<PAGE>
                     AMENDED CERTIFICATE OF DESIGNATIONS
                                      OF
                            VIRTUAL TELECOM, INC.
                           A DELAWARE CORPORATION


     The undersigned, Neil Gibbons and Daniel Huber, hereby certify that:

     1.   They are the duly elected and acting Chief Executive Officer and
Secretary, respectively, of Virtual Telecom, Inc., a Delaware corporation
(the "Corporation").

     2.   The Corporation, in its Certificate of Incorporation, has
authorized 10,000,000 shares of preferred stock.  By resolution, the Board of
Directors of the Corporation has previously designated 750,000 shares of
preferred stock authorized by the Certificate of Incorporation as Series A
Preferred Stock.  The Corporation subsequently issued 283,781 shares of
Series A Preferred Stock of which 135,843 shares were converted into Common
Stock and 147,938 shares of Series A Preferred Stock are outstanding as of
the date of this Amended Certificate of Designations.

     3.   By resolution, the Board of Directors of the Corporation has also
designated 1,923,716 shares of preferred stock authorized by the Amended
Certificate of Incorporation as Series B Preferred Stock.  No shares of
Series B Preferred Stock have been issued.

     4.   Pursuant to authority given by the Corporation's Certificate of
Incorporation, the Board of Directors of the Corporation has duly adopted the
following recital and resolution:

               WHEREAS, Article IV of the Certificate of Incorporation
          of the Corporation authorizes this Corporation to issue
          10,000,000 shares of preferred stock, US$.001 par value per
          share, issuable from time to time in one or more series (the
          "Preferred Stock").

               RESOLVED, the Board of Directors hereby determines that
          it is in the best interests of this Corporation to amend and
          restate the Certificate of Designations with respect to the
          147,938 issued and outstanding shares of Series A Preferred
          Stock and to designate 1,923,716 shares of Series B
          Preferred Stock upon the following terms and conditions:

     Section 1.  DESIGNATION.  The initial series of Preferred Stock shall be
designated and known as "Series A Preferred Stock."  The number of authorized
shares constituting such series shall be 147,938.  The Series A Preferred
Stock shall have a par value of US$.001 per share.  The second series of
Preferred Stock shall be designated and known as "Series B Preferred Stock."
The number of authorized shares constituting such series shall be 1,923,716.
The Series B Preferred Stock shall have a par value of US$.001 per share.
<PAGE>

     Section 2.  DEFINITIONS.  For the purposes of this Amended Certificate
of Designations, the following terms shall have the meanings indicated:

          "COMMON STOCK" shall mean the Corporation's $.001 par value common
stock.

          "CONVERSION PRICE" has the meaning assigned to such term in Section
7(a).

          "INITIAL CONVERSION PRICE" shall mean with respect to Series A
Preferred Stock, US$1.75 per share of Series A Preferred Stock; and, with
respect to Series B Preferred Stock, shall mean US$1.5595 per share of Series
B Preferred Stock,

          "JUNIOR STOCK" shall mean any capital stock of the Corporation,
including without limitation the Common Stock, ranking junior to either the
Series A Preferred Stock or the Series B Preferred Stock, as the case may be,
with respect to dividends, distribution in liquidation or any other
preferences, rights and powers.

          "LIQUIDATION PREFERENCE" shall mean with respect to the Series A
Preferred Stock $3.50 per share of Series A Preferred Stock plus any accrued
and unpaid dividends; and shall mean with respect to the Series B Preferred
Stock $3.50 per share of Series B Preferred Stock plus any accrued and unpaid
dividends if the event of liquidation, dissolution or winding up occurs on or
before December 31, 1999 and thereafter shall mean $5.20 per share of Series
B Preferred Stock plus any accrued and unpaid dividends.

          "PARITY STOCK" shall mean any capital stock of the Corporation
ranking on a parity with either the Series A Preferred Stock or the Series B
Preferred Stock, as the case may be, with respect to dividends, distributions
in liquidation and all other preferences, rights or powers.

          "PERSON" shall mean any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency or political subdivision thereof) or other
entity of any kind, and shall include any successor (by merger or otherwise)
of such entity.

          "PREFERRED STOCK" shall mean both the Series A Preferred Stock and
the Series B Preferred Stock, unless the context denotes otherwise.

