ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION

         Pursuant to the  provisions of the Colorado  Business  corporation  Act
(the  "Act"),  the  undersigned  corporation  adopts the  following  Articles of
Amendment to its Articles of Incorporation:

         First:  The name of the corporation is: Solar Satellite  Communication,
Inc.

         Second:  The following  amendment to the Articles of Incorporation  was
adopted on November  20, 2001 as  prescribed  by the Act, by  unanimous  written
action approving the amendment.

         Third:  ARTICLE III of the Articles of  Incorporation is hereby amended
and restated in its entirety as follows:

                                   ARTICLE III
                                   -----------

         The total  number of shares of all  classes of capital  stock which the
corporation shall have authority to issue is 101,000,000 consisting of 1,000,000
shares of preferred stock,  $.001 par value per share, and 100,000,000 shares of
Common Stock, $.001 par value per share.

         (a) Preferred Stock.  The designations and the powers,  preferences and
rights, and the qualifications,  limitations and restrictions,  of the preferred
stock shall be as follows:

                  (1) The Board of Directors is expressly authorized at any time
and from time to time to provide for the issuance of shares of  preferred  stock
in one or more  series,  with such voting  powers,  full or limited,  or without
voting   powers  and  with  such   designations,   preferences   and   relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions  thereof,  as shall be stated and expressed in the resolution or
resolutions  providing for the issue  thereof  adopted by the Board of Directors
and as are not stated and expressed in these  Articles of  Incorporation  or any
amendment  thereto,  including  (but  without  limiting  the  generality  of the
foregoing) the following:

                  (i) The designation and number of shares of such series.

                  (ii) The dividend  rate of such  series,  the  conditions  and
dates upon which such  dividends  shall be payable,  the  preference or relation
which such dividends  shall bear to the dividends  payable on any other class or
classes or of any other series of capital  stock,  whether such dividends may be
paid in cash,  shares of  Common  Stock or  preferred  stock or in assets of the
corporation and whether such dividends shall be cumulative or noncumulative.


<PAGE>


                  (iii)  Whether the shares of such  series  shall be subject to
redemption  by the  corporation  and, if made  subject to such  redemption,  the
times, prices and other terms and conditions of such redemption.

                  (iv) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series.

                  (v)  Whether  or not  the  shares  of  such  series  shall  be
convertible into or exchangeable for shares of any other class or classes or for
any other  series of any class or classes of  capital  stock of the  corporation
and, if provision be made for conversion or exchange,  the times, prices, rates,
adjustments and other terms and conditions of such conversion or exchange.

                  (vi) The extent, if any, to which the holders of the shares of
such series  shall be entitled to vote as a class or  otherwise  with respect to
the election of the directors or otherwise.

                  (vii) The restrictions, if any, on the issue or reissue of any
additional preferred stock.

                  (viii) The rights of the  holders of the shares of such series
upon the  dissolution or winding up of, or upon the  distribution  of assets of,
the corporation.

         (2)  Designation  of  Series  B  Preferred  Stock.  582,973  shares  of
preferred stock have been designated  Series B Convertible  Preferred Stock, par
value $0.001 per share.  The  relative  preferences,  powers,  and rights of the
Series B Preferred Stock are as follows:

                  (i) Voting Rights.

                           (A) General.  Except as  otherwise  provided in these
Articles  of  Incorporation  or by law,  the  shares  of  Series  B  Convertible
Preferred  Stock shall vote  together with all other classes and series of stock
of  the  corporation  as a  single  class  on all  actions  to be  taken  by the
stockholders of the  corporation,  including but not limited to actions amending
the corporation's Articles of Incorporation to increase the number of authorized
shares of Common Stock. Each share of Series B Convertible Preferred Stock shall
entitle the holder thereof to such number of votes per share on each such action
as shall equal the number of shares of Common  Stock  (including  fractions of a
share)  into  which  each  share of  Series  B  Convertible  Preferred  Stock is
convertible.

                           (B)  Board  Seats.   The  holders  of  the  Series  B
Convertible  Preferred Stock,  voting as a separate class,  shall be entitled to
elect one (1)  director  of the  corporation.  At any  meeting  (or in a written
consent  in lieu  thereof)  held for the  purpose  of  electing  directors,  the
presence  in person or by proxy (or the  written  consent)  of the  holders of a
majority of the shares of Series B Convertible  Preferred Stock then outstanding
shall  constitute a quorum of the Series B Convertible  Preferred  Stock for the
election  of the  directors  to be  elected  solely by the  holders  of Series B
Convertible  Preferred  Stock.  A vacancy  in the  directorship  elected  by the
holders of Series B Convertible  Preferred Stock shall be filled only by vote or
written consent of the holders of Series B Convertible Preferred Stock.

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<PAGE>


                  (ii) Dividend Rights.  The holders of the Series B Convertible
Preferred  Stock shall be entitled to receive,  out of funds  legally  available
therefore, dividends, cumulative from the date of original issuance, at the rate
of  $0.257  per  share,  payable  to the  holders  of the  Series B  Convertible
Preferred  Stock  of  record,  on  an  annual  basis,  in  cash  (the  "Accruing
Dividends").  The  corporation  may  elect  to  withhold  distribution  of  such
dividends  for any  given  year.  Any  dividends  not paid will  accrue  without
interest  for the benefit of the holders of the Series B  Convertible  Preferred
Stock.  No dividend shall be paid on the  corporation's  preferred  stock (other
than the Series B Convertible Preferred Stock) or the corporation's Common Stock
at any time when shares of Series B Convertible Preferred Stock are outstanding.

