[GRAPHIC  OMITED]

     Industry  Canada     Industrie  Canada

Certificate           Certificat
of  Amendment         de  modification
Canada  Business      Loi  canadienne  sur
Corporations  Act     les  soci  t  s  par  actions

          268178-1

CAM-NET  COMMUNICATIONS  NETWORK  INC.

Name  of corporation-D nomination de la soci t          Corporation number - Num
ro  de  la  soci  t

I  hereby  certify that the articles of the above-named corporation were amended
     Je  certifie  que les statuts de la soci t  susmentionn e ont  t  modifi s:

a)  under  section 13 of the Canada Business Corporations Act in accordance with
the  attached  notice;          a) en vertu de l'article 13 de la Loi canadienne
sur  les  soci  t  s  par  actions,  conform  ment   l'avis  ci-joint;

b)  under  section  27 of the Canada Business Corporations Act as set out in the
attached  articles  of  amendment designating a series of shares;          b) en
vertu  de  l'article  27  de la Loi canadienne sur les soci t s par actions, tel
qu'il est indiqu  dans les clauses modificatrices ci-jointes d signant une s rie
d'actions;

c)  under  section 179 of the Canada Business Corporations Act as set out in the
attached  articles of amendment;          c) en vertu de l'article 179 de la Loi
canadienne  sur les soci t s par actions, tel qu'il est indiqu  dans les clauses
modificatrices  ci-jointes

d)  under  section 191 of the Canada Business Corporations Act as set out in the
attached articles of reorganization;          d) en vertu de l'article 191 de la
Loi  canadienne  sur  les  soci  t s par actions, tel qu'il est indiqu  dans les
clauses  de  r  organisation  ci-jointes

                /s/ signed          June 14, 1995/le 14 juin 1995
      Director - Directeur          Date of Amendment - Date de modification
     ---------------------          ----------------------------------------
Canada
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                        CANADA BUSINESS CORPORATIONS ACT

                                     FORM 4

                              ARTICLES OF AMENDMENT

                              (SECTIONS 27 OR 177)


1  -  Name  of  Corporation:                      Corporation  No.
 CAM-NET  COMMUNICATIONS  NETWORK  INC.                2681781
                                                       -------

3  -  The  articles  of  the  above-named  corporation  are  amended as follows:
AS  SET  OUT  IN  SCHEDULE  1  ANNEXED  AND  INCORPORATED  IN  THESE  ARTICLES











Date                 Signature         Description  of  Office:
                    /s/  signed
June  9,  1995     /s/  signed         Director

                            FOR DEPARTMENTAL USE ONLY

                               Filed:     Jun 14, 1995
                               ------     ------------


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                                   SCHEDULE 1

Part  6  -  Series  I  Class  A  Preference  Shares

6.0          The  first  series  of the Class A Preference Shares (the "Series I
Class  A Shares") of the Corporation shall consist of 100,000 shares and no more
and  shall  be  designated  as  the  Series  I  Class A Preference Shares and in
addition  to  the  preferences,  rights, privileges, restrictions and conditions
attaching  to  all  the  Class  A  Preference  Shares  as  a  class, the rights,
privileges, restrictions and conditions attaching to the Series I Class A Shares
shall  be  as  follows:

6.1.0          Voting  and  Pre-emptive  Rights

6.1.1          Except  as  otherwise  provided  herein,  in  the  Articles  of
Continuance  as  amended  of the Corporation (the "Articles"), in the By-laws of
the  Corporation  (the  "By-laws")  or the Canada Business Corporations Act (the
"CBCA"),  the  holders  of Series I Class A Shares, by virtue of their ownership
thereof, shall be entitled to cast the number of votes per share thereof on each
matter  submitted  to the Corporation's shareholders for voting which equals the
number  of  votes  which  could  be  cast by the holders of the number of Common
Shares  into  which  such  shares  of Series I Class A Shares could be converted
pursuant  to  Article 6.5.0 hereof immediately prior to the taking of such vote.
Such vote shall be cast together with those cast by the holders of Common Shares
and  other series of Class A Preference Shares and Class B Preference Shares, if
any,  and  not  as  a separate class except as otherwise provided herein, in the
Articles  or  in  the By-laws or by the CBCA.  The Series I Class A Shares shall
not  have  cumulative  voting  rights.

