CERTIFICATE OF DESIGNATION OF THE SERIES, PREFERENCES,
                     LIMITATIONS AND RELATIVE RIGHTS OF THE
                                   SERIES A-P
                      MANDATORY CONVERTIBLE PREFERRED STOCK
                                $ .001 PAR VALUE
                                       OF
                                 THRUCOMM, INC.

          ------------------------------------------------------------
      Pursuant to Section 607.0602 of the Florida Business Corporation Act
          ------------------------------------------------------------

     The undersigned DOES HEREBY CERTIFY that the following  resolutions were
duly adopted by the Board of Directors  (the "BOARD OF  DIRECTORS") of THRUCOMM,
INC., a Florida corporation (the "CORPORATION"),  at a meeting duly convened and
held on December 31, 1997,  duly adjourned and reconvened on January 5, 1998, at
which a quorum was present and acted throughout:

     WHEREAS, the Board of Directors of the Corporation is authorized, within
the limitations and restrictions  stated in the Articles of Incorporation of the
Corporation  (the  "ARTICLES OF  INCORPORATION"),  to provide by  resolution  or
resolutions for the issuance of shares of preferred stock of the Corporation, in
one or more series with such voting powers,  full or limited,  or without voting
powers, and such designations, preferences and relative, participating, optional
or other special  rights,  and  qualifications,  limitations or  restrictions as
shall be stated and expressed in a resolution or  resolutions  providing for the
issue  thereof  adopted  by the Board of  Directors,  and as are not  stated and
expressed in the Articles of Incorporation,  or any amendment thereto, including
(but without limiting the generality of the foregoing) such provisions as may be
desired   concerning   voting,   redemption,   dividends,   dissolution  or  the
distribution  of assets,  conversion  or  exchange  and such other  subjects  or
matters as may be fixed by resolution or  resolutions  of the Board of Directors
under the Florida Business Corporation Act; and

     WHEREAS,  it is the desire of the Board of Directors of the Corporation,
pursuant to its aforesaid  authority,  to authorize and fix the terms of several
series of preferred stock and the number of shares constituting such series;

     NOW, THEREFORE, BE IT RESOLVED:

     1.   DESIGNATION  AND NUMBER OF SHARES.

          There shall be hereby established sixteen (16) series of the preferred
     stock of the  Corporation,  each  series  with a par value $.001 per share,
     designated as follows: (i) "Series A Mandatory Convertible Preferred Stock"
     (the  "SERIES A PREFERRED  STOCK"),  (ii)  "Series B Mandatory  Convertible
     Preferred  Stock"  (the  "SERIES  B  PREFERRED  STOCK"),  (iii)  "Series  C
     Mandatory  Convertible  Preferred Stock" (the "SERIES C PREFERRED  STOCK"),
     (iv)  "Series D  Mandatory  Convertible  Preferred  Stock"  (the  "SERIES D



                                       1
<PAGE>

     PREFERRED  STOCK"),  (v) "Series E Mandatory  Convertible  Preferred Stock"
     (the  "SERIES E PREFERRED  STOCK"),  (vi)  "Series F Mandatory  Convertible
     Preferred  Stock"  (the  "SERIES  F  PREFERRED  STOCK"),  (vii)  "Series  G
     Mandatory  Convertible  Preferred Stock" (the "SERIES G PREFERRED  STOCK"),
     (viii)  "Series H Mandatory  Convertible  Preferred  Stock" (the  "SERIES H
     PREFERRED STOCK"),  (ix) "Series I Mandatory  Convertible  Preferred Stock"
     (the  "SERIES I PREFERRED  STOCK"),  (x)  "Series J  Mandatory  Convertible
     Preferred Stock" (the "SERIES J PREFERRED STOCK"), (xi) "Series K Mandatory
     Convertible  Preferred  Stock"  (the  "SERIES K  PREFERRED  STOCK"),  (xii)
     "Series L Mandatory  Convertible  Preferred Stock" (the "SERIES L PREFERRED
     STOCK"),  (xiii)  "Series M  Mandatory  Convertible  Preferred  Stock" (the
     "SERIES  M  PREFERRED  STOCK"),   (xiv)  "Series  N  Mandatory  Convertible
     Preferred Stock" (the "SERIES N PREFERRED STOCK"), (xv) "Series O Mandatory
     Convertible  Preferred  Stock"  (the  "SERIES O  PREFERRED  STOCK"),  (xvi)
     "Series P Mandatory  Convertible  Preferred Stock" (the "SERIES P PREFERRED
     STOCK")  (such series being  hereinafter  referred to  collectively  as the
     "PREFERRED  STOCK").  The  authorized  number of  shares of each  series of
     Preferred  Stock shall be one (1),  which number of shares may be increased
     from time to time by  resolution  of the  Board of  Directors,  subject  to
     paragraph 5(b)(iv) hereof.