                  (iii) Liquidation Rights. Upon any liquidation, dissolution or
winding up of the corporation,  whether voluntary or involuntary, the holders of
the shares of Series B  Convertible  Preferred  Stock are  entitled,  before any
distribution or payment is made upon any stock ranking on liquidation  junior to
the Series B Convertible Preferred Stock , to be paid an amount in cash equal to
the  greater of (A) $2.57 per share plus,  in the case of each share,  an amount
equal to all Accruing Dividends unpaid thereon (whether or not declared) and any
other  dividends  declared  but unpaid  thereon,  computed  to the date  payment
thereof  is made  available,  or (B) such  amount  per share as would  have been
payable had each share been  converted  to Common Stock  pursuant to  subsection
2(v)  immediately  prior to such  liquidation,  dissolution  or winding up (such
amount payable with respect to one share of Series B Convertible Preferred Stock
being sometimes  referred to as the  "Liquidation  Preference  Payment" and with
respect to all shares of Series B Convertible  Preferred  Stock being  sometimes
referred to as the "Liquidation Preference Payments"). If upon such liquidation,
dissolution or winding up of the corporation,  whether voluntary or involuntary,
the assets to be distributed among the holders of Series B Convertible Preferred
Stock  shall be  insufficient  to  permit  payment  to the  holders  of Series B
Convertible  Preferred Stock of the amount distributable as aforesaid,  then the
entire  assets of the  corporation  to be so  distributed  shall be  distributed
ratably among the holders of Series B Convertible Preferred Stock. Upon any such
liquidation,  dissolution or winding up of the corporation, after the holders of
Series  B  Convertible  Preferred  Stock  shall  have  been  paid  in  full  the
Liquidation  Preference Payment,  the remaining assets of the corporation may be
distributed  ratably  among the  holders of the  preferred  stock and the Common
Stock. Written notice of such liquidation,  dissolution or winding up, stating a
payment date, the amount of the  Liquidation  Preference  Payments and the place
where said Liquidation  Preference Payments shall be payable, shall be delivered
in person, mailed by certified or registered mail, return receipt requested,  or
sent by  telecopier  or telex,  not less than 20 days prior to the payment  date
stated  therein,  to the  holders  of record of Series B  Convertible  Preferred
Stock,  such notice to be  addressed to each such holder at its address as shown
by  the  records  of  the  corporation.  The  consolidation  or  merger  of  the
corporation  into or with any other  entity or  entities  which  results  in the
exchange  of  outstanding  shares of the  corporation  for  securities  or other
consideration  issued or paid or caused to be issued or paid by any such  entity
or affiliate  thereof (other than a merger to reincorporate the corporation in a
different  jurisdiction),  and the sale, lease,  abandonment,  transfer or other
disposition by the corporation of all or substantially all its assets,  shall be
deemed to be a liquidation,  dissolution or winding up of the corporation within
the meaning of the provisions of this subsection  2(iii).  For purposes  hereof,
the Common Stock shall rank on  liquidation  junior to the Series B  Convertible
Preferred Stock.

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<PAGE>


                  (iv)  Restrictions.  At any  time  when  shares  of  Series  B
Convertible  Preferred Stock are  outstanding,  except where the vote or written
consent  of the  holders  of a greater  number of shares of the  corporation  is
required  by law or by the  Articles  of  Incorporation,  and in addition to any
other vote  required  by law or by the  Articles of  Incorporation,  without the
approval of the holders of at least 50% of the then outstanding shares of Series
B  Convertible  Preferred  Stock,  given  in  writing  or by vote at a  meeting,
consenting  or  voting  (as  the  case  may  be)  separately  as a  series,  the
corporation will not:

                           (A) Creation of Equal or Superior  Stock.  (I) Create
or authorize the creation of any additional  class or series of shares of stock;
or (II) increase the  authorized  amount of the Series B  Convertible  Preferred
Stock; or (III) increase the authorized  amount of any class or series of shares
of stock;  or (IV) create or authorize any  obligation  or security  convertible
into shares of Series B Convertible  Preferred Stock or into shares of any other
class or series of stock,  whether any such creation,  authorization or increase
shall be by means of amendment to the  Articles of  Incorporation  or by merger,
consolidation  or otherwise  without the approval of the holders of at least 50%
of the then outstanding shares of Series B Convertible Preferred Stock, given in
writing or by vote at a meeting,  or  consenting  or voting (as the case may be)
separately as a series, which approval shall not be unreasonably  withheld (such
approval or denial to be based solely on the reasonably  judgment of the holders
of the Series B Convertible Preferred Stock);

                           (B) Amendment of Articles or Bylaws.  Amend, alter or
repeal  its  Articles  of  Incorporation  or  Bylaws  if  the  effect  would  be
detrimental  or adverse in any manner with  respect to the rights of the holders
of the Series B Convertible  Preferred Stock without the approval of the holders
of at least 50% of the then outstanding shares of Series B Convertible Preferred
Stock, given in writing or by vote at a meeting, or consenting or voting (as the
case may be) separately as a series,  which  approval shall not be  unreasonably
withheld (such approval or denial to be based solely on the reasonably  judgment
of the holders of the Series B Convertible Preferred Stock);