          "SENIOR STOCK" shall mean any capital stock of the Corporation
ranking senior to either the Series A Preferred Stock or the Series B
Preferred Stock, as the case may be, with respect to dividends, distribution
in liquidation or any other preference, right or power.

     Section 3.  RANKING.  The Series B Preferred Stock shall, with respect
to rights on liquidation, dissolution or winding up, rank senior to all other
equity securities of the Corporation, including the Series A Preferred Stock
and the Common Stock and any other series or class of the Corporation's
preferred or common stock, now or hereafter authorized.

     Section 4.  DIVIDENDS.  If any dividends or other distributions
(including, without limitation, any distribution of cash, indebtedness,
assets or other property, but excluding any

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<PAGE>

dividend payable in shares of its common stock) on Common Stock ("Dividends")
are so permitted and declared, such Dividends shall be paid pro rata to the
holders of the Common Stock and Preferred Stock.  The holders of Preferred
Stock shall receive a Dividend in an amount that would be payable to such
holder assuming that such shares had been converted on the record date for
determining the stockholders of the Corporation entitled to receive payment
of such Dividends into the maximum number of shares of Common Stock into
which such shares of Preferred Stock are then convertible as provided in
Section 7.

     Section 5.  VOTING RIGHTS.

          In addition to any voting rights provided by law, the holders of
shares of Preferred Stock shall have the following voting rights:

          (a)  Except as otherwise required by applicable law and without
limiting the provisions of Section 5(b) below, each share of Preferred Stock
shall entitle the holder thereof to vote, in person or by proxy, at each
special and annual meeting of shareholders, on all matters voted on by
holders of Common Stock, voting together as a single class with the holders
of Common Stock and with holders of all other shares entitled to vote
thereon.  With respect to any such vote, each share of Preferred Stock shall
entitle the holder thereof to cast the number of votes that such holder would
be entitled to cast assuming that such shares of Preferred Stock had been
converted, on the record date for determining the stockholders entitled to
vote on any such matters, into the maximum number of shares of Common Stock
into which such shares Preferred Stock are then convertible as provided in
Section 7(c) below.

          (b)  The Board of Directors of the Corporation shall consist of six
(6) members.  The holders of Series B Preferred Stock, voting together as a
class, shall be entitled to elect two (2) members of the Board of Directors
at each meeting or pursuant to each consent of the Corporation's shareholders
for the election of Directors.  The holders of the Common Stock, as a class,
shall be entitled to elect four (4) members of the Board of Directors at each
meeting or pursuant to each consent of the shareholders for the election of
Directors.

          (c)  Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of more
than 50% of the outstanding shares of the Series A Preferred Stock or the
Series B Preferred Stock, as the case may be,  shall be necessary to (1)
authorize, increase the authorized number of shares of or issue (including on
conversion or exchange of any convertible or exchangeable securities or by
reclassification) any shares of any class or classes of Senior Stock or
Parity Stock or any additional shares of such series, (2) authorize, adopt or
approve any amendment to the Certificate of Incorporation, the Bylaws or this
Amended Certificate of Designations that would increase or decrease the par
value of the shares of such series, alter or change the powers, preferences
or rights of the shares of such series or alter or change the powers,
preferences or rights of any other capital stock of the Corporation if after
such alteration or change such capital stock would be Senior Stock or Parity
Stock to such series, (3) amend, alter or repeal the Certificate of
Incorporation or this Amended Certificate of Designations

                                    -3-
<PAGE>

so as to affect the shares of such series adversely, including, without
limitation, by granting any voting right to any holder of notes, bonds,
debentures or other debt obligations of the Corporation, or by amending,
altering or repealing Section 5(b) above, or (4) authorize or issue any
security convertible into, exchangeable for or evidencing the right to
purchase or otherwise receive any shares of any class or classes of Senior
Stock or Parity Stock.

     Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

          (a)  In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, before any distribution or
payment to holders of Junior Stock may be made, the holder of each share of
Preferred Stock shall be entitled to be paid an amount equal to the
Liquidation Preference of such share, plus all accrued or declared but unpaid
dividends on such share, in the following order of priority: first, to the
holders of the Series B Preferred Stock; next, to the holders of the Series A
Preferred Stock; and, then, to the holders of the Junior Stock in accordance
with the rights under such shares of Junior Stock.

