EXHIBIT 3.2
                                  -----------

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                               OF QUADRACOMM, INC.


Pursuant  to  Section  7-106-102  of  the  Colorado  Business  Corporation  Act,
QuadraComm,  Inc.,  a Colorado corporation (the "Company"), adopts the following
Articles  of  Amendment  to  its Amended and Restated Articles of Incorporation:

     1.     The  name  of  the  corporation  is  QuadraComm,  Inc.

     2.     The  Amended  and  Restated Articles of Incorporation of the Company
(the  "ARTICLES  OF  INCORPORATION")  authorizes  the  issuance  of  Ten Million
(10,000,000)  shares  of  preferred  stock,  par  value  per  share  $0.001 (the
"PREFERRED STOCK"), and expressly vests in the Board of Directors of the Company
the  authority  to  issue  any  or  all  of said shares in one or more series by
resolution or resolutions to establish the designation and number and to fix the
relative  rights  and  preferences  of  each  series  to  be  issued.

     On October 23, 2001, the Board of Directors of the Company, pursuant to the
authority expressly vested in it as aforesaid, and pursuant to the provisions of
Sections  7-106-102  of  the  Colorado Business Corporation Act, has adopted the
resolution  set  forth  below  to create a series of Preferred StockPursuant to
7-106-102,  the  approval  of  the  Company's  shareholders  was  not  required.

     RESOLVED,  that  pursuant to authority granted by Section 2 of Article V of
the  Articles  of  Incorporation  and Section 7-106-102 of the Colorado Business
Corporation  Act,  the  Board hereby amends the Articles of Incorporation of the
Company  to  include  a  Series  A Preferred Stock consisting of two hundred and
fifty  thousand  (250,000)  shares  of  the  Company's  Preferred Stock with the
powers,  preferences,  qualifications,  limitations,  restrictions and relative,
participating,  optional or other special rights (including, without limitation,
such  matters  as  dividends,  redemption, liquidation and conversion) set forth
below,  which  shall  constitute a new Section 8 to Article V of the Articles of
Incorporation  of  the  Company:

     Section  8.     Series  A  Preferred  Stock.

     8.1     Designation and Amount. Two Hundred Fifty Thousand (250,000) shares
of  the  Ten  Million  (10,000,000)  authorized shares of Preferred Stock of the
Company  are  designated  Series  A  Preferred  Stock  (the  "SERIES A PREFERRED
STOCK").  The  Series A Preferred Stock shall be issued or offered at a purchase
price  equal  to  $1.00  per  share  (the "SERIES A ORIGINAL ISSUE PRICE").  The
holders  of  record  of any series of the Series A Preferred Stock are sometimes
referred  to  in  this  Section  8  as  the  "SERIES  A  HOLDERS."

     8.2     Rank.  The Series A Preferred Stock shall rank (i) senior and prior
to  all of the Common Stock; and (ii) senior and prior to any class or series of


                                     1 of 7
<PAGE>
capital  stock  of  the Company hereafter created subject to Section 8.6 and not
specifically  ranking  by  its  terms  senior  to or on parity with any Series A
Preferred  Stock  (collectively with the Common Stock, the "JUNIOR SECURITIES"),
in  each  case as to distribution of assets upon any liquidation, dissolution or
winding  up  of  the  Company,  whether  voluntary  or  involuntary  (all  such
distributions  being  referred  to  collectively  as  "DISTRIBUTIONS").

     8.3     Liquidation  Preference.

          (a)     In  the  event of any Distribution, the Series A Holders shall
     be  entitled to receive, immediately after any distributions to the holders
     of  the  Senior  Securities  required  by  the  Company's  Articles  of
     Incorporation,  and  prior in preference to any distribution to the holders
     of  the  Junior Securities, an amount per share equal to the Original Issue
     Price  plus  the  Accumulated  Dividend. If upon the occurrence of any such
     Distribution,  the  assets  and funds available to be distributed among the
     Series  A  Holders shall be insufficient to pay to the Series A Holders the
     full  preferential  amounts  due  to  the Series A Holders, then the entire
     assets and funds of the Company legally available for distribution shall be
     distributed  among  the  Series  A  Holders,  pro  rata.

          (b)     Upon  the  completion  of the distribution required by Section
     8.3(a),  if  assets  remain  in  the  Company, they shall be distributed to
     holders  of  Junior Securities in accordance with the Company's Articles of
     Incorporation,  including  any  duly adopted certificate(s) of designation.