                           (C) Certain Distributions.  Purchase or set aside any
sums for the purchase of, or pay any dividend or make any  distribution  on, any
shares of stock other than the Series B Convertible  Preferred Stock, except for
(I) dividends or other distributions  payable on the corporation's  Common Stock
solely in the form of additional  shares of Common Stock,  and (II) the purchase
of shares of Common Stock from employees or former  employees of the corporation
who acquired such shares directly from the corporation, if each such purchase is
made  pursuant  to  contractual  rights  held  by the  corporation  relating  to
employment or  termination  of employment and the purchase price does not exceed
the  original  issue  price paid by such  employee to the  corporation  for such
shares,  unless the Board of Directors of the corporation shall have agreed to a
higher purchase price without the approval of the holders of at least 50% of the
then  outstanding  shares  of Series B  Convertible  Preferred  Stock,  given in
writing or by vote at a meeting,  or  consenting  or voting (as the case may be)
separately as a series, which approval shall not be unreasonably  withheld (such
approval or denial to be based solely on the reasonably  judgment of the holders
of the Series B Convertible Preferred Stock);

                           (D) Redemptions of Stock. Redeem or otherwise acquire
any shares of preferred  stock or Common  Stock or other equity  security of the


                                       4

<PAGE>

corporation  except  as  expressly  authorized  in  subsection  2(vi)  hereof or
pursuant  to a  purchase  offer  made pro rata to all  holders  of the shares of
Series B Convertible  Preferred  Stock on the basis of the  aggregate  number of
outstanding  shares of Series B  Convertible  Preferred  Stock then held by each
such  holder  without  the  approval  of the holders of at least 50% of the then
outstanding shares of Series B Convertible  Preferred Stock, given in writing or
by vote at a meeting, or consenting or voting (as the case may be) separately as
a series,  which approval shall not be  unreasonably  withheld (such approval or
denial to be based  solely on the  reasonably  judgment  of the  holders  of the
Series B Convertible Preferred Stock);

                           (E) Merger, Reorganization,  Dissolution, Etc. Effect
a merger,  reorganization or sale of the corporation or all or substantially all
of the corporation's assets, or effectuate a liquidation, dissolution or similar
event; or

                           (F) Reclassification or Recapitalization.
Effect a reclassification  or  recapitalization of the outstanding capital stock
of the corporation.

                  (v) Conversion.  The holders of shares of Series B Convertible
Preferred Stock shall have the following conversion rights:

                           (A)  Right  to  Convert.  Subject  to the  terms  and
conditions of this subsection  2(v), the holder of any share or shares of Series
B Convertible  Preferred  Stock shall have the right, at its option at any time,
to convert any such shares of Series B Convertible  Preferred Stock (except that
upon any liquidation of the corporation the right of conversion  shall terminate
at the close of  business  on the  business  day fixed for payment of the amount
distributable on the Series B Convertible  Preferred Stock, provided such amount
is timely  paid)  into such  number of fully  paid and  nonassessable  shares of
Common Stock as is obtained by (I)  multiplying the number of shares of Series B
Convertible  Preferred  Stock so to be converted by $1.285 and (II) dividing the
result by the conversion  price of $1.285 per share or, in case an adjustment of
such price has taken place pursuant to the further provisions of this subsection
2(v),  then by the  conversion  price as last adjusted and in effect at the date
any share or shares of Series B Convertible  Preferred Stock are surrendered for
conversion (such price, or such price as last adjusted, being referred to as the
"Conversion Price").  Such rights of conversion shall be exercised by the holder
thereof by giving  written  notice  that the  holder  elects to convert a stated
number of shares of Series B Convertible  Preferred  Stock into Common Stock and
by surrender of a certificate or certificates  for the shares so to be converted
to the  corporation  at its principal  office (or such other office or agency of
the  corporation as the  corporation  may designated by notice in writing to the
holders of Series B  Convertible  Preferred  Stock) at any time during its usual
business  hours on the date set forth in such notice,  together with a statement
of the name or names (with address) in which the certificate or certificates for
shares of Common Stock shall be issued.

                           (B)  Mandatory  Conversion.  All  shares  of Series B
Convertible  Preferred  Stock shall  automatically  convert  into such number of
shares of Common Stock as  determined  in  accordance  with  subsection  2(v)(A)
hereof upon the occurrence of a Qualified Initial Public Offering  ("QIPO").  In
addition, upon such occurrence of a QIPO, the accumulated amount of all Accruing
Dividends shall also be converted into shares of Common Stock in accordance with
the  provisions  of  subsection  2(v)(A).  A QIPO shall  mean an initial  public


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<PAGE>

offering of the  corporation's  Common Stock,  the  aggregate  proceeds of which
would exceed $25,000,000 at a price per share not less than $5.14.

                           (C)  Issuance  of   Certificates;   Time   Conversion
Effected.  Promptly  after the  receipt of the  written  notice  referred  to in
subsection  2(v)(A) and surrender of the  certificate  or  certificates  for the
share or shares of Series B Convertible  Preferred  Stock to be  converted,  the
corporation shall issue and deliver, or cause to be issued and delivered, to the
holder,  registered  in such  name  or  names  as  such  holder  may  direct,  a
certificate  or  certificates  for the  number of whole  shares of Common  Stock
issuable  upon the  conversion  of such share or shares of Series B  Convertible
Preferred Stock. To the extent permitted by law, such conversion shall be deemed
to have been  effected and the  Conversion  Price shall be  determined as of the
close of  business  on the date on which  such  written  notice  shall have been
received by the corporation  and the certificate or certificates  for such share
or shares shall have been surrendered as aforesaid,  and at such time the rights
of the holder of such share or shares of Series B  Convertible  Preferred  Stock
shall cease, and the person or persons in whose name or names any certificate or
certificates  for shares of Common Stock shall be issuable upon such  conversion
shall be deemed to have  become  the  holder or  holders of record of the shares
represented hereby.