          (b)  If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to the
holders of either the Series A Preferred Stock or the Series B Preferred
Stock shall be insufficient to permit payment in full to the holders of such
series the sums which such holders are entitled to receive in such case, then
all of the assets available for distribution to holders of such series shall
be distributed among and paid to such holders ratably in proportion to the
amounts that would be payable to such holders if such assets were sufficient
to permit payment in full.  A consolidation or merger of the Corporation into
or with another corporation or corporations in which the Corporation is not
the successor, or the sale of all or substantially all of the assets of the
Corporation to another corporation or any other entity, shall be deemed a
liquidation, dissolution or winding up of the Corporation within the meaning
of this Section 6.

     Section 7.  CONVERSION OF PREFERRED STOCK INTO COMMON STOCK.

          (a)  RIGHT TO CONVERT.  Each share of Preferred Stock shall be
convertible at any time, at the option of the holders thereof, into fully
paid and nonassessable shares of Common Stock at the Initial Conversion
Price, subject to adjustment as set forth in this Section 7 (the "Conversion
Price"). Notwithstanding any other provision contained herein, in the event
the Corporation gives written notice of its intention to redeem the Preferred
Stock pursuant to Section 8(b) below, any such shares called for redemption
shall be or become eligible for conversion up through the date of redemption
identified in the written notice issued pursuant to Section 8(b) below.

          (b)  NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION.
The number of shares of Common Stock to be issued upon conversion of shares
of Preferred Stock shall be equal to the product of (X) and (Y), where (X) is
a fraction, the numerator of which is the Liquidation Preference and the
denominator of which is the applicable Conversion Price and (Y) is the number
of shares of Preferred Stock to be converted.

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<PAGE>

          (c)  ANTIDILUTION ADJUSTMENTS.  The Conversion Price of the
Preferred Stock shall be adjusted from time to time in certain cases as
follows:

               (i)  DIVIDEND, SUBDIVISION, COMBINATION OR RECLASSIFICATION OF
COMMON STOCK.  If the Corporation shall, at any time or from time to time,
(a) declare a dividend on the Common Stock payable in shares of its capital
stock (including Common Stock), (b) subdivide the outstanding Common Stock,
(c) combine the outstanding Common Stock into a smaller number of shares, or
(d) issue any shares of its capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation
or merger in which the Corporation is the continuing corporation), then in
each such case, the Initial Conversion Price or the Conversion Price in
effect at the time of the record date for such dividend or at the effective
date of such subdivision, combination or reclassification shall be adjusted
to that price which will permit the number of shares of Common Stock into
which the Preferred Stock may be converted to be increased or reduced in the
same proportion as the number of shares of Common Stock are increased or
reduced in connection with such dividend, subdivision, combination or
reclassification.  Any such adjustment shall become effective immediately
after the record date of such dividend or the effective date of such
subdivision, combination or reclassification.  Such adjustment shall be made
successively whenever any event listed above shall occur.  In the event, if a
dividend is declared, such dividend is not paid, the Conversion Price shall
be adjusted to the Conversion Price in effect immediately prior to the record
date of such dividend.

               (ii)  ISSUANCE OF ADDITIONAL COMMON STOCK.  If the Corporation
shall, at any time or from time to time, directly or indirectly, sell or
issue shares of Common Stock (regardless of whether originally issued or from
the Corporation's treasury), or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase
shares of Common Stock (excluding shares issued in any of the transactions
described in Section 7(c)(i)) at a price per share of Common Stock
(determined, in the case of rights, options, warrants or convertible or
exchangeable securities, by dividing (X) the total consideration received or
receivable by the Corporation in consideration of the sale or issuance of
such rights, options, warrants or convertible or exchangeable securities,
plus the total consideration payable to the Corporation upon exercise or
conversion or exchange thereof, by (Y) the total number of shares of Common
Stock covered by such rights, options, warrants or convertible or
exchangeable securities) lower than the Initial Conversion Price in effect
immediately prior to such sale or issuance, then the Conversion Price shall
be reduced to the price determined by multiplying the Conversion Price in
effect immediately prior thereto by a fraction, the numerator of which shall
be the sum of the number of shares of Common Stock outstanding immediately
prior to such sale or issuance plus the number of shares of Common Stock
which the aggregate consideration received (determined as provided below) for
such sale or issuance would purchase at the Conversion Price and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such sale or issuance.  Such adjustment shall
be made successively whenever such sale or issuance is made.  For the
purposes of such adjustments, the shares of Common Stock which the holder of
any such rights, options, warrants, or convertible or exchangeable securities
shall be entitled to subscribe for or purchase shall be deemed to be issued
and outstanding as of the date of such sale or issuance and the consideration
"received" by the Corporation therefor shall be deemed to be the
consideration actually

