ARTICLES OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                                 THRUCOMM, INC.

         1.  The name of the corporation is Thrucomm, Inc. (the "Corporation").

         2.  Pursuant  to  Sections  607.0602(4)  and  607.1006  of the Florida
     Business  Corporation  Act,  Article IV of the Articles of Incorporation of
     the Corporation, is hereby amended to read as follows:

                            "ARTICLE IV-CAPITAL STOCK"

                  SHARES  AUTHORIZED.  The  aggregate  number of shares of stock
         which  the  Corporation  shall  have  authority  to issue  shall be one
         hundred twenty-five million  (125,000,000) shares, of which one hundred
         million  (100,000,000)  shares shall be common stock, without par value
         (the "Common Stock"), and twenty-five million (25,000,000) shares shall
         be preferred  stock with a par value of $.001 per share (the "Preferred
         Stock").

               PREFERRED STOCK.

               A.   IN GENERAL.

               (i) Shares of Preferred Stock may be issued from time to time, in
          one or  more  series  (each,  a  "Series"),  with  such  designations,
          assigned values, preferences and relative, participating,  optional or
          other rights,  qualifications,  limitation or restrictions  thereof as
          shall  be  stated  and  expressed  in the  resolution  or  resolutions
          providing  for the issue of each such Series,  adopted by the Board of
          Directors  of  the  Corporation  (the  "Board  of  Directors"  or  the
          "Board"),  pursuant to the  authority  herein  given,  a copy of which
          resolution or  resolutions  shall have been set forth in a certificate
          (a "Certificate of Designation") made, executed,  acknowledged,  filed
          and  recorded  in the  manner  required  by the  laws of the  State of
          Florida in order to make the same effective. Each Series shall consist
          of such  number of shares  as shall be  stated in such  resolution  or
          resolutions providing for the creation, preferences,  limitations, and
          relative rights of such Series.

               (ii) All shares of a Series shall have  preferences,  limitations
          and relative  rights  identical with those of other shares of the same
          Series.

               (iii)  All   shares  of  one  Series   shall  have   preferences,
          limitations and relative  rights  identical with those of other shares
          of another  Series,  except to the extent  otherwise  provided  in the
          Certificate  of  Designation  for  a  Series,   which  Certificate  of
          Designation is contained in articles of amendment to these Articles of
          Incorporation,  which articles of amendment have been delivered to the
          Department of State of the State of Florida for filing.
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               (iv) Except as limited by law or  elsewhere  in this  Article IV,
          the preferences, limitations and relative rights of shares of a Series
          created  under  this  Article IV shall be  determined  by the Board of
          Directors who shall have the power to decide the following terms:

               (a)  whether the shares shall be participating;

               (b)  the  dividend  rate or rates,  if any, on the shares and the
                    relation which dividends shall bear to the dividends payable
                    on any other class or classes or on any other  series of any
                    class or classes of capital stock of the Corporation;

               (c)  the terms and  conditions  upon  which  and the  periods  in
                    respect to which any such dividends shall be payable;

               (d)  whether  and upon what  conditions  any  dividends  shall be
                    cumulative,  and if cumulative, the date or dates from which
                    dividends shall accumulate;

               (e)  whether the shares shall be limited in dividends, if any, or
                    whether they shall  participate  in dividends over and above
                    the dividend rate, if any, provided for the shares;

               (f)  whether  any such  dividends  shall be payable  in cash,  in
                    shares of such  Series,  in  shares  of any  other  class or
                    classes  or of any other  series of any class or  classes of
                    capital stock of the Corporation,  or in other property,  or
                    in more than one of the foregoing;

               (g)  whether the shares  shall be  redeemable  or  callable,  the
                    limitations and restrictions with respect to such redemption
                    or call, the time or times of  redemption,  and the price or
                    prices  (which may be  greater  than par value) at which and
                    the manner in which shares shall be  redeemable or callable,
                    including the manner of selecting  shares for  redemption if
                    less than all shares are to be redeemed or called;

               (h)  whether the shares  shall be subject to the  operation  of a
                    purchase,  retirement or sinking fund,  and, if so,  whether
                    and upon what conditions the purchase, retirement or sinking
                    fund shall be cumulative on  non-cumulative,  and the extent
                    to which and the  manner in which the fund  shall be applied
                    to the purchase or redemption  of the shares for  retirement
                    or to other corporate  purposes and the terms and provisions
                    relative to the operation thereof;

               (i)  the  terms on which  shares  shall  be  convertible  into or
                    exchangeable  for  shares of any other  class or  classes of
                    capital stock of the Corporation, and the price or prices or
                    the rate or rates of  conversion or exchange and the method,
                    if any,  of  adjusting  the same,  and any  other  terms and
                    conditions of such conversion or exchange;