                           (D) Fractional Shares; Dividends; Partial Conversion.
No fractional shares shall be issued upon conversion of the Series B Convertible
Preferred  Stock into Common  Stock and no payment or  adjustment  shall be made
upon any  conversion on account of any cash dividends on the Common Stock issued
upon such conversion. At the time of each conversion,  the corporation shall pay
in cash an amount equal to all dividends,  excluding Accruing Dividends, accrued
and unpaid on the shares of Series B Convertible Preferred Stock surrendered for
conversion  to the date upon  which such  conversion  is deemed to take place as
provided  in  subsection  2(v)(B).  In case the  number  of  shares  of Series B
Convertible  Preferred  Stock  represented by the  certificate  or  certificates
surrendered  pursuant  to  subsection  2(v)(A)  exceeds  the  number  of  shares
converted,  the corporation shall, upon such conversion,  execute and deliver to
the holder, at the expense of the corporation, a new certificate or certificates
for the number of shares of Series B Convertible  Preferred Stock represented by
the certificate or certificates  surrendered  which are not to be converted.  If
any  fractional  share of Common Stock would,  except for the  provisions of the
first sentence of this subsection 2(v)(D) be delivered upon such conversion, the
corporation,  in lieu of  delivering  such  fractional  share,  shall pay to the
holder  surrendering the Series B Convertible  Preferred Stock for conversion an
amount in cash equal to the current  market  price of such  fractional  share as
determined in good faith by the Board of Directors of the corporation.

                           (E)  Adjustment  of Price  upon  Issuance  of  Common
Stock. Except as provided in subsection 2(v)(F), if and whenever the corporation
shall issue or sell, or is, in accordance with  subsections  2(v)(E)(1)  through
(7),  deemed  to  have  issued  or  sold,  any  shares  of  Common  Stock  for a
consideration  per share less than the  Conversion  Price in effect  immediately
prior to the time of such  issue or sale,  then,  forthwith  upon such  issue or
sale, the Conversion  Price shall be reduced to the price determined by dividing
(I) an amount  equal to the sum of (a) the  number  of  shares  of Common  Stock
outstanding  immediately  prior  to such  issue or sale  multiplied  by the then
existing  Conversion Price and (b) the  consideration,  if any,  received by the
corporation  upon  such  issue or sale,  by (II) the  total  number of shares of
Common Stock outstanding immediately after such issue or sale.



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<PAGE>

         For purposes of this  subsection  2(v)(E),  the  following  subsections
2(v)(E)(1) to (E)(7) also shall be applicable:

                           (E)(1) Issuance of Rights or Options.  In case at any
time  the  corporation  shall  in  any  manner  grant  (whether  directly  or by
assumption in a merger or  otherwise)  any warrants or other rights to subscribe
for or to  purchase,  or any options for the  purchase  of,  Common Stock or any
stock or  security  convertible  into or  exchangeable  for Common  Stock  (such
warrants,  rights or options  being called  "Options"  and such  convertible  or
exchangeable stock or securities being called "Convertible  Securities") whether
or not such  Options or the right to convert or  exchange  any such  Convertible
Securities are immediately exercisable, and the price per share for which Common
Stock is issuable  upon the exercise of such Options or upon the  conversion  or
exchange of such  Convertible  Securities  (determined by dividing (I) the total
amount,  if any,  received or receivable by the corporation as consideration for
the granting of such Options,  plus the minimum  aggregate  amount of additional
consideration  payable to the corporation upon the exercise of all such Options,
plus, in the case of such Options which relate to  Convertible  Securities,  the
minimum aggregate amount of additional  consideration,  if any, payable upon the
issue or sale of such Convertible Securities and upon the conversion or exchange
thereof,  by (II) the total  maximum  number of shares of Common Stock  issuable
upon the exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options) shall be less
than  the  Conversion  Price  in  effect  immediately  prior  to the time of the
granting  of such  Options,  then the total  maximum  number of shares of Common
Stock issuable upon the exercise of such Options or upon  conversion or exchange
of the total maximum  amount of such  Convertible  Securities  issuable upon the
exercise of such Options  shall be deemed to have been issued for such price per
share  as of the  date of  granting  of such  Options  or the  issuance  of such
Convertible Securities and thereafter shall be deemed to be outstanding.  Except
as otherwise  provided in subsection  2(v)(E)(3),  no further  adjustment of the
Conversion  Price shall be made upon the actual issue of such Common Stock or of
such  Convertible  Securities  upon  exercise of such Options or upon the actual
issue of such Common  Stock upon  conversion  or  exchange  of such  Convertible
Securities.

                           (E)(2)  Issuance of Convertible  Securities.  In case
the corporation  shall in any manner issue (whether directly or by assumption in
a merger or otherwise) or sell any  Convertible  Securities,  whether or not the
rights to exchange or convert any such  Convertible  Securities are  immediately
exercisable,  and the price per share for which  Common  Stock is issuable  upon
such  conversion  or  exchange  (determined  by  dividing  (I) the total  amount
received or receivable by the corporation as consideration for the issue or sale
of such Convertible Securities,  plus the minimum aggregate amount of additional
consideration,  if any,  payable  to the  corporation  upon  the  conversion  or
exchange  thereof,  by (II) the total  maximum  number of shares of Common Stock
issuable  upon the  conversion or exchange of all such  Convertible  Securities)
shall be less than the Conversion Price in effect  immediately prior to the time
of such issue or sale,  then the total maximum  number of shares of Common Stock
issuable upon conversion or exchange of all such Convertible Securities shall be
deemed to have been  issued for such price per share as of the date of the issue
or sale of such  Convertible  Securities  and  thereafter  shall be deemed to be
outstanding,  provided  that (a)  except as  otherwise  provided  in  subsection
2(v)(E)(3), no further adjustment of the Conversion Price shall be made upon the
actual  issue  of  such  Common  Stock  upon  conversion  or  exchange  of  such
Convertible  Securities  and (b) if any such  issue or sale of such  Convertible
Securities is made upon exercise of any Options to purchase any such Convertible


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Securities for which  adjustments of the Conversion Price have been or are to be
made  pursuant  to other  provisions  of this  subsection  2(v)(E),  no  further
adjustment  of the  Conversion  Price  shall be made by reason of such  issue or
sale.