6.1.2          The  Series  I  Class  A  Shares shall not give their holders any
pre-emptive  rights to acquire any other securities issued by the Corporation at
any  time  in  the  future.

6.2.0          Liquidation  Rights

6.2.1          If  the  Corporation  shall  be  voluntarily  or  involuntarily
liquidated,  dissolved or wound up, at any time when any Series I Class A Shares
shall  be  outstanding,  the  holders  of  the then outstanding Series I Class A
Shares  shall  have  a  preference in distribution of the Corporation's property
available for distribution to the holders of the Common Shares equal to the U.S.
$100.00 consideration per Series I Class A Shares, together with an amount equal
to  all unpaid dividends accrued thereon, if any, to the date of payment of such
distribution,  whether  or  not  declared  by the Board: provided, however, that
neither  the  amalgamation  of  the  Corporation  with  any  corporation  or
corporations, nor the sale nor transfer by the Corporation of all or any part of
its  property,  nor  any  reduction  of  the authorized or issued capital of the
Corporation  of  any class, whether now or hereafter authorized, shall be deemed
to  be  a  liquidation  of  the  Corporation  within  the  meaning of any of the
provisions  of  this  Article  6.2.0.

6.2.2          Subject to the provisions of Article 6.6.0 hereof, all amounts to
be  paid as preferential distributions to the holders of Series I Class A Shares
as  provided in this Article 6.2.0 shall be paid or set apart for payment before
the  payment or setting apart for payment of any amount for, or the distribution
of  any  of  the Corporation's property to the holders of Common Shares, whether

<PAGE>

now or hereafter authorized, in connection with such liquidation, dissolution or
winding  up.

6.3.0          Dividends

6.3.1          Holders  of  record of Series I Class Shares, out of fund legally
available  therefor  and  to  the  extent permitted by law, shall be entitled to
receive dividends on their Series I Class A Shares, which dividends shall accrue
at  the  rate  per  share of 9% per annum of U.S. $100.00 consideration paid for
each  Series I Class A Shares (U.S. $9.00 per share per year for each full year)
commencing  on  the  date  of the issuance thereof, payable at the option of the
Corporation,  (i) in cash or (ii) by the issuance of that number of whole Common
Shares  computed  by  dividing  the  amount  of the dividend by the market price
applicable  to  such  dividend.

6.3.2          For  the  purpose of this Article 6.3.0 and Article 6.4.0 hereof,
"market  price"  means  the average of the daily closing prices of Common Shares
for  a  period of 5 consecutive trading days ending within 30 days preceding the
date  on  which  any dividend becomes payable or of any notice of redemption, as
the  case  may  be.  The closing price for each trading day shall be (i) for any
period  during which the Common Shares shall be listed for trading on a national
securities  exchange, the last reported sale price per share of Common Shares as
reported  by  the  primary  stock  exchange  if the Common Shares is traded on a
national  stock  exchange,  or  the Nasdaq Stock Market, if the Common Shares is
quoted on the Nasdaq Stock Market or (ii) if last sales price information is not
available,  the  average  closing  bid-price of Common Shares as reported by the
Nasdaq  Stock  Market,  or  if  not  so  listed  or reported, then a reported by
National  Quotation  Bureau,  Incorporated, or (iii) in the event neither clause
(i)  nor  (ii) is applicable, the average of the closing bid and asked prices as
furnished by any member of the National Association of Securities Dealers, Inc.,
selected  from  time  to  time  by  the  Corporation  for  that  purposes.

