****
```
                                                                         EXHIBIT 3.2

                              ARTICLES OF AMENDMENT

         (Pursuant to Sections 607.0601 of the Business Corporation Act
                            of the State of Florida)

         High Speed Net Solutions, Inc. (the "Corporation"), a corporation
organized and existing under the laws of the State of Florida, hereby certifies
as follows:

         1. The name of the corporation is High Speed Net Solutions, Inc.

         2. The terms and  provisions of Statement Of Rights and  Preferences of
8% Series A Convertible Preferred Stock have been duly approved by written
consent of the board of directors of the Corporation pursuant to Section 607.601
of the Florida General Corporation Act.

         3. The text of the resolution establishing and designating the 8%
Series A Convertible Preferred Stock, and fixing and determining the relative
rights and preferences of the 8% Series A Convertible Preferred Stock is
attached hereto as EXHIBIT A.

         IN WITNESS WHEREOF, the Corporation has caused this statement relating
to the Statement of Rights and Preferences of 8% Series A Convertible Preferred
Stock to be executed in its name and on its behalf by its President and attested
to by its Secretary this 24th day of February, 2000, hereby declaring and
certifying that this is the act and deed of the Corporation and that the
statements contained herein are affirmed as true under penalties of perjury.

                                        HIGH SPEED NET SOLUTIONS, INC.
[CORPORATE SEAL]
                                        By: /s/ Andrew Fox
ATTEST:                                     Andrew Fox, Acting President
By: /s/ Alan Kleinmaier
    Alan Kleinmaier, Secretary
```

----

```
                                                       Exhibit A to Exhibit 3.2

                                    EXHIBIT A

                                 WRITTEN CONSENT
                            OF THE BOARD OF DIRECTORS
                                       OF
                         HIGH SPEED NET SOLUTIONS, INC.

         The undersigned, being all of the Directors of High Speed Net
Solutions, Inc., a Florida corporation, (the "Corporation"), do hereby adopt the
following resolutions by signing their written consent hereto, which action by
written consent is taken in lieu of holding a special meeting of the Board of
Directors of the Corporation:

                      APPROVAL OF THE ARTICLES OF AMENDMENT

         WHEREAS, the Directors of the Corporation have been presented with the
form of a Statement of Rights and Preferences of the 8% Series A Convertible
Preferred Stock (the "Statement"), a copy of which is attached hereto which
describes the terms of the 8% Series A Convertible Preferred Stock; and

         WHEREAS,  the Directors of the Corporation believe that the adoption of
the Statement is in the best interests of the Corporation;

         NOW, THEREFORE, BE IT RESOLVED, that the Statement be, and hereby is,
approved and adopted in the form attached hereto; and

         RESOLVED, FURTHER, that the officers of the Corporation be, and hereby
are, authorized to execute a Statement of Rights of Preferred Stock of the
Corporation and to file such Certificate with the Department of State of the
State of Florida as is required by the Florida General Corporation Act.

         These actions and resolutions are effective as of the 24th day of
February, 2000. This written consent may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

----------------------------------          ----------------------------------
Rick Seifert                                William Bradford Silvernail

----------------------------------          ----------------------------------
Andrew Fox                                  Dr. Bjorn Jawerth

                              ALL OF THE DIRECTORS
```

----

```
                   STATEMENT OF RIGHTS AND PREFERENCES OF THE
                     8% SERIES A CONVERTIBLE PREFERRED STOCK
                        OF HIGH SPEED NET SOLUTIONS, INC.

1.       NUMBER AND DESIGNATION. A series consisting initially of Ten Thousand
         (10,000) shares of the authorized preferred stock of the corporation,
         no par value, is designated "8% Series A Convertible Preferred Stock"
         (the "Series A Preferred Stock"). The number of shares of Series A
         Preferred Stock shall not be increased but may be decreased from time
         to time by resolution of the Board of Directors; PROVIDED, that the
         number of authorized shares of Series A Preferred Stock shall be
         increased by the number of shares of Series A Preferred Stock issued in
         respect of dividends pursuant to Section 3(b) hereof.

2.       RANKING. For purposes of this Statement of Rights and Preferences, any
         stock of any class or classes of the corporation shall be deemed to
         rank:

                  (a) prior to the Series A Preferred Stock, either as to
         dividends or upon liquidation, if the holders of such class or classes
         shall be entitled to the receipt of dividends or of amounts
         distributable upon dissolution, liquidation or winding up of the
         corporation, as the case may be, in preference or priority to the
         holders of Series A Preferred Stock (such stock is hereinafter referred
         to as "Senior Stock");

                  (b) on a parity with Series A Preferred Stock, either as to
         dividends or upon liquidation, whether or not the dividend rates,
         dividend payment dates or redemption or liquidation prices per share or
         sinking fund provisions, if any, shall be different from those of
         Series A Preferred Stock, if the holders of such stock shall be
         entitled to the receipt of dividends or of amounts distributable upon
         dissolution, liquidation or winding up of the corporation, as the case
         may be, without preference or priority, one over the other, as between
         the holders of such stock and the holders of Series A Preferred Stock
         (such stock is hereinafter referred to as "Parity Stock"); or

                  (c) junior to Series A Preferred Stock, either as to dividends
         or upon liquidation, if such class shall be the common stock, $.001 par
         value, of the corporation (the "Common Stock") or if the holders of
         Series A Preferred Stock shall be entitled to receipt of dividends or
         of amounts distributable upon dissolution, liquidation or winding up of
         the corporation, as the case may be, in preference or priority to the
         holders of shares of such class or classes (such stock is hereinafter
         referred to as "Junior Stock").

                                       1
```

