EXHIBIT 3.1


                           THIRD AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                   TUCOWS INC.


     The text of the Second Amended and Restated Articles of Incorporation is
hereby amended and restated to read herein as set forth in full:

     ARTICLE 1. The name of the corporation is Tucows Inc.

     ARTICLE 2. The registered office of the corporation shall be 590 North
Gulph Road, King of Prussia, Pennsylvania 19406.

     ARTICLE 3. A. The aggregate number of shares which the corporation shall
have authority to issue is as follows: 251,250,000 shares, divided into (i)
250,000,000 shares of Common Stock, no par value and (iv) 1,250,000 shares of
preferred stock.

     B. AUTHORITY OF BOARD TO FIX TERMS OF PREFERRED SHARES. The Preferred Stock
authorized by these Second Amended and Restated Articles of Incorporation may be
issued from time to time in one or more series. The Board of Directors of the
corporation shall have the full authority permitted by law to establish one or
more series and the number of shares constituting each such series and to fix by
resolution full, limited, fractional, or no voting rights, and such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights and other special or relative rights of
any series of the Preferred Stock that may be desired, subject to the limitation
that no shares of Preferred Stock may have more than one vote per share with
respect to any matter on which shares of Preferred Stock vote together with the
corporation's Common Stock. Subject to the limitation on the total number of
shares of Preferred Stock which the corporation has authority to issue
hereunder, the Board of Directors is also authorized to increase or decrease the
number of shares of any series, subsequent to the issue of that series, but not
below the number of shares of such series then outstanding. In case the number
of shares of any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

     C. VOTING RIGHTS OF COMMON STOCK. With respect to all matters upon which
shareholders are entitled to vote or to which shareholders are entitled to give
consent, every holder of the outstanding shares of the Common Stock shall be
entitled to cast thereon one (1) vote in person or by proxy for each share of
the Common Stock standing in such holder's name.




     D. CUMULATIVE VOTING. Shareholders of the corporation shall not have the
right to cumulate their votes with respect to the election of directors.

     ARTICLE 4. The purpose or purposes of the corporation are: to have
unlimited power to engage in and do any lawful act concerning any or all lawful
business for which corporations may be incorporated under the Pennsylvania
Business Corporation Law of 1988, as amended, including, without limitation
thereto, the manufacture, purchase and sale of goods, wares and merchandise of
every class and description.

     ARTICLE 5. Subchapters E (Sections 2541 - 2548), G (Sections 2561 - 2568),
H (Sections 2571 - 2576) and Section 2538 of Subchapter D, all of Chapter 25 of
the Pennsylvania Business Corporation Law of 1988, as amended, shall not be
applicable to the corporation.

     ARTICLE 6. Subchapter F (Sections 2551 - 2556) of Chapter 25 of the
Pennsylvania Business Corporation Law of 1988, as amended, shall be applicable
to the corporation.

     ARTICLE 7. The term of the corporation's existence is perpetual.