6.3.3          Dividends  on Series I Class A Shares shall be cumulative, and no
dividends  or  other  distributions  shall be paid or declared and set aside for
payment  on the Common Shares until full cumulative dividends on all outstanding
Series  I  Class  A  Shares  shall  have been paid or declared and set aside for
payment.

6.3.4          Dividends  shall  be payable in arrears, at the rate of $2.25 per
share  for each full calendar quarter on each February 28, May 31, August 31 and
November  30  of  each  calendar  year, to the holders of record of the Series I
Class  A  Shares as they appear in the securities register of the Corporation on
such  record  dates not more than 60 nor less than 10 days preceding the payment
dates  thereof,  as  shall  be  fixed  by the Board, provided, however, that the
initial  dividend  for  the  Series I Class A Shares shall accrue for the period
commencing on the date of the issuance thereof to and including August 31, 1995.

6.3.5          If,  in any quarter, insufficient funds are available to pay such
dividends  as  are  then  due  and  payable with respect to the Series I Class A
Shares  and  all  other  classes  and  series  in the capital of the Corporation
ranking  in  parity  therewith  (or  such  payment  is  otherwise  prohibited by
provisions  of  the CBCA, such funds (or Common Shares) as are legally available
to  pay  such  dividends  shall be paid or Common Shares will be issued as stock

<PAGE>

dividends  to  the  holders of Series I Class A Shares and to the holders of any
other  series of Class A Preference Share then outstanding of Class A Preference
Share  then outstanding, as provided in Article 6.6.0 hereof, in accordance with
the rights of each such holder, and the balance of accrued but undeclared and/or
unpaid dividends shall be declared and paid on the next succeeding dividend date
to  the  extent that funds, if any, are then legally available for such purpose.

6.4.0          Redemption

6.4.1          At any time, and from time to time, on and after 75 days from the
date of the issuance of any Series I Class A Shares, if the market price for the
Common  Shares  shall be in excess of 125 % of the average of the closing prices
for  the 5 days prior to such issuance, the Corporation may, at its sole option,
but shall not be obligated to, redeem, in whole or in part, the then outstanding
Series  I Class A Shares at a price per share of U.S. $100 each (the "Redemption
Price") (such price to be adjusted proportionately in the event of any change of
the  Series  I  Class  A  Shares  into  a  different  number  of  Shares).

6.4.2          Thirty  (30) days prior to any date stipulated by the Corporation
for  the  redemption of Series I Class A Shares (the "Redemption Date"), written
notice  (the  'Redemption  Notice")  shall be mailed to each holder of record on
such  notice  date  of the Series I Class A Shares.  The Redemption Notice shall
state (i) the Redemption Date of such Shares (ii) the number of Series I Class A
Shares to be redeemed from the holder to whom the Redemption Notice is addressed
(iii)  instructions  for  surrender to the Corporation, in the manner and at the
place  designated  of a share certificate or share certificates representing the
number  of  Series  I  Class  A  Shares to be redeemed from such holder and (iv)
instructions  as  to  how  to  specify to the Corporation the number of Series I
Class  A  Shares to be redeemed as provided in this Article 6.4.0 and the number
of  shares  to  be  converted  into  Common  Shares as provided in Article 6.5.0
hereof.

6.4.3          The  Corporation  shall have the option, at its sole election, to
specify what portion of its Series I Class A Shares called for redemption in the
Redemption  Notice  shall  be  redeemed  as  provided  in  this Article 6.4.0 or
converted  into  Common  Shares  in the manner provided in Article 6.5.0 hereof.