----

```
3.       DIVIDEND AND DISTRIBUTIONS.

                  (a) For each semi-annual dividend period (a "Dividend Period")
         dividends payable on each share of Series A Preferred Stock shall be
         payable at a rate of 8% per annum of the initial liquidation preference
         of $1,000 per share divided by two. Each Dividend Period shall commence
         on the April 1 and October 1 following the last day of the preceding
         Dividend Period and shall end on and include the day next preceding the
         first day of the next Dividend Period. Dividends shall be cumulative
         from the date of original issue and shall be payable, when, as and if
         declared by the Board of Directors or by a duly authorized committee
         thereof, on March 31 and September 30 of each year, commencing on
         September 30, 2000. Each such dividend shall be paid to the holders of
         record of shares of Series A Preferred Stock as they appear on the
         stock register of the corporation on such record date, not exceeding 45
         days preceding the payment date thereof, as shall be fixed by the Board
         of Directors of the corporation or by a duly authorized committee
         thereof. Dividends on account of arrears for any past Dividend Periods
         may be declared and paid at any time, without reference to any regular
         dividend payment date, to holders of record on such date, not exceeding
         45 days preceding the payment date thereof, as may be fixed by the
         Board of Directors of the corporation or by a duly authorized committee
         thereof.

                  (b) Dividends payable on shares of Series A Preferred Stock
         for any period greater or less than a full Dividend Period, shall be
         computed on the basis of a 360-day year consisting of twelve 30-day
         months and the actual number of days elapsed in the period.
         Notwithstanding paragraph (a) of this Section 3, any dividends payable
         on the shares of Series A Preferred Stock may be paid in additional
         shares of Series A Preferred Stock at the option of the corporation.
         The corporation shall pay such dividend by issuing to such holder of
         Series A Preferred Stock additional shares of Series A Preferred Stock
         having an aggregate initial liquidation preference equal to the amount
         of cash dividends otherwise payable to such holder.

                  (c) No full dividends shall be declared or paid or set apart
         for payment on the Preferred Stock of any series ranking, as to
         dividends, on a parity with or junior to the Series A Preferred Stock
         for any period unless full cumulative dividends have been or
         contemporaneously are declared and paid or declared and a sum
         sufficient for the payment thereof set apart for such payment on the
         Series A Preferred Stock for all Dividend Periods terminating on or
         prior to the date of payment of such full cumulative dividends. When
         dividends are not paid in full, as aforesaid, upon the shares of Series
         A Preferred Stock and any other series of Parity Stock, all dividends
         declared upon shares of this Series and such other series of Parity
         Stock shall be declared pro rata so that the amount of dividends
         declared per share on the Series A Preferred Stock and such other
         Parity Stock shall in all cases bear to each other the same ratio that

                                       2
```

