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

     Pursuant  to  the  provisions  of Section 607.0602 of the Florida Statutes,
Indiginet,  Inc.,  a Florida profit corporation adopts the following Articles of
Amendment  to  its  Articles  of  Incorporation:

     FIRST.     The  Amendment  adopted.  Section  4.2  of  Article  IV,  of the
Company's Articles of Incorporation, as previously amended, is hereby amended to
read  in  its  entirety  as  follows:

     4.2     There  is  hereby  designated a series of the preferred stock to be
called  the  "Series  B  Preferred Stock" to consist of 50,000,000 shares and to
have  the  following  terms:

     1.     Dividends.  Except  as  provided  herein, the holders of outstanding
            ----------
shares of the Series B Preferred Stock shall be entitled to receive cash, stock,
or  other  property,  as  dividends  when,  as,  and if declared by the Board of
Directors  of  the  Company.  If  shares  of the Series B Preferred Stock or the
common  stock of the Company, no par value per share (the "Common Stock") are to
be  issued  as  a  dividend,  any  such  shares shall be issued at Market Value.
"Market  Value"  for  the  Common  Stock for the purposes of this Certificate of
Designation  shall  mean  the  average  of the bid and ask prices for the Common
Stock  for the five business days preceding the declaration of a dividend by the
Board  of  Directors.  "Market Value" with respect to any shares of the Series B
Preferred Stock shall be as determined by the Board of Directors, whose decision
shall  be  final  and  binding  on  all  parties.

     2.     Redemption Rights.   Subject to the applicable provisions of Florida
            ------------------
law,  the  Company,  at  the  option of its directors, and with the consent of a
majority of the stockholders of the Series B Preferred Stock, may at any time or
from  time  to  time  redeem  the  whole or any part of the outstanding Series B
Preferred  Stock.  Any  such redemption shall be pro rata with respect to all of
the  holders  of the Series B Preferred Stock. Upon redemption the Company shall
pay for each share redeemed the amount of $0.01 per share, payable in cash, plus
a  premium  to  compensate the original purchaser(s) for the investment risk and
cost  of  capital  equal to the greater of (a) $0.25 per share, or (b) an amount
per share equal to 50 percent of the market capitalization of the Company on the
date  of  notice  of  such redemption divided by the number of the shares of the
Series B Preferred Stock then issued and outstanding (the "Redemption Premium"),
the  redemption  amount and the Redemption Premium hereinafter being referred to
as  the  "Redemption  Price."

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series B Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal  office of the Company is located. Such notice shall state
the  date


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fixed for redemption and the redemption price, and shall call upon the holder to
surrender to the Company on said date at the place designated in the notice such
holder's  certificate or certificates representing the shares to be redeemed. On
or after the date fixed for redemption and stated in such notice, each holder of
Series  B  Preferred Stock called for redemption shall surrender the certificate
evidencing such shares to the Company at the place designated in such notice and
shall  thereupon be entitled to receive payment of the redemption price. If less
than  all  the  shares  represented  by  any  such  surrendered  certificate are
redeemed,  a new certificate shall be issued representing the unredeemed shares.
If  such  notice  of  redemption  shall have been duly given, and if on the date
fixed  for  redemption  funds  necessary  for  the redemption shall be available
therefor,  notwithstanding  that  the  certificates  evidencing  any  Series  B
Preferred  Stock  called  for  redemption  shall  not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  redemption  price  without  interest  upon  surrender  of  their
certificates  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series B Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute full payment of the shares to their
holders,  and  from and after the date of the deposit the shares shall no longer
be  outstanding  and  the  holders  thereof  shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right  to receive from the bank or trust company payment of the redemption price
of  the  shares  without  interest,  upon  the  surrender  of their certificates
therefor.  Any  interest accrued on any funds so deposited shall be the property
of,  and  paid  to,  the  Company. If the holders of Series B Preferred Stock so
called for redemption shall not, at the end of six years from the date fixed for
redemption  thereof,  have  claimed  any  funds so deposited, such bank or trust
company  shall  thereupon pay over to the Company such unclaimed funds, and such
bank  or  trust  company  shall  thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price.

     3.     Liquidation  Rights. Upon the dissolution, liquidation or winding up
            --------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series B Preferred Stock shall be entitled to receive out
of the assets of the Company the sum of $0.01 per share (the "Liquidation Rate")
before  any  payment  or  distribution shall be made on the Common Stock, or any
other  class  of  capital  stock  of  the Company ranking junior to the Series B
Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the  Company  into  or  with  any  other


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corporation,  or  the  merger  or consolidation of any other corporation into or
with  the Company, shall not be deemed a dissolution, liquidation or winding up,
voluntary  or  involuntary,  for  purposes  of  this  Paragraph  3.