               (j)  the extent to which  holders of shares  shall be entitled to
                    vote  generally  with  respect  to matters  relating  to the
                    Corporation  and the  matters on which the holders of shares
                    shall be entitled to vote as a class;
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               (k)  the   preferences,   in   respect   to  the  assets  of  the
                    Corporation,   upon   liquidation   or  winding  up  of  the
                    Corporation  including the amount (which may be greater than
                    par value)  payable to holders  before any amount is payable
                    to holders of Common Stock;

               (l)  any other preferences,  privileges and powers, and relative,
                    participating,   optional  or  other   special   rights  and
                    qualifications  of or limitations or restrictions  which the
                    Board of Directors may deem advisable, provided they are not
                    inconsistent  with  the  provisions  of  these  Articles  of
                    Incorporation.

               B.   SERIES AUTHORIZED.

               (i) The  Corporation  shall have the  authority  to issue one (1)
          share of each series of Mandatory  Convertible Preferred Stock, Series
          A-P ("Series A-P Preferred Stock"), with such preferences, limitations
          and relative  rights thereof as stated and expressed in the resolution
          providing  for the issue of each such series,  adopted by the Board of
          Directors,  pursuant to the authority  herein  given,  a copy of which
          resolution  has been set forth in a  Certificate  of  Designation  and
          attached hereto as Appendix A.

               (ii) The  Corporation  shall  have  the  authority  to issue  one
          million, four hundred twenty-eight thousand,  five hundred seventy-one
          (1,666,667)  shares of Senior Convertible  Preferred Stock,  Series A,
          with such  preferences,  limitations  and relative  rights  thereof as
          stated and expressed in the resolution providing for the issue of such
          series,  adopted by the Board of Directors,  pursuant to the authority
          herein  given,  a copy of which  resolution  has  been set  forth in a
          Certificate of Designation and attached hereto as Appendix B.

               (iii)  The  Corporation  shall  have the  authority  to issue two
          million two hundred thousand  (2,200,000) shares of Senior Convertible
          Preferred  Stock,  Series B, with such  preferences,  limitations  and
          relative  rights  thereof as stated and  expressed  in the  resolution
          providing  for the  issue  of such  series,  adopted  by the  Board of
          Directors,  pursuant to the authority  herein  given,  a copy of which
          resolution  has been set forth in a  Certificate  of  Designation  and
          attached hereto as Appendix C."

         3. At a joint  meeting of Board of Directors and the  shareholders  of
     the  Corporation  held on December 31, 1997,  adjourned  and  reconvened on
     January 5, 1998:

               (i) the foregoing  amendment relating to the Series A-P Preferred
          Stock was duly adopted by the Board of  Directors  and approved by the
          sole  holder  of the only  outstanding  share of  Common  Stock of the
          Corporation.

               (ii) the  foregoing  amendments  relating to the Series A and the
          Series B Senior  Convertible  Preferred Stock were duly adopted by the
          Board  of  Directors,  and  approved  by the  holders  of  Series  A-P
          Preferred  Stock,  each such Series A-P voting  separately as a class,


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          which Series A-P are the only classes of the Corporation's  authorized
          shares entitled to vote on the amendments relating to the Series A and
          the Series B Senior Convertible Preferred Stock. The favorable vote of
          such shareholders was sufficient for approval.



     IN WITNESS  WHEREOF,  THRUCOMM,  INC. has caused its  corporate  seal to be
affixed  hereunto and these  Articles of  Amendment  to be duly  executed by its
President and attested to by its Secretary, this ____ day of January, 1998.



                                 THRUCOMM, INC.

                                 By:____________________________
                                 Name:    Mark J. Giannini
                                 Title:   President










[Corporate Seal]

Attest:

By:______________________________
Name:    John F. Kolenda
Title:   Secretary






















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STATE OF FLORIDA           }
                           }
COUNTY OF HILLSBOROUGH     }


         Before me,  the  undersigned  authority,  personally  appeared  John F.
Kolenda,  who  is to me  well  known  to be the  person  described  in  and  who
subscribed the above Articles of Amendment to the Articles of Incorporation, and
he did freely and  voluntarily  acknowledge  before me  according to law that he
made and subscribed the same for the use and purposes therein  mentioned and set
forth.

         IN WITNESS  WHEREOF,  I have hereunto set my hand and my official seal,
at in said County and State this day of January, 1998.



                                               ________________________________
                                               Notary Public, State of Florida
                                               My Commission Expires:




































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