----

```
         accrued and unpaid dividends per share on the shares of Series A
         Preferred Stock and such other Parity Stock bear to each other. Holders
         of shares of Series A Preferred Stock shall not be entitled to any
         dividend, whether payable in cash, property or stock, in excess of full
         cumulative dividends, as herein provided, on the Series A Preferred
         Stock. No interest, or sum of money in lieu of interest, shall be
         payable in respect of any dividend payment or payments on the Series A
         Preferred Stock which may be in arrears.

                  (d) So long as any shares of Series A Preferred Stock are
         outstanding, no dividend (other than a dividend in Common Stock or in
         any other stock ranking junior to this series as to dividends and upon
         liquidation and other than as provided in paragraph (c) of this Section
         3) shall be declared or paid or set aside for payment or other
         distribution declared or made upon the Common Stock or upon any other
         stock ranking junior to or on a parity with this Series as to dividends
         or upon liquidation, nor shall any Common Stock or any other stock of
         the corporation ranking junior to or on a parity with this Series as to
         dividends or upon liquidation be redeemed, purchased or otherwise
         acquired for any consideration (or any moneys be paid to or made
         available for a sinking fund for the redemption of any shares of any
         such stock) by the corporation (except by conversion into or exchange
         for stock of the corporation ranking junior to the Series A Preferred
         Stock as to dividends and upon liquidation) unless, in each case, the
         full cumulative dividends on all outstanding shares of Series A
         Preferred Stock shall have been paid in cash or shares of Series A
         Preferred Stock or declared and set aside for payment for all past
         Dividend Periods.

4.       VOTING RIGHTS.

                  (a) Except as otherwise expressly provided herein or as
         required by law, the holders of each share of Series A Preferred Stock
         shall not be entitled to vote on matters submitted to shareholders for
         voting. However, the approval of holders of a majority of the
         outstanding shares of Series A Preferred Stock shall be required prior
         to the corporation's issuing any shares of a class of preferred stock
         that ranks senior to the Series A Preferred Stock. The corporation may
         not amend or alter any provision of this Statement of Rights and
         Preferences without the approval of the holders of a majority of the
         outstanding Series A Preferred Stock.

5.       RIGHT TO CONVERT. Each share of Series A Preferred Stock shall be
         convertible, at the option of the holder thereof, at any time after the
         date of issuance of such share at the office of the corporation or any
         transfer agent for such stock, into such number of fully paid and
         nonassessable shares of Common Stock as is equal to the Liquidation
         Preference on the date of conversion divided by $14.24, as adjusted
         pursuant to Section 5(e) below (the "Conversion Price").

                  (a) MECHANICS OF CONVERSION. To convert shares of Series A
         Preferred Stock into shares of Common Stock, the holder of such shares
         of Series A Preferred Stock shall (A) surrender the certificate or
         certificates therefor, duly endorsed, at the office of the corporation
         or of any transfer agent for such stock, (B) give written notice to the

                                       3
```

----

```
         corporation at such office that it elects to convert the same, and (C)
         state therein the name or names in which it wishes the certificate or
         certificates for shares of Common Stock to be issued. The corporation
         shall, as soon as practicable thereafter and at its expense, issue and
         deliver to such holder a certificate or certificates for the number of
         shares of Common Stock to which such holder is entitled. Such
         conversion shall be deemed to have been made immediately prior to the
         close of business on the date of 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.

                  (b) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
         corporation shall at all times reserve and keep available out of its
         authorized but unissued shares of Common Stock, free of preemptive
         rights, 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 corporation will 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 purpose, including,
         without limitation, engaging in best efforts to obtain the requisite
         shareholder approval of any necessary amendment to these Articles of
         Incorporation.

                  (c) FRACTIONAL SHARES. No fractional share shall be issued
         upon the conversion of any share or shares of Series A Preferred Stock.
         All shares of Common Stock (including fractions thereof) issuable upon
         conversion of more than one share of Series A Preferred Stock by a
         holder thereof shall be aggregated for purposes of determining whether
         the conversion would result in the issuance of any fractional share.
         If, after the aforementioned aggregation, the conversion would result
         in the issuance of a fraction of a share of Common Stock, the
         corporation shall, in lieu of issuing any fractional share, pay the
         holder otherwise entitled to such fraction a sum in cash equal to the
         same fraction of the fair market value per share as of the date of
         conversion.

                  (d) NO IMPAIRMENT. The corporation will not, by amendment of
         its Articles of Incorporation or through any reorganization, transfer
         of assets, consolidation, merger, share exchange, 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 corporation, including without limitation
         the adjustments required under this Section 5, and will at all times in
         good faith assist in the carrying out of all the provisions of this
         Section 5 and in the taking of all such action as may be necessary or
         appropriate in order to protect the conversion rights of the holders of
         Series A Preferred Stock set forth in this Section 5 against
         impairment.

                                       4
```