          (b)     After  the  payment  to  the holders of shares of the Series B
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series B Preferred Stock, the holders of the Series B Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders of the Series B Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 3, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series B
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series  B  Preferred  Stock,  ratably,  in  proportion  to the full distributive
amounts  for  which  holders of all such parity shares are respectively entitled
upon  such  dissolution,  liquidation  or  winding  up:

     4.     Conversion  of  Series B Preferred Stock. At any time, the holder of
            -----------------------------------------
shares  of  the  Series B Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series B Preferred Stock into
shares  of the Common Stock. Such right to convert shall commence as of the date
the  shares  of  such  Series  B  Preferred Stock are issued to such holder (the
"Issue  Date")  and  shall  continue  thereafter  for a period of 10 years, such
period  ending  on the 10th anniversary of the Issue Date. In the event that the
holder of the Series B Preferred Stock elects to convert such shares into Common
Stock,  the  holder  shall have 60 days from the date of such notice in which to
tender  his  shares  of  Series  B  Preferred  Stock  to  the  Company. Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)     Conversion  Right.  Subject  to adjustment as provided herein,
                  ------------------
each  share  of  the Series B Preferred Stock shall be convertible into 10 fully
paid  and  nonassessable  shares  of  the  Common Stock (the "Conversion Rate").

          (b)      Adjustment of Conversion Rate for Dilution and Other  Events.
                   ------------------------------------------------------------
In  order  to prevent dilution of the rights granted to the holders of shares of
the  Series B Preferred Stock, the Conversion Rate will be subject to adjustment
from  time  to  time  as  follows:

               (i)     Adjustment  of  Conversion  Rate  upon  Subdivision  or
                       -------------------------------------------------------
Combination  of  the Common Stock. If the Company at any time subdivides (by any
---------------------------------
stock  split,  stock  dividend,  recapitalization or otherwise) the Common Stock
into a greater number of shares, the Conversion Rate in effect immediately prior
to  such subdivision will be proportionately reduced. If the Company at any time
combines  (by  combination,  reverse  stock split or otherwise) the Common Stock
into a smaller number of shares, the Conversion Rate in effect immediately prior
to  such  combination  will  be  proportionately  increased.

               (ii)     Reorganization, Reclassification, Consolidation, Merger,
                        --------------------------------------------------------
or  Sale. Any recapitalization, reorganization, reclassification, consolidation,
---------
merger,  or  other  similar


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<PAGE>
transaction which is effected in such a way that holders of the Common Stock are
entitled  to  receive  (either  directly  or upon subsequent liquidation) stock,
securities  or  assets  with  respect  to or in exchange for the Common Stock is
referred  to  herein  as  an  "Organic Change." Prior to the consummation of any
Organic  Change,  the  Company  will  make  appropriate  provision,  in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the  Series  B  Preferred Stock, to ensure that each of the holders of shares of
the  Series  B  Preferred  Stock  will  thereafter have the right to acquire and
receive  in  lieu  of  or  in addition to, as the case may be, the shares of the
Common  Stock  immediately  theretofore  acquirable  and  receivable  upon  the
conversion  of  such  holder's  Series  B Preferred Stock, such shares of stock,
securities  or assets as may be issued or payable with respect to or in exchange
for  the number of shares of the Common Stock immediately theretofore acquirable
and  receivable  upon  the  conversion  of  such holder's shares of the Series B
Preferred  Stock  had such Organic Change not taken place. In any such case, the
Company  will  make appropriate provision, in form and substance satisfactory to
the  holders  of  a majority of the outstanding shares of the Series B Preferred
Stock,  with  respect  to  such holders' rights and interests to ensure that the
provisions  of  this  paragraph  and  paragraph  4(c)  below  will thereafter be
applicable to the Series B Preferred Stock. The Company will not effect any such
consolidation  or merger, unless prior to the consummation thereof the successor
entity  resulting  from such consolidation or merger, if other than the Company,
assumes,  by  written  instrument,  in  form  and  substance satisfactory to the
holders of a majority of the outstanding shares of the Series B Preferred Stock,
me  obligation  to  deliver  to  each holder of shares of the Series B Preferred
Stock  such  shares  of  stock,  securities or assets as, in accordance with the
foregoing  provisions,  that  such  holder  may  be  entitled  to  acquire.