                                    -5-
<PAGE>

received or receivable by the Corporation (plus any underwriting discounts or
commissions in connection therewith) for such rights, options, warrants or
convertible or exchangeable securities, plus the consideration stated in such
rights, options, warrants or convertible or exchangeable securities to be
payable to the Corporation for the shares of Common Stock covered thereby.
If the Corporation shall sell or issue shares of Common Stock for a
consideration consisting, in whole or in part, of property other than cash or
its equivalent, then in determining the "price per share of Common Stock" and
the "consideration" received or receivable by or payable to the Corporation
for purposes of the first sentence and the immediately preceding sentence of
this Section 7(c)(ii), the fair value of such property shall be determined in
good faith by the Board of Directors.  The determination of whether any
adjustment is required under this Section 7(c)(ii) by reason of the sale and
issuance of rights, options, warrants or convertible or exchangeable
securities and the amount of such adjustment, if any, shall be made only at
the time of such issuance or sale and not at the subsequent time of issuance
or sale of Common Stock upon the exercise of such rights to subscribe or
purchase; provided, however, that if such rights, options, warrants or
convertible or exchangeable securities shall expire without exercise prior to
any conversion of the Preferred Stock pursuant to Section 7, then any
adjustment made under this Section 7(c)(ii) with respect thereto shall be
reversed.

               (iii)  DE MINIMIS ADJUSTMENTS.  No adjustment of the
Conversion Price shall be made if the amount of such adjustment would result
in a change in the Conversion Price per share of less than $.01 but in such
case any adjustment that would otherwise be required then to be made shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment, which together with any adjustment so carried forward,
would result in a change in the Conversion Price in excess of $.01 per share.
All calculations under this Section 7(c) shall be made to the nearest cent,
or the nearest 1/100th of a share, as the case may be.  If the Corporation
shall, at any time or from time to time, issue Common Stock by way of
dividends on any stock of the Corporation or subdivide or combine the
outstanding shares of the Common Stock, such amount of $.01 (as theretofore
increased or decreased, if such amount shall have been adjusted in accordance
with the provisions of this clause) shall forthwith be proportionately
increased in the case of a combination or decreased in the case of a
subdivision or stock dividend so as appropriately to reflect the same.
Notwithstanding the provisions of the first sentence of this Section
7(c)(iii), any adjustment postponed pursuant to this Section 7(c)(iii) shall
be made no later than the earlier of (a) two years from the date of the
transaction that would, but for the provisions of the first sentence of this
Section 7(c)(iii), have required such adjustment and (b) the date of any
redemption or conversion of the shares of Preferred Stock.

               (iv)  FRACTIONAL SHARES.  Notwithstanding any other provision
of this Amended Certificate of Designations, the Corporation shall not be
required to issue fractions of shares upon conversion of any shares of
Preferred Stock or to distribute certificates which evidence fractional
shares.  In lieu of fractional shares of Common Stock, the Corporation shall
pay therefore, at the time of any conversion of shares of Preferred Stock as
herein provided, an amount in cash equal to such fraction multiplied by the
Conversion Price then in effect.

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<PAGE>

          (d)  REORGANIZATION AND RECLASSIFICATION ADJUSTMENT.  If there
occurs any capital reorganization or any reclassification of the Common Stock
of the Corporation, then each share of Preferred Stock shall thereafter be
convertible into the same kind and amounts of securities (including shares of
stock) or other assets, or both, which were issuable or distributable to the
holders of outstanding Common Stock of the Corporation upon such
reorganization or reclassification in respect of that number of shares of
Common Stock into which such shares of Preferred Stock might have been
converted immediately prior to such reorganization or reclassification; and,
in any such case, appropriate adjustments (as determined in good faith by the
Board of Directors of the Corporation) shall be made to assure that the
provisions set forth herein (including provisions with respect to changes in,
and other adjustments of, the Conversion Price) shall thereafter be
applicable, as nearly as reasonably may be practicable, in relation to any
securities or other assets thereafter deliverable upon the conversion of the
Preferred Stock.