          (c)     At  the  option of each Series A Holder, a sale, conveyance or
     disposition  of  all  or substantially all the assets of the Company to any
     entity  other  than  an Affiliate of the Company which is controlled by the
     Company  through  the  direct or indirect ownership of not less than 50% of
     the  voting  securities  or interests thereof (a "LIQUIDATING TRANSACTION")
     shall  be  deemed to be a liquidation, dissolution or winding up within the
     meaning  of this Section 8.3(a); provided, that neither (i) any Liquidating
                                      --------
     Transaction  that  a  Series  A  Holder elects in writing not to treat as a
     liquidation,  dissolution  or  winding  up  of  the  Company  nor  (ii) any
     consolidation,  merger,  acquisition,  or other business combination of the
     Company  with  or into any other company or companies shall be treated as a
     liquidation,  dissolution  or winding up within the meaning of this Section
     8.3(c), but instead shall be subject to Section 8.5(f). Any Series A Holder
     as  to  which  any  Liquidating  Transaction  is  treated as a liquidation,
     dissolution  or  winding  up  of  the  Company under this Section 8.3(c) is
     referred  to  herein  as  a  "SERIES  A  LIQUIDATING  HOLDER."

          (d)     Prior  to  the  closing  of a transaction described in Section
     8.3(c)  which would constitute a Liquidation Transaction, the Company shall
     (i)  make  all  cash  distributions  it is required to make to the Series A
     Liquidating  Holders pursuant to the first sentence of Section 8.3(a), (ii)
     set aside sufficient funds from which the cash distributions required to be
     made to the Series A Liquidating Holders can be made, or (iii) establish an
     escrow  or  other  similar arrangement with a third party pursuant to which
     the proceeds payable to the Company from a sale of all or substantially all
     the  assets of the Company will be used to make the liquidating payments to
     the Series A Liquidating Holders immediately after the consummation of such
     sale.  If  the  Company  has  not  fully complied with any of the foregoing


                                     2 of 7
<PAGE>
     alternatives,  the  Company  shall  either:  (x)  cause  such closing to be
     postponed  until such cash distributions have been made, or (y) cancel such
     transaction,  in  which  event  the rights of the Series A Holders or other
     arrangements  shall  be  the  same  as  existing  immediately prior to such
     proposed  transaction.

     8.4     Dividends.  The Series A Holders shall be entitled to receive, when
and  as  declared  by  the  Board  of  Directors out of the funds of the Company
legally  available  thereof,  cumulative  dividends at the annual rate of 6% per
share,  payable annually on January 1.  Such dividends shall be payable in cash,
or  at  the  option of the Company, shares of the Series A Preferred Stock.  For
purposes of such dividends, the value of a share of the Series A Preferred Stock
(and  the Original Issue Price thereof) shall be deemed to be the average of the
closing  bid price of the Common Stock on the Company's principal market for the
ten  trading days immediately preceding the declaration of the dividend, and the
Company  shall,  when required, issue fractional shares.  If the dividend on the
Series A Preferred Stock for any dividend period shall not have been paid or set
apart  in  full for the Series A Preferred Stock, the aggregate deficiency shall
be  cumulative  and  shall  be  fully  paid  or set apart for payment before any
dividends  shall  be  paid upon or set apart on the Common Stock of the Company.
The  initial dividend paid after the Original Issue Date of any shares of Series
A  Preferred  Stock  shall  accrue  from  such  date  of  issuance thereof.  The
aggregate amount of accrued and unpaid dividends on the Series A Preferred Stock
is  referred  to  as  the  "Accumulated  Dividend."

     8.5     Conversion.  The  Series  A  Holders  have the following conversion
rights  (the  "CONVERSION  RIGHTS"):

          (a)  Right  to  Convert.  Each share of Series A Preferred Stock shall
               ------------------
     be  convertible  into a share or shares of Common Stock without the payment
     of  any  additional  consideration  at  the  option  of the Series A Holder
     thereof,  at  any time after the date of issuance of such share of Series A
     Preferred Stock, at the office of the Company or any transfer agent for the
     Series  A  Preferred Stock. Each share of Series A Preferred Stock shall be
     convertible  into  the  number  of  fully  paid and nonassessable shares of
     Common Stock that results from dividing (i) the Original Purchase Price per
     share  of  such  shares of Series A Preferred stock, by (ii) the conversion
     value  per  share for each share of Series A Preferred Stock (the "SERIES A
     CONVERSION  VALUE")  determined  at  the  time  of conversion. The Series A
     Conversion Value shall be equal to the lower of (x) 120% of the closing bid
     price  per  share (as reported by Bloomberg, LP) on the Closing Date of the
     Securities  Purchase Agreement, and (y) 80% of the lowest closing bid price
     per  share  (as reported by Bloomberg, LP) of the Common Stock for the five
     (5)  trading days immediately preceding the date on which a Series A Holder
     tenders  such  shares  for  conversion  and  shall  further  be  subject to
     adjustment  from  time  to  time as provided below. The number of shares of
     Common  Stock into which a share of Series A Preferred Stock is convertible
     is  hereinafter  referred  to  as  the  "SERIES  A  CONVERSION  RATE."