                           (E)(3)  Change in Option  Price or  Conversion  Rate.
Upon the happening of any of the following events,  namely if the purchase price
provided for in any Option referred to in subsection 2(v)(E)(1),  the additional
consideration,   if  any,  payable  upon  the  conversion  or  exchange  of  any
Convertible Securities referred to in subsections 2(v)(E)(1) or (2), or the rate
at which Convertible Securities referred to in subsections 2(v)(E)(1) or (2) are
convertible  into or  exchangeable  for Common  Stock  shall  change at any time
(including,  but not  limited  to,  changes  under or by  reason  of  provisions
designed to protect  against  dilution),  the Conversion  Price in effect at the
time of such event shall  forthwith be readjusted to the Conversion  Price which
would  have  been in  effect  at such  time  had  such  Options  or  Convertible
Securities  still   outstanding   provided  for  such  changed  purchase  price,
additional  consideration  or  conversion  rate, as the case may be, at the time
initially  granted,  issued or sold, but only if as a result of such  adjustment
the Conversion  Price then in effect  hereunder is thereby  reduced;  and on the
termination  of any such  Option or any such right to convert or  exchange  such
Convertible  Securities,  the Conversion  Price then in effect  hereunder  shall
forthwith be increased to the  Conversion  Price which would have been in effect
at the time of such  termination had such Option or Convertible  Securities,  to
the extent outstanding immediately prior to such termination, never been issued.

                           (E)(4) Stock Dividends. In case the corporation shall
declare  a  dividend  or make  any  other  distribution  upon  any  stock of the
corporation  (other than the Common Stock)  payable in Common Stock,  Options or
Convertible   Securities,   then  any  Common  Stock,   Options  or  Convertible
Securities,  as the  case  may be,  issuable  in  payment  of such  dividend  or
distribution shall be deemed to have been issued or sold without consideration.

                           (E)(5) Consideration for Stock. In case any shares of
Common  Stock,  Options or  Convertible  Securities  shall be issued or sold for
cash,  the  consideration  received  therefore  shall be deemed to be the amount
received  by the  corporation  therefore,  without  deduction  therefrom  of any
expenses incurred or any underwriting commissions or concessions paid or allowed
by the corporation in connection therewith.  In case any shares of Common Stock,
Options or Convertible  Securities  shall be issued or sold for a  consideration
other than cash, the amount of the consideration other than cash received by the
corporation  shall be  deemed  to be the fair  value  of such  consideration  as
determined in good faith by the Board of Directors of the  corporation,  without
deduction  of  any  expenses   incurred  or  any  underwriting   commissions  or
concessions paid or allowed by the corporation in connection therewith.  In case
any  Options  shall be  issued  in  connection  with the issue and sale of other
securities of the corporation,  together comprising one integral  transaction in
which no specific  consideration  is  allocated  to such  Options by the parties
thereto, such Options shall be deemed to have been issued for such consideration
as determined in good faith by the Board of Directors of the corporation.

                           (E)(6)  Record Date.  In case the  corporation  shall
take a record of the holders if its Common  Stock for the  purpose of  entitling
them (I) to receive a dividend or other  distribution  payable in Common  Stock,
Options or  Convertible  Securities or (II) to subscribe for or purchase  Common


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<PAGE>

Stock, Options or Convertible Securities,  then such record date shall be deemed
to be the date of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the  declaration of such dividend or the making of such
other  distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

                           (E)(7)  Treasury  Shares.  The  number  of  shares of
Common  Stock  outstanding  at any given time shall not include  shares owned or
held by or for the account of the  corporation,  and the disposition of any such
shares shall be  considered  an issue or sale of Common Stock for the purpose of
this subsection 2(v)(E).

                           (F) Certain Issues of Common Stock Excepted. Anything
herein to the contrary notwithstanding, the corporation shall not be required to
make any adjustment of the Conversion Price in the case of the issuance from and
after the date of filing of these  terms of the Series B  Convertible  Preferred
Stock of up to an  aggregate  of  1,000,000  shares  (appropriately  adjusted to
reflect the occurrence of any event  described in subsection  2(v)(G)) of Common
Stock  pursuant to the  corporation's  stock  option  plan,  plus such number of
shares of  Common  Stock  which are  repurchased  by the  corporation  from such
persons after such date pursuant to contractual  rights held by the  corporation
and at repurchase  prices not exceeding the respective  original purchase prices
paid by such persons to the corporation therefore. [

                           (G)  Subdivision or  Combination of Common Stock.  In
case the  corporation  shall at any time  subdivide  (by any stock split,  stock
dividend or  otherwise)  its  outstanding  shares of Common Stock into a greater
number of  shares,  the  Conversion  Price in effect  immediately  prior to such
subdivision  shall be  proportionately  reduced,  and,  conversely,  in case the
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares,  the Conversion  Price in effect  immediately  prior to such combination
shall be  proportionately  increased.  In the case of any such  subdivision,  no
further  adjustment  shall be made pursuant to  subsection  2(v)(E)(4) by reason
thereof.

