[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

CAM-NET  COMMUNICATIONS  NETWORK  INC.                   268178-1

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          December 22, 1995/le 22 d cembre 1995
      Director - Directeur          Date of Amendment - Date de modification
     ---------------------          ----------------------------------------
Canada
<PAGE>
1  -  Name  of  Corporation:                           2  -  Corporation  No.
                 CAM-NET COMMUNICATIONS NETWORK INC.     2681781
                ------------------------------------     -------

3  -  The  articles  of  the  above-named  corporation  are  amended as follows:

By  adding  the  following  as  Part  7:
----------------------------------------

                                     PART 7

Part  7  -  Series  11  Class  A  Preference  Shares

7.0     The second series of the Class A Preference Shares (the "Series II Class
A  Shares")  of  the Corporation shall consist of 100,000 shares and no more and
shall  be  designated as the Series II 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 II Class A Shares shall be
as  follows:

7.1.0          Voting  and  Pre-emptive  Rights

7.1.1          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 II 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 II Class A Shares could be converted
pursuant  to  Article 7.5.0 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 II Class A Shares shall
not  have  cumulative  voting  rights.

7.1.2          The  Series  II  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.

7.2.0          Liquidation  Rights

7.2.1          If  the  Corporation  shall  be  voluntarily  or  involuntarily
liquidated, dissolved or wound up, at any time when any Series II Class A Shares
shall  be  outstanding,  the  holders  of the then outstanding Series II 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  II  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  7.2.0.

<PAGE>

7.2.2          Subject to the provisions of Article 7.6.0 hereof, all amounts to
be paid as preferential distributions to the holders of Series II Class A Shares
as  provided in this Article 7.2.0 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
now or hereafter authorized, in connection with such liquidation, dissolution or
winding  up.

7.3.0          Dividends

7.3.1          Holders of record of Series II Class Shares, out of funds legally
available  therefor  and  to  the  extent permitted by law, shall be entitled to
receive  dividends  on  their  Series  II  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 II 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  (as  defined  in  Article  7.3.2.)  applicable  to  such  dividend.

7.3.2          For  the  purpose of this Article 7.3.0 and Article 7.4.0 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 as 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  purpose.

7.3.3          Dividends on Series II 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  II  Class  A  Shares  shall have been paid or declared and set aside for
payment.

7.3.4          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 II
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 II Class A Shares shall accrue for the period
commencing on the date of the issuance thereof to and including August 31, 1995.

<PAGE>

7.3.5          If,  in any quarter, insufficient funds are available to pay such
dividends  as  are  then  due  and payable with respect to the Series II 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 the case may be, as are
legally  available  to pay such dividends shall be paid or Common Shares, as the
case may be, will be issued as stock dividends to the holders of Series II 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
7.6.0 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.

7.4.0          Redemption

7.4.1          At any time, and from time to time, on and after 75 days from the
date  of  the  issuance of any Series II Class A Shares, if the market price for
the  Common  Shares  shall  be  in  excess of 125 % of the average of the market
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 II Class A Shares at a price per share of U.S. $142 each (the
"Redemption  Price")  (such price to be adjusted proportionately in the event of
any  change  of the Series II Class A Shares into a different number of Shares).

7.4.2          Sixty  (60)  days prior to any date stipulated by the Corporation
for  the redemption of Series II 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 II Class A Shares.  The Redemption Notice shall
state  (i) the Redemption Date of such Shares (ii) the number of Series II 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 II Class A Shares to be redeemed from such
holder  and (iv) instructions as to how to specify to the Corporation the number
of Series II Class A Shares to be redeemed as provided in this Article 7.4.0 and
the  number  of shares to be converted into Common Shares as provided in Article
7.5.0  hereof.

7.4.3          The  Corporation  shall have the option, at its sole election, to
specify  what  portion  of its Series II Class A Shares called for redemption in
the  Redemption  Notice  shall  be redeemed as provided in this Article 7.4.0 or
converted  into  Common  Shares  in  the  manner  provided  in  Article  7.5.0.