          (b)  Mechanics  of  Conversion.
               -------------------------

               (i)     No fractional shares of Common Stock shall be issued upon
          conversion  of  Series  A  Preferred  Stock. In lieu of any fractional
          shares  to  which  the holder would otherwise be entitled, the Company
          shall pay cash equal to such


                                     3 of 7
<PAGE>
          fraction  multiplied  by the then effective Series A Conversion Value.
          Before  any  holder  of  Series A Preferred Stock shall be entitled to
          convert  such  shares  into full shares of Common Stock and to receive
          certificates  therefor, such holder shall surrender the certificate or
          certificates  therefor, duly endorsed, at the office of the Company or
          of  any  transfer  agent for the Series A Preferred Stock, as the case
          may  be,  and  shall give written notice to the Company at such office
          that  such  holder  elects  to convert the same; the Company shall, as
          soon  as  practicable  thereafter, issue and deliver at such office to
          such  holder a certificate or certificates for the number of shares of
          Common Stock to which such holder shall be entitled as aforesaid and a
          check payable to such holder in the amount of any cash amounts payable
          as  the result of a conversion into fractional shares of Common Stock.
          Such conversion shall be deemed to have been made immediately prior to
          the  close  of business on the date of such surrender of the shares of
          Series  A  Preferred  Stock to be converted, and the person or persons
          entitled  to  receive  the  shares  of Common Stock issuable upon such
          conversion  shall  be treated for all purposes as the record holder or
          holders  of  such  shares  of  Common  Stock  on  such  date.

               (ii)     The  Company shall pay any and all issue and other taxes
          that  may  be payable in respect of any issuance or delivery of shares
          of  Common Stock upon conversion of shares of Series A Preferred Stock
          pursuant  to  this  Section  8.5.  The  Company shall not, however, be
          required  to  pay  any  tax  which  may  be  payable in respect of any
          transfer involving the issuance and delivery of shares of Common Stock
          in  a  name  other than that in which the shares of Series A Preferred
          Stock  so  converted were registered, and no such issuance or delivery
          shall  be  made  unless and until the person or entity requesting such
          issuance  has  paid  to  the  Company  the  amount  of  any tax or has
          established,  to  the  satisfaction  of the Company, that such tax has
          been  paid.

               (iii)     Upon  conversion, the Company shall pay the full amount
          of  the  Accumulated  Dividend  on  shares of Series A Preferred Stock
          being  converted.

          (c)  Reservation of Stock Issuable Upon Conversion.  The Company shall
               ---------------------------------------------
     at  all times reserve and keep available out of its authorized but unissued
     shares  of  Common Stock solely for the purpose of effecting the conversion
     of  the  shares  of  Series  A Preferred Stock such number of its shares of
     Common  Stock  as  shall  from  time  to  time  be sufficient to effect the
     conversion of all outstanding shares of Series A Preferred Stock; and if at
     any time the number of authorized but unissued shares of Common Stock shall
     not  be  sufficient to effect the conversion of all then outstanding shares
     of  Series  A Preferred Stock, the Company shall take such corporate action
     as  may,  in  the  opinion  of  its  counsel,  be necessary to increase its
     authorized  but unissued shares of Common Stock to such number of shares as
     shall  be  sufficient  for  such  purposes.

          (d)  Adjustment  to  the  Conversion  Rate  due  to Stock Split, Stock
               -----------------------------------------------------------------
     Dividend  or  Other  Similar  Event. If, prior to the conversion of all the
     -----------------------------------
     Series  A Preferred Stock, the number of outstanding shares of Common Stock
     is  increased  by a stock split, stock dividend or other similar event, the
     Series  A  Conversion  Value  shall  be  proportionately


                                     4 of 7
<PAGE>
     reduced,  or  if  the  number  of  outstanding  shares  of  Common Stock is
     decreased  by a combination or reclassification of shares, or other similar
     event,  the  Series  A Conversion Value shall be proportionately increased.