                           (H)  Reorganization  or   Reclassification.   If  any
capital   reorganization  or  reclassification  of  the  capital  stock  of  the
corporation  shall be effected in such a way that  holders of Common Stock shall
be  entitled  to  receive  stock,  securities  or assets  with  respect to or in
exchange  for Common  Stock,  then,  as a condition  of such  reorganization  or
reclassification,  lawful and  adequate  provisions  shall be made  whereby each
holder  of a share or  shares  of Series B  Convertible  Preferred  Stock  shall
thereupon  have the  right to  receive,  upon the  basis  and upon the terms and
conditions  specified  herein  and  in  lieu  of  the  shares  of  Common  Stock
immediately  theretofore  receivable upon the conversion of such share or shares
of Series B Convertible  Preferred  Stock,  such shares of stock,  securities or
assets as may be issued or payable  with  respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
Common Stock  immediately  theretofore  receivable upon such conversion had such
reorganization  or  reclassification  not  taken  place,  and in any  such  case
appropriate provisions shall be made with respect to the rights and interests of
such holder to the end that the provisions hereof (including  without limitation
provisions  for  adjustments  of  the  Conversion  Price)  shall  thereafter  be
applicable,  as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise of such conversion rights.


                                       9
<PAGE>


                           (I) Notice of Adjustment.  Upon any adjustment of the
Conversion  Price,  then in each such case the  corporation  shall give  written
notice  thereof,  by delivery in person,  certified or registered  mail,  return
receipt  requested,  telecopier or telex,  addressed to each holder of shares of
Series B Convertible  Preferred  Stock at the address of such holder as shown on
the books of the  corporation,  which  notice shall state the  Conversion  Price
resulting from such  adjustment,  setting forth in reasonable  detail the method
upon which such calculation is based.

                           (J)  Other  Notices.  In  case at any  time:  (I) the
corporation  shall declare any dividend upon its Common Stock payable in cash or
stock or make any other  distribution  to the holders of its Common Stock;  (II)
the  corporation  shall  offer for  subscription  pro rata to the holders of its
Common Stock any additional shares of stock of any class or other rights;  (III)
there shall be any capital  reorganization  or  reclassification  of the capital
stock of the  corporation,  or a consolidation or merger of the corporation with
or into another entity or entities, or a sale, lease,  abandonment,  transfer or
other disposition of all or substantially all its assets; or (IV) there shall be
a  voluntary  or  involuntary  dissolution,  liquidation  or  winding  up of the
corporation;  then in any one or more of said cases, the corporation shall give,
by delivery in person,  certified or registered mail, return receipt  requested,
telecopier  or  telex,  addressed  to each  holder  of any  shares  of  Series B
Convertible  Preferred Stock at the address of such holder as shown on the books
of the  corporation,  (a) at least 20 days prior  written  notice of the date on
which the books of the  corporation  shall close or a record  shall be taken for
such dividend,  distribution or subscription rights or for determining rights to
vote in respect  of any such  reorganization,  reclassification,  consolidation,
merger, disposition,  dissolution, liquidation or winding up and (b) in the case
of   any   such   reorganization,   reclassification,   consolidation,   merger,
disposition,  dissolution,  liquidation  or  winding  up, at least 20 days prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance with the foregoing clause (a) shall also specify,  in the case of any
such  dividend,  distribution,  or  subscription  rights,  the date on which the
holders of Common Stock shall be entitled  thereto and such notice in accordance
with the  foregoing  clause (b) shall also specify the date on which the holders
of Common Stock shall be entitled to exchange  their Common Stock for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, disposition,  dissolution, liquidation or winding up, as
the case may be.

                           (K) Stock to be Reserved. The corporation will at all
times reserve and keep available out of its authorized Common Stock,  solely for
the purpose of issuance upon the  conversion  of Series B Convertible  Preferred
Stock as herein provided, such number of shares of Common Stock as shall then be
issuable upon the conversion of all  outstanding  shares of Series B Convertible
Preferred Stock. The corporation covenants that all shares of Common Stock which
shall  be so  issued  shall  be duly  and  validly  issued  and  fully  paid and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue  thereof,  and,  without  limiting the  generality of the  foregoing,  the
corporation covenants that it will from time to time take all such action as may
be  requisite  to assure that the par value per share of the Common  Stock is at
all times equal to or less than the Conversion  Price in effect at the time. The
corporation  will take all such  action as may be  necessary  to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or regulation,  or of any  requirement of any national  securities  exchange
upon which the Common  Stock may be listed.  The  corporation  will not take any
action which  results in any  adjustment  of the  Conversion  Price if the total


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<PAGE>

number of shares of Common  Stock  issued and  issuable  after such  action upon
conversion  of the Series B Convertible  Preferred  Stock would exceed the total
number  of  shares  of  Common  Stock  then   authorized   by  the  Articles  of
Incorporation.

                           (L) No Reissuance  of Series B Convertible  Preferred
Stock.  Shares of Series B Convertible  Preferred Stock which are converted into
shares of Common Stock as provided herein shall not be reissued.

                           (M) Issue  Tax.  The  issuance  of  certificates  for
shares of Common Stock upon  conversion of Series B Convertible  Preferred Stock
shall be made  without  charge to the holders  thereof for any  issuance  tax in
respect thereof,  provided that the corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery  of any  certificate  in a name  other  than that of the  holder of the
Series B Convertible Preferred Stock which is being converted.