----

```
                   (e) ADJUSTMENT TO CONVERSION PRICE. The Conversion Price
        shall be adjusted as follows:

                           (i) If, at any time during the period when the Series
                  A Preferred Stock remains outstanding, the corporation shall
                  declare and pay on shares of Common Stock a dividend payable
                  in shares of Common Stock or shall split the then outstanding
                  shares of Common Stock into a greater number of shares, then
                  the number of shares of Common Stock which the holders of the
                  Series A Preferred Stock would receive upon conversion
                  thereof, as in effect at the time of taking of a record for
                  such dividend or at the time of such stock split, shall be
                  proportionately increased and the Conversion Price shall be
                  proportionately decreased, and conversely, if at any time the
                  corporation shall contract or reduce the number of outstanding
                  shares of Common Stock by combining such shares into a smaller
                  number of shares, then the number of shares which may be
                  purchased upon the conversion of the Series A Preferred Stock
                  at the time of such action shall be proportionately decreased
                  as of such time, and the Conversion Price shall be
                  proportionately increased.

                           (ii) Whenever the Conversion Price shall be adjusted
                  as provided in this Section 5(e), the corporation shall as
                  soon as practicable thereafter file at its principal office, a
                  statement signed by its Chief Financial Officer, showing in
                  reasonable detail the basis for such adjustment and the actual
                  Conversion Price that shall be in effect after such adjustment
                  and shall cause a copy of such statement to be sent to the
                  holders of the Series A Preferred Stock at their addresses on
                  the books and records of the corporation.

                  (f) CHANGES IN COMMON STOCK. In case at any time the
         corporation shall initiate any transaction or be a party to any
         transaction (including, without limitation, a merger, consolidation,
         share exchange, sale, lease or other disposition of all or
         substantially all of the corporation's assets, charter amendment,
         recapitalization or reclassification of the Common Stock) in connection
         with which the previously outstanding Common Stock shall be changed
         into or exchanged for different securities of the corporation or
         capital stock or other securities of another corporation or interests
         in a non-corporate entity or other property (including cash) or any

                                       5
```

----

```
         combination of the foregoing (each such transaction being herein called
         a "Transaction"), then, as a condition of the consummation of the
         Transaction, lawful, enforceable and adequate provision shall be made
         so that the holders of Series A Preferred Stock shall be entitled to
         receive upon conversion of their shares of Series A Preferred Stock at
         any time on or after the consummation of the Transaction, in lieu of
         the shares of Common Stock issuable upon such conversion prior to such
         consummation, the securities or other property (including cash) to
         which such holders of Series A Preferred Stock would have been entitled
         upon consummation of the Transaction if such holders had converted
         their shares of Series A Preferred Stock immediately prior thereto
         (subject to adjustments from and after the consummation date as nearly
         equivalent as possible to the adjustments provided for in this Section
         5). The corporation will not effect any Transaction unless prior to the
         consummation thereof each corporation or entity (other than the
         corporation) which may be required to deliver any securities or other
         property upon the conversion of Series A Preferred Stock as provided
         herein shall assume, by written instrument delivered to the holders of
         Series A Preferred Stock, the obligation to deliver to such holders
         such securities or other property as in accordance with the foregoing
         provisions such holders may be entitled to receive.

                  (g) OTHER ACTION AFFECTING COMMON STOCK. In case at any time
         or from time to time the corporation shall take any action affecting
         the Common Stock, other than an action described in Section 5(f)
         hereof, then, unless in the opinion of the Board of Directors of the
         corporation such action will not have a material adverse effect upon
         the rights of the holders of Series A Preferred Stock (taking into
         consideration, if necessary, any prior actions which the Board of
         Directors deemed not to materially adversely affect the rights of the
         holders), the conversion formula set forth in Section 5(a) shall be
         adjusted in such manner and at such time as the Board of Directors of
         the corporation may in good faith determine to be equitable in the
         circumstances.

                  (h) Any shares of Series A Preferred Stock which shall at any
         time have been converted pursuant to this Section 5 shall, after such
         conversion, have the status of authorized but unissued shares of
         preferred stock, without designation as to series until such shares are
         once more designated as part of a particular series by the Board.

6.       LIQUIDATION PREFERENCE.

                  (a) SERIES A PREFERRED STOCK. In the event of any liquidation,
         dissolution or winding up of the corporation, either voluntary or
         involuntary, the holders of the Series A Preferred Stock shall be
         entitled to receive, prior and in preference to any distribution of any
         of the assets or surplus funds of the corporation to the holders of any
         stock ranking junior to the Series A Preferred Stock, an amount equal
         to $1,000 per share plus the amount of accrued and unpaid dividends
         thereon (the "Liquidation Preference")(such Liquidation Preference to
         be adjusted for any combinations, consolidations, stock distributions
         or stock dividends with respect to shares of the Series A Preferred
         Stock). Upon the occurrence of any such liquidation, dissolution or
         winding up of the corporation, the funds and assets of the corporation
         shall be used first to repay all indebtedness and other obligations,
         then to pay the liquidation preferences of any Senior Stock and then to
         pay the liquidation preferences of Series A Preferred Stock and Parity
         Stock. If the assets and funds to be distributed among the holders of
         the Series A Preferred Stock and the holders of Parity Stock shall be
         insufficient to permit the payment to such holders of the full
         liquidation preference, then the entire assets and funds of the
         corporation legally available for distribution (after payment of any
         amounts due and owing to holders of any Senior Stock) shall be
         distributed ratably among the holders of Series A Preferred Stock and
         any Parity Stock based upon the relative liquidation preferences of the
         Series A Preferred Stock and shares of Parity Stock then held by them.

                                       6
```