          (e)  Adjustment  Due  to  Consolidation,  Merger,  Exchange of Shares,
               -----------------------------------------------------------------
     Recapitalization,  Reorganization  or Other Similar Event. If, prior to the
     ---------------------------------------------------------
     conversion  of  all  the  Series  A Preferred Stock, (i) there shall be any
     merger, consolidation, exchange of shares, recapitalization, reorganization
     or  other similar event, as a result of which shares of Common Stock of the
     Company  shall  be changed into the same or a different number of shares of
     the  same or another class or classes of stock or securities of the Company
     or  another entity, or (ii) there occurs a sale of all or substantially all
     of the Company's assets that is not deemed to be a liquidation, dissolution
     or  winding up of the Company pursuant to Section 8.3(c), then the Series A
     Holders  thereafter  shall have the right to receive upon conversion of the
     shares  of  Series  A Preferred Stock held by them, upon the basis and upon
     the  terms  and  conditions  specified  herein and in lieu of the shares of
     Common  Stock immediately theretofore issuable upon conversion, such stock,
     securities  and/or  other assets which the Series A Holders would have been
     entitled  to  receive  in such transaction had the Series A Preferred Stock
     been  converted immediately prior to such transaction, and in any such case
     appropriate  provisions  shall  be  made  with  respect  to  the rights and
     interests  of  the  Series A Holders to the end that the provisions hereof,
     including,  without limitation, provisions for the adjustment of the Series
     A  Conversion  Value  and  the Series A Conversion Rate shall thereafter be
     applicable,  as  nearly as may be practicable in relation to any securities
     thereafter  deliverable  upon  the  exercise  hereof.

          (f)  Certificates  as  to  Adjustments.  Upon  each  adjustment  or
               ---------------------------------
     readjustment  of the Series A Conversion Value pursuant to Section 8.5 (e),
     the  Company  at  its  expense  promptly  shall  compute such adjustment or
     readjustment in accordance with the terms hereof and prepare and furnish to
     each  holder  of  Series  A  Preferred  Stock  a  certificate  of the Chief
                                                       -----------
     Financial  Officer  of  the  Company  setting  forth  such  adjustment  or
     readjustment  and showing in detail the facts upon which such adjustment or
     readjustment  is  based. The Company shall, upon the written request at any
     time  of  any  holder  of  Series A Preferred Stock, furnish or cause to be
     furnished  to  such  holder  a  like  certificate  setting  forth  (i) such
     adjustments  and readjustments, (ii) the then effective Series A Conversion
     Value,  and  (iii)  the number of shares of Common Stock and the amount, if
     any,  of  other  property  which  at  the  time  would be received upon the
     conversion  of  each  share  of  such  Series  A  Preferred  Stock.

          (g)  No  Impairment.  The  Company  will  not,  by  amendment  of  its
               --------------
     Certificate  of  Incorporation  or  through any reorganization, transfer of
     assets,  merger,  dissolution,  issue  or  sale  of securities or any other
     voluntary  action,  avoid or seek to avoid the observance or performance of
     any  of the terms to be observed or performed hereunder by the Company, but
     will  at  all  times  in  good  faith assist in the carrying out of all the
     provisions of this Section 8 and in the taking of all such action as may be
     necessary  or  appropriate  to  protect  the  Conversion  Rights  against
     impairment.

          (h)  Definitions.  As  used  in  this  Section  8, the following terms
               -----------
     shall  have  the  following  meanings:


                                     5 of 7
<PAGE>
          "Affiliate"  shall  have  the  meaning  given  such  term  in Rule 405
           ---------
promulgated  under  the  Securities  Act.

          "Common  Stock"  shall  mean  the  common  stock, par value $0.001 per
           -------------
share,  of  the  Company.

          "Conversion  Rights"  shall  mean  the  rights  to  convert  Series  A
           ------------------
Preferred  Stock  into  Common  Stock  as  provided  in  this  Section  8.

          "Convertible  Securities"  shall  mean  any evidences of indebtedness,
           -----------------------
shares (other than Common Stock or Series A Preferred Stock) or other securities
convertible  into  or  exchangeable  for  Common  Stock.

          "Options"  shall  mean  rights,  options or warrants to subscribe for,
           -------
purchase  or  otherwise  acquire  either Common Stock or Convertible Securities.