                           (N) Closing of Books. The corporation will at no time
close its  transfer  books  against  the  transfer  of any Series B  Convertible
Preferred  Stock or of any shares of Common  Stock  issued or issuable  upon the
conversion of any shares of Series B Convertible  Preferred  Stock in any manner
which  interferes  with the  timely  conversion  of such  Series  B  Convertible
Preferred  Stock,  except as may otherwise be required to comply with applicable
securities laws.

                           (O)  Definition  of  Common  Stock.  As  used in this
subsection   2(v),   the  term  "Common   Stock"  shall  mean  and  include  the
corporation's   authorized   Common  Stock,  par  value  $0.001  per  share,  as
constituted  on the date of filing of these  terms of the  Series B  Convertible
Preferred  Stock,  and shall also include any capital  stock of any class of the
corporation  thereafter  authorized which shall not be limited to a fixed sum or
percentage  in respect of the rights of the holders  thereof to  participate  in
dividends or in the  distribution  of assets upon the  voluntary or  involuntary
liquidation,  dissolution  or winding up of the  corporation;  provided that the
shares  of  Common  Stock  receivable  upon  conversion  of  shares  of Series B
Convertible Preferred Stock shall include only shares designated as Common Stock
of the corporation on the date of filing of this  instrument,  or in case of any
reorganization or reclassification of the outstanding shares thereof, the stock,
securities or assets provided for in subsection 2(v)(H).

                  (vi) Redemption.  The shares of Series B Convertible Preferred
Stock shall be redeemed as follows:

                           (A) Mandatory Redemption. On the fifth anniversary of
the date hereof (the "Redemption  Date"),  the corporation  shall redeem any and
all outstanding shares of Series B Convertible Preferred Stock.

                           (B)  Redemption  Price  and  Payment.  The  shares of
Series B Convertible Preferred Stock to be redeemed on the Redemption Date shall
be redeemed  by paying for each share in cash an amount  equal to the greater of
(I) the Fair Market Value of the Series B Convertible  Preferred  Stock, or (II)
$2.57  per  share  plus,  in the  case of each  share,  an  amount  equal to all
dividends declared but unpaid thereon,  and all Accruing Dividends,  computed to


                                       11
<PAGE>

the Redemption  Date, such amount being referred to as the  "Redemption  Price."
Such  payment  shall be made in full on the  applicable  Redemption  Date to the
holders entitled  thereto.  For purposes hereof,  the "Fair Market Value" of the
Series B Convertible Preferred Stock shall be determined as follows:

                           (a) The  corporation and the holders of a majority of
the  Series B  Convertible  Preferred  Stock to be  repurchased  (the  "Majority
Holders")  shall  attempt in good faith to agree on the Fair Market Value of the
Series B Convertible Preferred Stock to be repurchased. Any agreement reached by
such persons  shall be final and binding on the  corporation  and all holders of
Series B Convertible Preferred Stock.

                           (b)  If  such   persons  are  unable  to  reach  such
agreement  within  30 days  after  the  giving  of any  Redemption  Notice,  the
corporation and the Majority Holders shall, within 10 days thereafter, choose an
arbitrator with experience in valuing companies such as the corporation.  If the
corporation  and the Majority  Holders are unable to agree on an arbitrator,  an
arbitrator with experience in valuing companies such as the corporation shall be
selected in accordance  with the  Commercial  Arbitration  Rules of the American
Arbitration  Association  as in effect from time to time (the "AAA Rules").  The
arbitration  will be conducted  under the AAA Rules,  as modified by any written
agreement  between the  corporation  and the Majority  Holders.  The corporation
agrees to supply the arbitrator with all information in its possession  which is
relevant to the valuation of the Series B Convertible Preferred Shares.

                           (c) Within 5 days of the date on which an  arbitrator
is chosen pursuant to clause (b) above, each of the corporation and the Majority
Holders  shall  submit to the  arbitrator  a proposed  dollar  valuation  of the
corporation's equity by valuing the corporation as a whole as if it were sold to
the highest bidder in an arm's length,  competitive  auction sale without regard
to any discount  for minority  position in the  corporation  (the  corporation's
proposed valuation, the "Corporation Amount", and the Majority Holders' proposed
valuation, the "Investor Amount").

                           (d)  The  arbitrator   shall   (independent   of  the
proposals submitted pursuant to clause (c) above) appraise the fair market value
of the corporation's  equity by valuing the corporation as a whole as if it were
sold to the highest bidder in an arm's length,  competitive auction sale without
regard  to  any  discount  for  minority  position  in  the  corporation  (as so
determined,  the "Arbitrator  Amount").  The arbitrator shall, within 30 days of
its retention,  provide the written results of such appraisal to the corporation
and the holders of the Series B Convertible  Preferred  Stock to be  repurchased
and such  determination  shall be final and binding on all parties  hereto.  The
"Final Valuation  Amount" shall be equal to (i) the Corporation  Amount,  if the
difference between the Arbitrator Amount and the Investor Amount is greater than
the difference  between the Arbitrator Amount and the Corporation  Amount,  (ii)
the Investor  Amount,  if the difference  between the Arbitrator  Amount and the
Investor  Amount is less than the difference  between the Arbitrator  Amount and
the  Corporation  Amount,  or (iii) the  Arbitrator  Amount,  if the  difference
between the Arbitrator Amount and the Investor Amount is equal to the difference
between the Arbitrator Amount and the Corporation Amount;  provided that for the
purposes of this  sentence when  determining  "the  difference"  between any two
amounts,  either such amount shall be subtracted from such other amount and "the
difference"  between such amounts  shall be the absolute  value of the result of
such  subtraction.  The Fair Market Value of the Series B Convertible  Preferred