     2.   RANK.

          a. The Preferred Stock shall,  with respect to distributions of assets
     and  rights  upon  the  liquidation,  winding  up  and  dissolution  of the
     Corporation,  rank senior to the  Corporation's  common stock, no par value
     per share (the "COMMON STOCK").  The Preferred Stock shall, with respect to
     distributions  of assets and rights  upon the  liquidation,  winding up and
     dissolution of the Corporation,  rank junior to the Corporation's  Series A
     Senior Convertible  Preferred Stock, par value $.001 per share (the "SERIES
     A SENIOR PREFERRED STOCK") and Series B Senior Convertible Preferred Stock,
     par value $.001 per share (the "SERIES B SENIOR PREFERRED STOCK").

          b.  All  classes  or  series  of  Capital  Stock  of  the  Corporation
     simultaneously or hereafter created that does not expressly provide that it
     rank on a parity  with or senior to the  Preferred  Stock  with  respect to
     distributions  of assets and rights  upon the  liquidation,  winding up and
     dissolution of the  Corporation,  shall rank junior to the Preferred Stock,
     and together with all classes or series of Capital Stock of the Corporation
     which  expressly  provide that it rank junior to the  Preferred  Stock with
     respect to distributions of assets and rights upon the liquidation, winding
     up  and  dissolution  of  the  Corporation,  all  such  Capital  Stock  are
     collectively referred to herein as "JUNIOR STOCK". All classes or series of
     Capital Stock of the Corporation  simultaneously or hereafter created which
     expressly  provide that it rank on a parity with the  Preferred  Stock with
     respect to distributions of assets and rights upon the liquidation, winding
     up and dissolution of the Corporation are  collectively  referred to herein
     as  "PARITY  STOCK".  All  classes  or  series  of  Capital  Stock  of  the
     Corporation  simultaneously  or hereafter  created which expressly  provide
     that it rank senior to the Preferred Stock with respect to distributions of
     assets and rights upon the  liquidation,  winding up and dissolution of the
     Corporation are collectively referred to herein as "SENIOR STOCK".





                                       2
<PAGE>

     3.   DIVIDENDS OR DISTRIBUTIONS.

          So long as any shares of Preferred Stock are outstanding,  no dividend
     or distribution  (except a dividend or distribution paid in Common Stock or
     any other Capital Stock of the Corporation  ranking junior to the Preferred
     Stock as to  distributions  of  assets  and  rights  upon the  liquidation,
     winding up and dissolution of the Corporation) shall be declared or paid or
     set aside for payment on the Common Stock or on any other  Capital Stock of
     the Corporation nor, except for the Series B Senior Preferred Stock,  shall
     any Common Stock or other  Capital  Stock of the  Corporation  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 such
     shares) by the  Corporation,  except by  conversion  into, or exchange for,
     Common Stock or other Capital Stock of the  Corporation  ranking  junior to
     the  Preferred  Stock as to  distributions  of assets and  rights  upon the
     liquidation, winding up and dissolution of the Corporation.

     4.   LIQUIDATION RIGHTS.

          a.  LIQUIDATION   PREFERENCE.   In  the  event  of  any  voluntary  or
     involuntary liquidation, winding up and dissolution of the Corporation, the
     holders of shares of Preferred Stock then outstanding  shall be entitled to
     be paid for each share held, out of the assets of the Corporation available
     for distribution to its shareholders (the "AVAILABLE  ASSETS"),  before any
     payment  shall be made or any  assets  distributed  to the  holders  of any
     shares of Junior Stock.  In addition to any  distribution to the holders of
     shares of Preferred  Stock upon  liquidation,  dissolution or winding up of
     the affairs of the  Corporation,  the holders of shares of Preferred  Stock
     shall be entitled to receive twenty  percent (20%) of the Available  Assets
     otherwise  payable to the holders of shares of Common Stock.  The voluntary
     sale,  conveyance,  lease, exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or substantially all the property
     or  assets  of the  Corporation  to,  or a  consolidation  or merger of the
     Corporation with, one or more other corporation or corporations (whether or
     not the Corporation is the surviving  corporation in such  consolidation or
     merger) will not be deemed to be a liquidation,  dissolution or winding up,
     voluntary  or  involuntary,  within the meaning of the  provisions  of this
     paragraph 4.

          b. LIQUIDATION PAYMENT.  Upon any liquidation,  dissolution or winding
     up of the Corporation,  the holders of Preferred Stock shall be entitled to
     receive amount which shall be determined as follows (such  distribution  to
     each series of Preferred Stock, a "LIQUIDATION PAYMENT"):

               (i) The  excess,  if  any,  of the  Available  Assets  after  any
          distribution  of  Available  Assets  to any  holder  of  shares of the
          Capital Stock of the Corporation ranking senior to the Preferred Stock
          with  respect to  distributions  of Available  Assets (the  "REMAINDER
          AVAILABLE  ASSETS"),   shall  be  allocated  in  accordance  with  the
          calculations for determining the Datalinc Value and the Fastcom Value,
          (the result of such  allocations of Remainder  Available  Assets,  the
          "DATALINC  LIQUIDATION  VALUE" and the  "FASTCOM  LIQUIDATION  VALUE",
          respectively).