          (e)  MECHANICS OF CONVERSION.  The option to convert shall be
exercised by surrendering for such purpose to the Corporation, certificates
representing the shares to be converted, duly endorsed in blank or
accompanied by proper instruments of transfer, and at the time of such
surrender, the Person in whose name any certificate for shares of Common
Stock shall be issuable upon such conversion shall be deemed to be the holder
of record of such shares of Common Stock on such date, notwithstanding that
the share register of the Corporation shall then be closed or that the
certificates representing such Common Stock shall not then be actually
delivered to such person.  In the event the Corporation has given written
notice of its intention to redeem any or all of the shares to be converted,
the certificates representing such shares, duly endorsed in blank or
accompanied by proper instruments of transfer, shall be delivered into the
possession of the Corporation no later than the close of business on the date
of redemption identified in the written notice issued pursuant to Section
8(b) below.

          (f)  CERTIFICATE AS TO ADJUSTMENTS.  Whenever the Conversion Price
or the securities or other property deliverable upon the conversion of the
Preferred Stock shall be adjusted pursuant to the provisions hereof, the
Corporation shall promptly give written notice thereof to each holder of
shares of Preferred Stock at such holder's address as it appears on the
transfer books of the Corporation and shall forthwith file, at its principal
executive office and with any transfer agent or agents for the shares of
Preferred Stock and the Common Stock, a certificate, signed by the Chairman
of the Board, Chief Executive Officer or one of the Vice Presidents of the
Corporation, and by its Chief Financial Officer, its Treasurer or one of its
Assistant Treasurers, stating the adjusted Conversion Price and the
securities or other property deliverable per share of Preferred Stock
calculated to the nearest cent or to the nearest one one-hundredth of a share
and setting forth in reasonable detail the method of calculation and the
facts requiring such adjustment and upon which such calculation is based.
Each adjustment shall remain in effect until a subsequent adjustment
hereunder is required.

          (g)  RESERVATION OF COMMON STOCK.  The Corporation shall at all
times reserve and keep available for issuance upon the conversion of the
shares of Preferred Stock, the maximum number of its authorized but unissued
shares of Common Stock as is reasonably anticipated to be sufficient to
permit the conversion of all outstanding shares of Preferred

                                    -7-
<PAGE>

Stock, and shall take all action required to increase the authorized number
of shares of Common Stock if at any time there shall be insufficient
authorized but unissued shares of Common Stock to permit such reservation or
to permit the conversion of all outstanding shares of Preferred Stock.

          (h)  NO CONVERSION CHARGE OR TAX.  The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of
Preferred Stock shall be made without charge to the holder of shares of
Preferred Stock for any issue or transfer tax, or other incidental expense in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Corporation.

     Section 8.  REDEMPTION OF PREFERRED STOCK.

          (a)  REDEMPTION OF SERIES A PREFERRED STOCK.  The Corporation shall
have the right to redeem for cash out of funds legally available therefor
each share of Series A Preferred Stock.  Redemptions pursuant to this Section
8(a) shall be made for a price per share equal to the Liquidation Preference
plus an amount equal to the amount of all unpaid Dividends payable in
accordance with Section 4 hereof on each share of Series A Preferred Stock to
be redeemed; provided, however, that no shares of Series A Preferred Stock
shall be redeemed without the consent of the majority of outstanding shares
of Series B Preferred Stock.

          (b)  REDEMPTION OF SERIES B PREFERRED STOCK.  The Corporation shall
have the right to redeem for cash out of funds legally available therefor
each share of Series B Preferred Stock.  Redemptions pursuant to this Section
8(b) shall be made for a price per share equal to $3.50, if the date of
redemption is prior to December 31, 1999 and thereafter at a price per share
equal to $5.20 for each share of Series B Preferred Stock to be redeemed.