               (iii)     Notices.  Immediately  upon  any  adjustment  of  the
                         --------
Conversion Rate, the Company will give written notice of such adjustment to each
holder  of  shares  of the Series B Preferred Stock, setting forth in reasonable
detail  and certifying the calculation of such adjustment. The Company will give
written notice to each holder of shares of the Series B Preferred Stock at least
20  days  prior  to  the  date  on which the Company closes its books or takes a
record  with  respect  to any dividend or distribution upon the Common Stock, or
with  respect to any pro rata subscription offer to holders of the Common Stock.
The Company will also give written notice to each holder of shares of the Series
B  Preferred  Stock  at  least  20  days  prior to the date on which any Organic
Change,  dissolution  or  liquidation  will  take  place.

          (c)     Purchase  Rights. If at any time the Company grants, issues or
                  -----------------
sells any options, convertible securities or rights to purchase stock, warrants,
securities  or other property pro rata to the record holders of the Common Stock
(the  "Purchase  Rights"),  then each holder of shares of the Series B Preferred
Stock  will  be  entitled to acquire, upon the terms applicable to such Purchase
Rights,  the  aggregate Purchase Rights which such holder could have acquired if
such  holder  had  held the number of shares of the Common Stock acquirable upon
complete  conversion  of  the  holder's  shares  of the Series B Preferred Stock
immediately  before  the date on which a record is taken for the grant, issuance
or  sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue  or  sale  of  such  Purchase  Rights.

          (d)     Mechanics  of  Conversion.  To  convert shares of the Series B
                  --------------------------
Preferred  Stock  into  full  shares  of  the  Common  Stock  on  any  date (the
"Conversion  Date"),  the  holder  thereof  shall  (i)  deliver  or  transmit by
facsimile  to  the  Company,  for  receipt  on  or  prior  to  11:59


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<PAGE>
p.m., Pacific Time, on the Conversion Date, a copy of a fully executed notice of
conversion  in  the  form  attached  hereto  as  Attachment  A  (the "Conversion
                                                 -------------
Notice"),  and (ii) surrender to a common carrier for delivery to the Company as
soon  as  practicable  following  such date, the certificates (each a "Preferred
Stock  Certificate")  representing  the  shares  of the Series B Preferred Stock
being  converted,  or an indemnification undertaking with respect to such shares
in  the  case  of  the  loss,  theft  or destruction thereof, and the originally
executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a
Conversion  Notice,  the  Company  shall  immediately  send,  via  facsimile,  a
confirmation  of  receipt  of such Conversion Notice to such holder. Within five
business  days  of  the  Company's receipt of the originally executed Conversion
Notice  and the holder's Preferred Stock Certificate(s), the Company shall issue
and  surrender  to  a  common  carrier  for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
holder  or  its  designee, for the number of shares of the Common Stock to which
the  holder  is  entitled.

          (e)     Record  Holder.  The  person  or  persons  entitled to receive
                  ---------------
shares  of  the  Common Stock issuable upon conversion of shares of the Series B
Preferred  Stock  shall  be  treated  for  all  purposes as the record holder or
holders  of  such  shares  of  the  Common  Stock  on  the  Conversion  Date.

          (f)     Fractional  Shares. The Company shall not be required to issue
                  -------------------
any  fraction  of a share of the Common Stock upon any conversion. All shares of
the  Common Stock, including fractions thereof, issuable upon conversion of more
than  one share of the Series B Preferred Stock shall be aggregated for purposes
of determining whether the conversion would result in the issuance of a fraction
of  a  share of the Common Stock. If, after such aggregation, the issuance would
result  in  the  issuance  of  a  fraction  of it share of the Common Stock, the
Company  shall  round such fraction of a share of the Common Stock up or down to
the  nearest  whole  share.

          (g)     Reissuance  of  Certificates.  In the event of a conversion of
                  -----------------------------
less  than  all  of  the shares of the Series B Preferred Stock represented by a
particular  Preferred  Stock Certificate, the Company shall promptly cause to be
issued and delivered to the holder of such Series B Preferred Stock a new Series
B  Preferred Stock Certificate representing the remaining shares of the Series B
Preferred  Stock  which  were  not  corrected.

     5.     Reservation  of  Shares.  The  Company  shall, so long as any of the
            ------------------------
shares  of  the  Series  B  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series B
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the  Series  B  Preferred  Stock.

     6.     Preferred Status. The rights of the shares of the Common Stock shall
            -----------------
be  subject to the preferences and relative rights of the shares of the Series B
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series B Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series B Preferred
Stock  in


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<PAGE>
respect  of  the  preferences  as  to  distributions  and  payments  upon  the
liquidation,  dissolution and winding up of the Company described in Paragraph 3
above.

