  by  the  Corporation  of  securities,
             evidences  of  indebtedness  and  obligations of other persons,
             corporations and business  entities;

     (4)     To  set  apart out of any of the funds of the Corporation available
             for  distributions  a  reserve or reserves for any proper purpose
             and to abolish any  such  reserve;

     (5)     By  resolution, to designate one or more committees, each committee
             to  consist  of  at  least one director of the Corporation, which,
             to the extent provided  in  the resolution or in the Bylaws of the
             corporation, shall have and may exercise the powers of the Board of
             Directors in the management of the business  and  affairs  of  the
             Corporation,  and may authorize the seal of the Corporation  to be
             affixed to all papers which may require it. Such committee or
             committees  shall  have such name or names as may be stated in the
             Bylaws of the Corporation  or  as may be determined from time to
             time by resolution adopted by the  Board  of  Directors;  and

     (6)     To  authorize the Corporation by its officers or agents to exercise
             all  such  powers and to do all such acts and things as may be
             exercised or done by the Corporation, except and to the extent that
             any such statute shall require action  by  the stockholders of the
             Corporation with regard to the exercising of any  such  power  or
             the  doing  of  any  such  act  or  thing.

In  addition  to the powers and authorities hereinbefore or by statute expressly
conferred  upon them, the Board of Directors may exercise all such powers and do
all  such acts and things as may be exercised or done by the Corporation, except
as  otherwise  provided  herein  and  by  law.

IN  WITNESS  WHEREOF, we have hereunto set our hands this 25th day of September,
2000, hereby declaring and certifying that the facts stated hereinabove are true
and  correct.

DIGITAL  BRIDGE,  INC.

By:  /s/  Seth  R.  Pollack
     ----------------------
       Seth  R.  Pollack,  Executive  Vice  President

By:  /s/  Curtis  L.  Lovil
     ----------------------
      Curtis  L.  Lovil,  Secretary






                                 ACKNOWLEDGMENT

STATE  OF  ARIZONA       )
                         )  ss:
COUNTY  OF  MARICOPA     )

     On  this  the 25th day of September, 2000, personally appeared before me, a
notary  public,  Seth R. Pollack, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument and acknowledged and swore to me that he executed the same in
his authorized capacity and that by his signature on this instrument the person,
or the entity upon behalf of which the person acted, executed this instrument in
the  capacity  and  for  the  purpose  stated
herein.


______________________________________
Notary  Public  in  and  for  said  County  and  State

(Notary  Stamp  or  Seal)

STATE  OF  ARIZONA       )
                         )  ss:
COUNTY  OF  MARICOPA     )


<PAGE>
     On  this  the 25th day of September, 2000, personally appeared before me, a
notary  public,  Curtis L. Lovil, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument and acknowledged and swore to me that he executed the same in
his authorized capacity and that by his signature on this instrument the person,
or the entity upon behalf of which the person acted, executed this instrument in
the  capacity  and  for  the  purpose  stated  herein.


______________________________________
Notary  Public  in  and  for  said  County  and  State

(Notary  Stamp  or  Seal)


<PAGE>