          (c)  The Corporation shall give written notice of its intention to
redeem the Preferred Stock as provided herein, to each holder thereof, at
such holder's address as it appears on the transfer books of the Corporation,
which notice shall specify (i) the total number of shares of Preferred Stock
being redeemed (which shall be all of such shares then outstanding); (ii) the
number of shares of Preferred Stock held by the holder which the Corporation
intends to redeem (which shall be all of such shares then held by the
holder); (iii) the date of redemption (which shall be at least 30 days from
the date of mailing of such notice by the Corporation); and (iv) the
redemption price.  On or after the date of redemption, each holder of
Preferred Stock shall surrender his certificate for the number of shares to
be redeemed as stated in the notice provided by the Corporation.  Dividends
will cease to accumulate on shares of Preferred Stock called for redemption.

          (d)  For the purpose of determining whether funds are legally
available for redemption of shares of Preferred Stock as provided herein, the
Corporation shall value its assets at the highest amount permissible under
applicable law.  If on the redemption date funds of the Corporation legally
available therefor shall be insufficient to redeem all the shares of B
Preferred Stock required to be redeemed as provided herein, funds to the
extent

                                    -8-
<PAGE>

legally available shall be used for such purpose and the Corporation shall
effect such redemption pro rata according to the total redemption amount owed
to each holder of Preferred Stock as of the redemption date.  The redemption
requirements provided hereby shall be continuous, so that if such requirement
shall not be fully discharged, funds legally available shall be applied
therefor until such requirements are fully discharged in accordance with the
preceding sentence.

     Section 9.  NOTICE OF CERTAIN EVENTS.  In case the Corporation shall
propose at any time or from time to time (A) to declare or pay any dividend
payable in stock of any class to the holders of Common Stock or to make any
other distribution to the holders of Common Stock, (B) to offer to the
holders of Common Stock rights or warrants to subscribe for or to purchase
any additional shares of Common Stock or shares of stock of any class or any
other securities, rights or options, (C) to effect any reclassification of
its Common Stock, (D) to effect any consolidation, merger or sale, transfer
or other disposition of all or substantially all of the property, assets or
business of the Corporation which would, if consummated result in the
mandatory conversion of shares of Preferred Stock, or (E) to effect the
liquidation, dissolution or winding up of the Corporation, then, in each such
case, the Corporation shall mail to each holder of shares of Preferred Stock
via first class mail at such holder's address as it appears on the transfer
books of the Corporation, a written notice of such proposed action, which
shall specify (1) the date on which a record is to be taken for the purpose
of such dividend, distribution or rights or warrants or, if a record is not
to be taken, the date as of which the holders of shares of Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined, or (2) the date on which such reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up is expected
to become effective, and such notice shall be so given as promptly as
possible but in any event at least ten (10) business days prior to the
applicable record, determination or effective date, specified in such notice.

     Section 10.  CERTAIN REMEDIES.  Any registered holder of shares of
Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Amended Certificate of Designations and to
enforce specifically the terms and provisions of this Amended Certificate of
Designations in any court of the United States or any state thereof having
jurisdiction, this being in addition to any other remedy to which such holder
may be entitled at law or in equity.

     Section 11.  METHOD OF ELECTION.  For purposes of this Amended
Certificate of Designations, any election required or allowed to be made by
the majority of the holders of Preferred Stock shall be effective upon
receipt by the Company of the written consent of a majority of such holders.

     Section 12.  STATUS OF REACQUIRED SHARES.  Shares of Preferred Stock
which have been issued and converted or redeemed shall (upon compliance with
any applicable provisions of the laws of the State of Delaware) have the
status of authorized and unissued shares of Preferred Stock issuable in
series undesignated as to series and may be redesignated and reissued.

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<PAGE>

     The undersigned, Neil Gibbons and Daniel Huber, Chief Executive Officer
and Secretary of Virtual Telecom, Inc., respectively, hereby declare and
certify under penalty of perjury that the foregoing Certificate is the act
and deed of the Corporation and that the facts herein stated are true.

     Executed at Geneva, Switzerland on December 19, 1997.


                                   -------------------------------------------
                                   NEIL GIBBONS
                                   Chief Executive Officer



                                   -------------------------------------------
                                   DANIEL HUBER
                                   Secretary















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