6.4.4.          On  or  before  the  Redemption  Date in respect of any Series I
Class  A  Shares,  each  holder  of  such  shares  shall  surrender the required
certificate  or certificates representing such shares to the Corporation, in the
manner  and  at  the  place  designated  in  the Redemption Notice, and upon the
Redemption Date, the -Redemption Price for such shares shall be made payable, in
the  manner  provided  in Article 6.5.5 hereof, to the order of the person whose
name  appears on such certificate or certificates as the owner thereof, and each
surrendered  share  certificate  shall  be  cancelled  and  retired.  If a share
certificate  is  surrendered  and all the shares evidenced thereby are not being
redeemed  (as described below), the Corporation shall cause the Series I Class A
Shares which are not being redeemed to be registered in the names of the persons
whose  names  appear  as  the  owners  on  the  respective  surrendered  share
certificates  and  deliver  such  certificate  to  such  person.

6.4.5          On  the Redemption Date in respect of any Series I Class A Shares
or  prior  thereto, the Corporation shall deposit with any bank or trust company
having  a  capital  and surplus of at least U.S. $50,000,000, as a trust fund, a
sum  equal  to  the  aggregate  Redemption  Price  of all such shares called for

<PAGE>

redemption  (less  the  aggregate  Redemption  Price  for those Series I Class A
Shares in respect of which the Corporation has received notice from the Eligible
Holder  thereof  of  its election to convert Series I Class A Shares into Common
Shares),  with  irrevocable  instructions  and  authority  to  the bank or trust
company  to  pay,  on  or after the Redemption Date, the Redemption Price to the
respective  holders upon the surrender of their share certificates.  The deposit
shall  constitute  full  payment  for  the shares to their holders, and from and
after  the  date  of  the  deposit  the redeemed shares shall be deemed to be no
longer  outstanding,  and  holders  thereof  shall cease to be shareholders with
respect  to such shares and shall have no rights with respect thereto except the
rights  to  receive  from  the  bank or trust company payments of the Redemption
Price  of  the  shares,  without  interest, upon surrender of their certificates
thereof.  Any  funds so deposited and unclaimed at the end of one year following
the  Redemption Date shall be released or repaid to the Corporation, after which
the  former holders of shares called for redemption shall be entitled to receive
payment  of  the  Redemption  Price  in  respect  of  their shares only from the
Corporation.

6.5.0          Conversion

6.5.1          For the purposes of conversion, the Series I Class A Shares shall
be  valued  at U.S. $100.00 per share ("Value"), and, if converted, the Series I
Class  A  Shares shall be converted into Common Shares (the "Conversion Shares")
at  the  price  per share equal to the product of (i) .80 multiplied by (ii) the
"Average  Stock  Price'  per  share  of  the  Conversion Shares (the "Conversion
Price"), subject to adjustment pursuant to the provisions of this Article 6.5.0.
For  purposes of this Article 6.5.0, the "Average Stock Price" means the average
daily  closing  prices  of Common Shares for the period of 5 consecutive trading
days  immediately  preceding  the  date  of the issuance of the Series I Class A
Shares  in respect of which such Average Stock Price is determined.  The closing
price  for each trading day shall be determined as provided in the last sentence
of  Article  6.3.2.

6.5.2          Any  holder  of Series I Class A Shares (an "Eligible Holder") at
any  time  45 days after the issuance of any Series I Class A Shares (the "First
Conversion  Period"  may  convert  up to 50% of his holdings of Series I Class A
Shares provided that when aggregated with all conversions of the original holder
of  such  shares  (the  "Original  Holder")  to whom such shares were originally
issued  directly  by  the Corporation and any of the transferees of the Original
Holder and all subsequent holders' transferees, as the case may be, no more than
50%  of  the  original  holdings of the Original Holder of such Series I Class A
Shares  (the  "Original  Holdings')  shall  have been converted during the First
Conversion  Period,  an  (ii)  during  the  30-day  period  following  the First
Conversion  Period,  and Eligible Holder may convert up to 50% of the sum of his
initial  holdings of the Series I Class A Shares, less any subsequent sales plus
any  subsequent  purchases provided that when aggregated with all conversions of
the  Original  Holder  and  the  transferees  of  the  Original  Holder  and all
subsequent holders' transferees, no more than 50% of the Original Holdings shall
have  been  converted  during  such  30-day  period.