----

```
         Any funds or assets legally available for distribution after payment in
         full of the liquidation preferences of the Series A Preferred Stock and
         any Parity Stock shall be distributed among the holders of Junior Stock
         in accordance with the liquidation rights of the Junior Stock.

                  (b) CONSOLIDATION, MERGER, ETC. NOT A LIQUIDATION. The
         consolidation or merger of the corporation with or into any other
         entity, the acquisition of the capital stock of the corporation in a
         share exchange or the sale, lease or other disposition of all or
         substantially all of the assets, property or business of the
         corporation shall not be deemed to be a liquidation, dissolution or
         winding up of the corporation within the meaning of this Section 6.

                  (c) VALUATION OF SECURITIES. Any securities to be distributed
         pursuant to this Section 6 in a liquidation, dissolution or winding up
         of the corporation shall be the fair market value thereof, as
         determined in good faith by the Board of Directors of the corporation.

                  (d) NOTICE. Written notice (the "Notice") of any such
         liquidation, dissolution or winding up of the corporation within the
         meaning of this Section 6, which states the payment date, the place
         where said payments shall be made and the date on which conversion
         rights (as defined in Section 5) terminate as to such shares (which
         shall be not less than 20 days after the date such notice is given),
         shall be given by first class mail, postage prepaid, or by telecopy,
         facsimile or recognized overnight courier, not less than 30 nor more
         than 60 days prior to the payment date stated therein, to the then
         holders of record of Series A Preferred Stock and Common Stock, such
         Notice to be addressed to each such holder at its address as shown on
         the records of the corporation.

7.       REDEMPTION RIGHTS.

                  (a) The corporation shall have the right at any time after
         March 1, 2002 to redeem, out of funds legally available therefor, any
         outstanding shares of Series A Preferred Stock, in whole or in part,
         for a redemption price equal to the Liquidation Preference per share of
         the Series A Preferred Stock (calculated as if the corporation
         liquidated on the date of redemption).

                  (b) In the event that fewer than all the outstanding Series A
         Preferred Stock are to be redeemed, except as otherwise provided by
         law, the number of shares to be redeemed shall be determined by the
         Board and the shares to be redeemed shall be determined by lot or pro
         rata as may be determined by the Board or by any other method as may be
         determined by the Board in its sole discretion to be equitable.

                                       7
```

----

```
                  (c) In the event the corporation shall redeem shares of Series
         A Preferred Stock, notice of such redemption shall be given by first
         class mail, postage prepaid, mailed not less than 30 nor more than 60
         days prior to the redemption date, to each holder of record of the
         shares to be redeemed, at such holder's address as the same appears on
         the stock register of the Corporation. Each such notice shall state:
         (i) the redemption date; (ii) the number of shares of Series A
         Preferred Stock to be redeemed and, if fewer than all the shares held
         by such holder are to be redeemed, the number of such shares to be
         redeemed from such holder; (iii) the redemption price; and (iv) the
         place or places where certificates for such shares are to be
         surrendered for payment of the redemption price.

                  (d) Notice having been mailed as aforesaid, from and after the
         redemption date (unless default shall be made by the corporation in
         providing money for the payment of the redemption price), the redeemed
         shares of Series A Preferred Stock shall no longer be deemed to be
         outstanding, and all rights of the holders thereof as stockholders of
         the corporation (except the right to receive from the corporation the
         redemption price) shall cease. Upon surrender in accordance with said
         notice of the certificates for any shares so redeemed (properly
         endorsed or assigned for transfer, if the Board shall so require and
         the notice shall so state), such shares shall be redeemed by the
         corporation at the redemption price aforesaid. In case fewer than all
         the shares represented by any such certificate are redeemed, a new
         certificate shall be issued representing the unredeemed shares without
         cost to the holder thereof.

                  (e) Any shares of Series A Preferred Stock which shall at any
         time have been redeemed shall, after such redemption, have the status
         of authorized but unissued shares of preferred stock, without
         designation as to series until such shares are once more designated as
         part of a particular series by the Board.
```