7.4.4          On  or  before  the  Redemption  Date in respect of any Series II
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 7.5.5 hereof, to the order of the person whose
name  appears on such certificate or certificates as the owner thereof, and each

<PAGE>

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 II 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.

7.4.5          On the Redemption Date in respect of any Series II 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
redemption  (less  the  aggregate  Redemption  Price for those Series II Class A
Shares in respect of which the Corporation has received notice from the Eligible
Holder  thereof  of its election to convert Series II 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.

7.5.0          Conversion

7.5.1          For  the  purposes  of  conversion,  the Series II Class A Shares
shall  be  valued  at  U.S.  $100.00 per share ("Value"), and, if converted, the
Series  II Class A Shares shall be converted into Common Shares at the price per
share  (the  "Conversion  Price")  equal  to the lower of (i) the product of .70
multiplied  by  the  "Average  Stock  Price  before  Notice"  per  share  of the
Conversion  Shares  and (ii) the product of .80 multiplied by the "Average Stock
Price  before  Subscription"  per share of the Conversion Shares, in either case
subject  to  adjustment  pursuant  to  the provisions of this Article 7.5.0. For
purposes of this Article 7.5.0, "Average Stock Price before Notice" and "Average
Stock  Price  before  Subscription" mean the average daily closing bid prices of
Common  Shares  for  the  period  of  5  consecutive trading days, respectively,
immediately  preceding  the  date  of the notice of conversion of the Conversion
Shares  ("Conversion Notice") and immediately preceding the date of subscription
for  the Conversion Shares.  The closing bid price for each trading day shall be
determined  as  provided  in  the  last  sentence  of  Article  7.3.2.

7.5.2          Any  holder of Series II Class A Shares (an "Eligible Holder") at
any  time 45 days after the issuance of any Series II Class A Shares may convert
his  holdings  of  Series  II  Class  A  Shares.

7.5.3          The  conversion  right  granted  by  Article  7.5.2 hereof may be
exercised only by an Eligible Holder of Series II Class A Shares, in whole or in
part, by, from time to time, faxing to the Corporation a Conversion Notice.  For
three days (other than Saturdays, Sundays and statutory holidays) after the date
on  which any Conversion Notice is faxed to the Corporation, the Eligible Holder
that  faxes  such  Conversion  Notice  will be entitled to convert the Series II
Class  A  Shares  stipulated  for  conversion  in  such Conversion Notice by the
surrender of the share certificate or share certificates representing the Series

<PAGE>

II 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 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 II 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 II 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  II  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 II 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  II  Class  A  Shares  has  been fully converted, a new share certificate
representing  the  Series II 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.

7.5.4          All  Common  Shares which may be issued upon conversion of Series
II  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 II 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 II 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 II Class A Shares shall be proportionately increased.

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

7.5.5.1          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 II Class A Shares shall be
adjusted  so as to provide that upon conversion thereof the holder of the Series
II  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  II  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 7.5.0. The provisions of this Article
7.5.5.1 shall apply in the same manner to successive reclassifications, changes,
consolidations  and  mergers.

<PAGE>

7.5.5.2          If  the  Corporation,  at  any  time while any of the Series II
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
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.

7.5.5.3          If  the  Corporation,  at  any  time while any of the Series II
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.

7.5.6          Whenever  the  Conversion  Price  shall  be  adjusted pursuant to
Article  7.5.5  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  II  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.

7.5.7          No  fractional  Common  Shares shall be issued in connection with
any  conversion  of  Series  II  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.

7.5.8          No Series II 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  II  Class  A  Share.

<PAGE>

7.6.0          Parity  with  Other  Shares  of  Class  A  Preference  Shares

7.6.1          If  any  cumulative  dividends  or  accounts payable or return of
capital  in respect of Series II 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.

7.7.0          Amendment

7.7.1          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  II Class Shares, the rights, privileges,
restrictions  and  conditions  attaching  to  the  Series II 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 II Class A Shares or
written  consent  by  the  holders of a majority of the Series II Class A Shares
then  outstanding.

Date                     Signature     Description  of  Office:
                         /s/  signed
December  21,  1995     /s/  signed     Director

                            FOR DEPARTMENTAL USE ONLY

                               Filed:     Dec 27, 1995
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