     7.     Restriction  on Dividends.   If any shares of the Series B Preferred
            --------------------------
Stock  are outstanding, the Company shall not, without the prior written consent
of  the holders of not less than two-thirds (2/3) of the then outstanding shares
of the Series B Preferred Stock, directly or indirectly declare, pay or make any
dividends or other distributions upon any of the Common Stock.   Notwithstanding
the  foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as  the  Company  simultaneously  pays  each  holder  of  shares of the Series B
Preferred  Stock  an  amount  in cash equal to the amount such holder would have
received  had  all  of such holder's shares of the Series B Preferred Stock been
converted  to shares of the Common Stock on the business day prior to the record
date  for  any  such  dividend.

     8.     Vote  to Change the Terms of the Series B Preferred Stock.   Without
            ----------------------------------------------------------
the  prior  written  consent of the holders of not less than two-thirds (2/3) of
the  outstanding  shares  of the Series B Preferred Stock, the Company shall not
amend,  alter, change or repeal any of the powers, designations, preferences and
rights  of  the  Series  B  Preferred  Stock.

     9.     Lost  or  Stolen  Certificates.    Upon  receipt  by  the Company of
            -------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation of any Preferred Stock Certificates representing shares of the Series
B  Preferred  Stock,  and,  in  the  case  of loss, theft or destruction, of any
indemnification  undertaking or bond, in the Company's discretion, by the holder
to  the  Company and, in the case of mutilation, upon surrender and cancellation
of the Preferred Stock Certificate(s), the Company shall execute and deliver new
Series  B  Preferred  Stock  Certificate(s)  of  like  tenor and date; provided,
however,  the  Company  shall  not  be  obligated   to   re-issue   Series   B
Preferred   Stock   Certificates   if  the   holder   thereof  contemporaneously
requests the Company to convert such shares of the Series B Preferred Stock into
the  Common  Stock.

     10.     Voting.  On  all  matters submitted to a vote of the holders of the
             -------
Common Stock, including, without limitation, the election of directors, a holder
of  shares  of  the  Series B Preferred Stock shall be entitled to the number of
votes  on  such  matters equal to the number of shares of the Series B Preferred
Stock held by such holder multiplied by the number of shares of the Common Stock
each  such  share of the Series B Preferred Stock shall then be convertible into
pursuant  to  the  terms  Paragraph  4  hereof.


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<PAGE>
     SECOND.    The  date  of  the  Amendment  is  January  11,  2005.

     THIRD.     The  Amendment  was duly adopted by the Directors of the Company
and  shareholder  approval  was  not  required.

     Signed  this  11th  day  of  January,  2005.


                                                  INDIGINET,



                                                  By /s/ Mark Ellis
                                                    ---------------------------
                                                    Mark  Ellis,  President


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<PAGE>
                                  ATTACHMENT A
                                 INDIGINET,INC.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant  to  the  provisions of the Articles of
Amendment  Establishing  Series  B  Preferred  Stock  of  Indiginet,  Inc.,  the
undersigned  hereby elects to convert the number of shares of Series B Preferred
Stock,  no  par  value  per share, of Indiginet, Inc. (the "Company"), indicated
below  into  shares  of  the  Common  Stock, no par value per share (the "Common
Stock"),  of  the Company, by tendering the stock certificates) representing the
shares) of the Series B Preferred Stock specified below as of the date specified
below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned upon conversion of shares of the Series B Preferred Stock may not be
sold,  pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration  is not required. A legend in substantially the following farm will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series B Preferred Stock:

          THE  SECURITIES  REPRESENTED  BY THIS INSTRUMENT OR DOCUMENT
          HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  AND  HAVE  NOT  BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
          THE  SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION,
          SUCH  SECURITIES  MAY  NOT BE SOLD, PLEDGED, HYPOTHECATED OR
          OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF
          AN  OPINION  OF  COUNSEL  SATISFACTORY  TO  THE COMPANY THAT
          REGISTRATION  IS  NOT  REQUIRED  FOR  SUCH  TRANSFER  OR THE
          SUBMISSION  TO  THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
          SATISFACTORY  TO  THE  COMPANY  TO  THE EFFECT THAT ANY SUCH
          TRANSFER  SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
          1933,  AS  AMENDED,  THE SECURITIES LAW OF ANY STATE, OR ANY
          RULE  OR  REGULATION  PROMULGATED  THEREUNDER.


Date  of  Conversion:
                     ------------------

Number of shares of the Series' B Preferred Stock to be converted:

--------------------------------------

Stock  certificate  no(s).  of  the shares cf the Series B Preferred Stock to be
converted:

------------------------

Conversion  Rate:
                 --------------------------------


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<PAGE>
Number of shares of the Common Stock to be issued:

-------------------------------------------

Name  in  which  shares  of  the  Common  Stock  are  to  be  issued:

--------------------------------------



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Signature


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Printed  Name  and  Address


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