6.5.3          The  conversion  right  granted  by  Article  6.5.2 hereof may be
exercised  only by an Eligible Holder of Series I Class A Shares, in whole or in
part,  by  the  surrender  of  the  share  certificate  or  share  certificates
representing the Series I Class A Shares to be converted at the principal office
of the Corporation (or at such other place as the Corporation may designate in a
written  notice  sent to the holder by first-class mail, postage prepaid, at its

<PAGE>

address  shown  on the books of the Corporation) against delivery of that number
of  whole Common Shares as shall be computed by dividing (1) the aggregate Value
of  the  Series  I  Class  A  Shares  so surrendered plus any accrued but unpaid
dividends  thereon, if any, by (2) the Conversion Price in effect at the time of
such  surrender.  At  the  time  of conversion of a Series I Class A Shares, the
Corporation  shall  pay  in  cash  to  the holder thereof an amount equal to all
unpaid  dividends, if any, accrued thereon to the date of conversion, or, at the
Corporation's option, issue that number of whole Common Shares which is equal to
the product of dividing the amount of such unpaid dividends by the Average Stock
Price  whether  or  not  declared  by  the  Board.  Each  Series I Class A Share
certificate  surrendered for conversion shall be endorsed by its holder.  In the
event  of  any  exercise  of the conversion right of the Series I Class A Shares
granted  herein  (i) share certificates representing the Common Shares purchased
by virtue of such exercise shall be delivered to such holder forthwith, and (ii)
unless  the  Series  I  Class  A  Shares  has  been fully converted, a new share
certificate  representing  the Series I Class A Shares not so converted, if any,
shall  also  be  delivered  to  such  holder  forthwith.  The share certificates
representing  the  Common  Shares  so  purchased shall be dated the date of such
surrender  and the holder making such surrender shall be deemed for all purposes
to  be  the  holder  of  the  Common  Shares so purchased as of the date of such
surrender.

6.5.4          All Common Shares which may be issued upon conversion of Series I
Class  A  Shares  will,  upon  issuance,  be  duly  issued,  fully  paid  and
non-accessible  and  free from all taxes, liens, and charges with respect to the
issue  thereof.  At  all times that any Series I Class A Shares are outstanding,
the  Corporation  shall have authorized, and shall have reserved for the purpose
of  issuance  upon  such  conversion,  a  sufficient  number of Common Shares to
provide  for  the  conversion  into Common Shares of all Series I Class A Shares
then  outstanding  at the then effective Conversion Price.  Without limiting the
generality of the foregoing, if, at any time, the Conversion Price is decreased,
the  number  of  Common  Shares  authorized  and  reserved for issuance upon the
conversion  of  the  Series I Class A Shares shall be proportionately increased.

6.5.5          The  number  of  Common Shares issued upon conversion of Series I
Class A Shares and the Conversion Price shall be subject to adjustment from time
to  time  upon  the  happening  of  certain  events,  as  follows:

6.5.5.1          In  the  case  of  any  amendment to the Articles to change the
designation  of  the  Common  Shares  or the rights, privileges, restrictions or
conditions in respect of the Common Shares or division of the Common Shares into
series  the  rights  of  the  holders  of  the  Series I Class A Shares shall be
adjusted  so as to provide that upon conversion thereof the holder of the Series
I  Class  A  Shares  being converted shall procure, in lieu of each Common Share
theretofore  issuable upon such conversion, the kind and amount of shares, other
securities,  money  and  property  receivable  upon  such designation, change or
division  by  the  holder  of one Common Share issuable upon such conversion had
conversion  occurred  immediately prior to such designation, change or division.
The  Series  I  Class  A  Shares  shall  be  deemed  thereafter  to  provide for
adjustments  which  shall  be  as nearly equivalent as may be practicable to the
adjustments  provided  for in this Article 6.5.0. The provisions of this Article
6.5.5.1 shall apply in the same manner to successive reclassifications, changes,
consolidations  and  mergers.