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<PAGE>

Stock to be repurchased will be equal to the Final Valuation  Amount  multiplied
by the total  number of shares  of Series B  Convertible  Preferred  Stock to be
repurchased. Any party exercising the redemption right may at any time within 10
business days after  receiving  written notice of the appraisal  results rescind
its exercise of the redemption right by giving written notice of such revocation
to the  corporation  and upon such revocation the revoking party will be treated
as if it had not exercised the redemption right hereunder but shall be precluded
from  exercising the  redemption  right until the earlier of the 180th day after
such  revocation or the last date on which the redemption  right would otherwise
be  exercisable  hereunder.  The  costs of the  appraisal  shall be borne by the
corporation and the Majority  Holders as follows:  the Majority Holders shall be
responsible  for that  percentage of the costs of the appraisal equal to (I) the
difference  between the Investor Amount and the Arbitrator  Amount over (II) the
difference  between the  Investor  Amount and the  Corporation  Amount,  and the
corporation  shall  be  responsible  for  the  remainder  of  the  costs  of the
appraisal.

                           (C)  Redemption  Mechanics.  At  least 20 but no more
than 30 days prior to the  Redemption  Date,  written  notice  (the  "Redemption
Notice") shall be given by the  corporation by delivery in person,  certified or
registered mail, return receipt  requested,  telecopier or telex, to each holder
of record (at the close of business on the business day next  preceding  the day
on which the  Redemption  Notice  is  given)  of shares of Series B  Convertible
Preferred  Stock  notifying  such holder of the  redemption  and  specifying the
Redemption  Price, the Redemption Date, and the place where the Redemption Price
shall be payable. The Redemption Notice shall be addressed to each holder at his
address as shown by the records of the corporation.  From and after the close of
business on the Redemption  Date,  unless there shall have been a default in the
payment  of the  Redemption  Price,  all rights of holders of shares of Series B
Convertible  Preferred Stock (except the right to receive the Redemption  Price)
shall cease, and such shares shall not thereafter be transferred on the books of
the  corporation or be deemed to be outstanding for any purpose  whatsoever.  If
the funds of the  corporation  legally  available  for  redemption  of shares of
Series B Convertible  Preferred Stock on the Redemption Date are insufficient to
redeem the total number of shares of Series B Convertible  Preferred Stock to be
redeemed on such Redemption Date, the holders of such shares shall share ratably
in any funds legally  available for  redemption of such shares  according to the
respective  amounts  which would be payable to them if the full number of shares
to be redeemed on such  Redemption  Date were actually  redeemed.  The shares of
Series B Convertible Preferred Stock required to be redeemed but not so redeemed
shall remain  outstanding  and entitled to all rights and  preferences  provided
herein.  At any time  thereafter  when  additional  funds of the corporation are
legally  available  for the  redemption  of such shares of Series B  Convertible
Preferred  Stock,  such  funds will be used,  at the end of the next  succeeding
fiscal  quarter,  to redeem the balance of such shares,  or such portion thereof
for which funds are then legally available, on the basis set forth above.

                           (D)  Redeemed  or  Otherwise  Acquired  Shares  to be
Retired. Any shares of Series B Convertible Preferred Stock redeemed pursuant to
this  subsection  2(vi) or otherwise  acquired by the  corporation in any manner
whatsoever shall be cancelled and shall not under any circumstances be reissued;
and the corporation may from time to time take such appropriate corporate action
as may be necessary to reduce  accordingly  the number of  authorized  shares of
Series B Convertible Preferred Stock.


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<PAGE>


                  (vii) Amendments.  No provision of these terms of the Series B
Convertible  Preferred  Stock may be  amended,  modified  or waived  without the
written  consent or affirmative  vote of the holders of at least 50% of the then
outstanding shares of Series B Convertible Preferred Stock.

         (3) Except as  otherwise  required  by law and  except for such  voting
powers with  respect to the  election of  directors  or other  matters as may be
stated in the  resolutions  of the Board of  Directors  creating  any  series of
preferred  stock,  the  holders of any such  series  shall have no voting  power
whatsoever.

         (b) Common  Stock.  The holders of Common  Stock shall have and possess
all rights as shareholders of the  corporation,  including such rights as may be
granted elsewhere by these Articles of Incorporation,  except such rights may be
limited by the  preferences,  privileges and voting powers and the  restrictions
and limitations of the preferred stock.

         Subject to  preferential  dividend  rights,  if any,  of the holders of
preferred stock, dividends upon the Common Stock may be declared by the Board of
Directors and paid out of any funds legally available therefor at such times and
in such amounts as the Board of Directors shall determine.

         Dividends on shares of Common Stock and preferred  stock may be paid in
shares of Common Stock or preferred stock.

         The capital stock,  after the amount of the subscription price has been
paid in, shall not be subject to assessment to pay the debts of the corporation.

         Any  stock  of the  corporation  may be  issued  for  money,  property,
services  rendered,  labor done,  cash advances for the  corporation  or for any
other assets of value in  accordance  with the action of the Board of Directors,
whose judgment as to value received in return therefor shall be conclusive,  and
said stock when issued shall be fully paid and nonassessable.

         IN WITNESS  WHEREOF,  the  undersigned  officer of the  corporation has
executed these Articles of Amendment on this ______day of December, 2001.



                                        SOLAR SATELLITE COMMUNICATION, INC.

                                        By
                                          ----------------------------------
                                             Robert J. Guerra, President








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