          "Original  Issue  Date"  shall  mean  October  24,  2001.
           ---------------------

          "Original  Purchase  Price"  shall mean the original purchase price of
           -------------------------
$1.00  per  share  for  each  share  of  Series A Preferred Stock, or the amount
determined  under  Section 8.4, in either case, as such amount shall be adjusted
for  all  stock splits, combinations, consolidations, stock distributions, stock
dividends  or  other  recapitalization  transactions  involving  the  Series  A
Preferred  Stock.

          "Plan"  shall mean a written stock grant, option plan or purchase plan
           ----
or  other  employee  stock  incentive  program.

          "Preferred  Stock" shall mean the preferred stock, par value $.001 per
           ----------------
share,  of  the  Company.

          "Securities  Act"  shall  mean the Securities Act of 1933, as amended.
           ---------------

          "Series  A  Conversion Rate" shall mean the number of shares of Common
           --------------------------
Stock  into  which  a  share  of  Series  A  Preferred  Stock  is  convertible.

          "Series  A Conversion Value" shall have the meaning given such term in
           --------------------------
Section  8.5(a).

          "Series  A  Preferred  Stock"  shall  mean  those authorized shares of
           ---------------------------
Preferred  Stock  of  the  Company designated as "Series A Preferred Stock", par
value  $0.001  per  share.

     8.6     Voting  Rights.  The  Series  A  Holders shall have no voting power
             --------------
whatsoever  except  to  the  extent otherwise expressly provided by the Colorado
Business  Corporation  Act,  and  no  Series  A  Holder  shall vote or otherwise
participate  in any proceeding in which actions shall be taken by the Company or
the stockholders thereof or be entitled to notification as to any meeting of the
stockholders.


                                     6 of 7
<PAGE>
     8.7     Protective  Provision.  So  long  as  shares  of Series A Preferred
             ---------------------
Stock  are  outstanding,  the  Company  shall  not  without  first obtaining the
approval  (by  vote  or  written  consent,  as  provided  by  Colorado  Business
Corporation  Act)  of  the  holders of at least eighty percent (80%) of the then
outstanding  shares  of  Series  A  Preferred  Stock:

          (a)  alter  or  change  the  rights,  preferences or privileges of the
     Series  A  Preferred  Stock, including, but not limited to, the creation or
     authorization  of  any  Senior  Securities.

          (b)  increase  the size of the authorized number of Series A Preferred
     Stock;  or

          (c)  do  any  act  or  thing  not  authorized or contemplated by these
     Articles  of  Incorporation  which would result in taxation of the Series A
     Holders  under Section 305 of the Internal Revenue Code of 1986, as amended
     (or any comparable provision of the Internal Revenue Code as hereafter from
     time  to  time  amended).

     If  the  holders  of  a majority of the then outstanding shares of Series A
Preferred  Stock  agree  to  allow  the  Company  to alter or change the rights,
preferences or privileges of the shares of Series A Preferred Stock, pursuant to
Subsection  (a)  above,  so as to affect adversely the Series A Preferred Stock,
then  the  Company  will deliver notice of such approved alteration or change to
the  Series  A  Holders  that  did  not  agree to such alteration or change (the
"SERIES  A  DISSENTING  HOLDERS"),  and  the  Series  A Dissenting Holders shall
thereafter  have  the  right  for a period of 30 days to convert pursuant to the
terms  of these Articles of Incorporation as they exist prior to such alteration
or  change  or continue to hold their shares of Series A Preferred Stock subject
to the approved alteration or change of the rights, preferences or privileges of
the  Series  A  Preferred  Stock.

     8.8     Status  of  Converted  Stock.  In  the event any shares of Series A
             ----------------------------
Preferred  Stock  shall  be  converted  pursuant  to  Section 8.5, the shares so
converted  shall  be  canceled,  shall  return  to  the status of authorized but
unissued  preferred  stock of no designated series, and shall not be issuable by
the  Company  as  Series  A  Preferred  Stock.

     IN  WITNESS  WHEREOF,  the  undersigned,  President of the Company, for the
purpose of establishing a Series A Preferred Stock of the Corporation and having
the  effect  of amending the Company's Articles of Incorporation to reflect such
establishment, hereby makes, files and records this amendment to the Articles of
Incorporation  of  the  Company and certifies that it is the act and deed of the
Company  and  that  the  facts  stated  herein  are  true.

     DATED this 23 day of October, 2001.
                --


QUADRACOMM, INC., a Colorado corporation

    /s/
------------------------------------
Robert W. Ellis, President


                                     7 of 7
<PAGE>