Exhibit 3(i).3

                              AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                     VIDEO INTERNET BROADCASTING CORPORATION

                  ARTICLE I. NAME; REGISTERED OFFICE AND AGENT

         The name of this corporation shall be Video Internet Broadcasting
Corporation (the "Corporation"). The registered office of the Corporation shall
be at 19110 66th Avenue South, #G-105, Kent, Washington 98032, and its
registered agent at such address is W. Kelly Ryan.

                               ARTICLE II PURPOSE

         The Corporation shall have the power to engage in and carry on any
lawful business or trade and exercise all powers granted to a corporation formed
under the Washington Business Corporation Act, Title 23B of the Revised Code of
Washington (the "Washington Act"), including any amendments thereto or successor
statute that may hereinafter be enacted.

                               ARTICLE III. SHARES

         Section 3.1. AUTHORIZED CAPITAL

         The Corporation is authorized to issue two classes of capital stock to
be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares of capital stock that the Corporation shall have authority to
issue is fifty million (50,000,000), consisting of thirty million (30,000,000)
shares of Common Stock, $0.001 par value per share, and twenty million
(20,000,000) shares of Preferred Stock, $0.001 par value per share. The first
series of Preferred Stock shall be designated "Series A Preferred Stock" and
shall consist of three hundred one thousand (301,000) shares.

         Section 3.2.  ISSUANCE OF PREFERRED STOCK IN SERIES

         The undesignated Preferred Stock may be issued from time to time in one
or more series in any manner permitted by law and the provisions of these
Amended and Restated Articles of Incorporation (the "Articles of
Incorporation"), as determined from time to time by the Board of Directors of
the Corporation (the "Board of Directors") and stated in the resolution or
resolutions providing for the issuance thereof, prior to the issuance of any
shares thereof. The Board of Directors shall have the authority to fix and
determine and to amend, subject to these provisions, the designation,
preferences, limitations, and relative rights of the shares of any series that
is wholly unissued or to be established. Unless otherwise specifically provided
in the resolution establishing any series, the Board of Directors shall further
have the authority, after the issuance of shares of a series whose number it has
designated, to amend the resolution establishing such series to decrease the
number of shares 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.