6.5.5.2          If the Corporation, at any time while any of the Series I Class
A  Shares  are  outstanding, shall amend the Articles so as to change the Common
Shares  into  a  different  number  of  shares,  the  Conversion  Price shall be
proportionately  reduced, in case of such change increasing the number of Common

<PAGE>

Shares,  as  of the effective date of such increase, or if the Corporation shall
take  a record of holders of its Common Shares for the purpose of such increase,
as  of  such record date, whichever is earlier, or the Conversion Price shall be
proportionately  increased,  in the case of such change decreasing the number of
Common  Shares, as of the effective date of such decrease or, if the Corporation
shall  take  a  record  of  holders  of its Common Stock for the purpose of such
decrease,  as  of  such  record  date,  whichever  is  earlier.

6.5.5.3          If the Corporation, at any time while any of the Series I Class
A  Shares  are  outstanding,  shall pay a dividend payable in Common Shares, the
Conversion  Price shall be adjusted, as of the date the Corporation shall take a
record  of  the  holders  of its Common Shares for the purpose of receiving such
dividend  (or  if  no  such  record  is taken, as of the date of payment of such
dividend), to that price determined by multiplying the Conversion Price therefor
in  effect by a fraction (1) the numerator of which shall be the total number of
Common  Shares  outstanding  immediately  prior  to  such  dividend  and (2) the
denominator  of  which  shall  be  the total number of Common Shares outstanding
immediately  after  such  dividend  (plus in the event that the Corporation paid
cash  for  fractional  shares,  the number of additional shares which would have
been outstanding had the Corporation issued fractional shares in connection with
said  dividend.

6.5.6          Whenever  the  Conversion  Price  shall  be  adjusted pursuant to
Article  6.5.5  hereof,  the  Corporation shall make a certificate signed by its
President  or  a  Vice  President  and  by  its  Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment  was  calculated  (including  a description of the basis on which the
Board  of  Directors made any determination hereunder), and the Conversion Price
after  giving  effect  to  such  adjustment,  and  shall  cause  copies  of such
certificates  to be mailed (by first class mail, postage prepaid) to each holder
of Series I Class A Shares at its address shown on the books of the Corporation.
The  Corporation  shall  make  such  certificate and mail it to each such holder
promptly  after  each  adjustment.

6.5.7          No  fractional  Common  Shares shall be issued in connection with
any  conversion  of  Series  I  Class  A  Shares, but in lieu of such fractional
shares,  the  Corporation  shall make a cash payment therefor equal in amount to
the  product  of the applicable fraction multiplied by the Conversion Price then
in  effect.

6.5.8          No  of  Series  I  Class  A Shares which have been converted into
Common Shares shall be reissued by the Corporation; provided, however, that each
such  share,  after being retired and cancelled, shall be restored to the status
of an authorized but unissued Class A Preference Share without designation as to
series and may thereafter be issued as a Class A Preference Share not designated
as  a  Series  I  Class  A  Share.

6.6.0          Parity  with  Other  Shares  of  Class  A  Preference  Shares

6.6.1          If  any  cumulative  dividends  or  accounts payable or return of
capital  in  respect of Series I Class A Shares are not paid in full, the owners
of all series of Class A Preference Shares shall participate rateably in respect
of  accumulated  dividends  and  return  of  capital.

<PAGE>

6.7.0          Amendment

6.7.1          In  addition to any requirement for a series vote pursuant to the
CBCA  in  respect  of  any amendment to the rights, privileges, restrictions and
conditions  attaching  to  the  Series  I  Class Shares, the rights, privileges,
restrictions  and  conditions  attaching  to  the  Series  I Class Shares may be
amended  only if the Corporation has obtained the affirmative vote a duly called
and held series meeting of one holders of the Series I Class A Shares or written
consent  by  the  holders  of  a  majority  of  the Series I Class A Shares then
outstanding.