                                       3
<PAGE>

               (ii) The  Fastcom  Liquidation  Value shall be  allocated  to the
          holders of Series H-P  Preferred  Stock as  follows:  (A) First,  PARI
          PASSU to the  holders  of  Series  H, J, K, and M  Preferred  Stock to
          satisfy Earned Preferred  Returns on such series,  if any. (B) Second,
          PARI PASSU to the holders of Series H-P Preferred  Stock in accordance
          with  the  Conversion  Rate  of each  such  series  before  performing
          calculation (C), as set forth in paragraph 6(b) of this Certificate.

               (iii) The  Datalinc  Liquidation  Value shall be allocated to the
          holders of Series A-G Preferred  Stock as follows:  (A) First,  to the
          holders of the Series A-E  Preferred  Stock as follows:  37.85% to the
          Series A  Preferred  Stock,  17.28% to the Series B  Preferred  Stock,
          10.86%  to the  Series  C  Preferred  Stock,  18.27%  to the  Series D
          Preferred Stock, and 15.47% to the Series E Preferred Stock, until the
          Series  A-E  Earned  Preferred  Returns  have been  paid in full.  (B)
          Second, PARI PASSU to the holders of the Series A-G Preferred Stock in
          accordance  with  the  Conversion  Rate of each  such  series,  before
          performing calculation (C).

               Upon any such liquidation,  winding up and dissolution, after the
          holders of each series of Preferred Stock shall have been paid in full
          each series' Liquidation  Payment,  the remaining Available Assets, if
          any, may be distributed to the holders of the Junior Stock.

          d. NOTICE. Written notice of such liquidation,  dissolution or winding
     up, stating a payment date, the amount of the Liquidation  Payments and the
     place where said Liquidation  Payments shall be payable,  shall be given by
     mail, postage prepaid,  not less than twenty (20) days prior to the payment
     date stated  therein,  to the holders of record of  Preferred  Stock,  such
     notice to be  addressed  to each such holder at his post office  address as
     shown by the records of the Corporation.

          e. PRIORITY. All of the preferential amounts to be paid to the holders
     of the  Preferred  Stock shall be paid or set apart for payment  before the
     payment or setting apart for payment of any amount for, or the distribution
     of any assets of the  Corporation  to, the holders of Common  Stock and any
     Junior Stock as to distributions upon liquidation.

     5.   VOTING RIGHTS.

          a. GENERAL. Except as otherwise provided by law and in the Articles of
     Incorporation,  the holders of Preferred  Stock and Common Stock shall vote
     together  as a  single  class  on  all  matters  to  be  voted  on  by  the
     shareholders of the Corporation on the following  bases: (1) each holder of
     Preferred  Stock  shall be  entitled  to one vote for each  share of Common
     Stock which would be issuable to such holder upon the  conversion of all of
     the  shares  of  Preferred  Stock  so  held  on the  record  date  for  the
     determination  of  shareholders  entitled  to vote;  and (2) each holder of
     Common Stock shall be entitled to one vote per share.  In any case in which
     holders of Series A-P Preferred Stock shall be entitled to vote as separate
     classes pursuant to Florida law or this  Certificate,  (excluding the prior
     sentence hereof),  each holder of each such series shall be entitled to one
     vote for each share of Preferred Stock.




                                       4
<PAGE>

          b.  SHAREHOLDER  APPROVALS.  So long as any of the shares of Preferred
     Stock are  outstanding,  except  where the vote or  written  consent of the
     holders of a greater number of shares of the Corporation is required by law
     or the Articles of Incorporation and in addition to any other vote required
     by law, without the prior consent of the holders of the outstanding  shares
     of Preferred Stock, given in person or by proxy,  either in writing or at a
     special meeting called for that purpose, the Corporation will not:

               (i) authorize or issue a new class of equity  securities  (or any
          equity or debt securities  convertible into equity securities) ranking
          senior to or PARI PASSU with the Preferred Stock;

               (ii)   authorize   or  effect  any  capital   reorganization   or
          reclassification  of any securities (or  securities  convertible  into
          other  securities) into equity  securities of the Corporation  ranking
          senior to or PARI PASSU with the Preferred Stock;

               (iii) amend,  alter or repeal this  Certificate,  the Articles of
          Incorporation, or the Bylaws of the Corporation in any manner so as to
          adversely affect the respective rights,  privileges and preferences of
          the Preferred Stock; or

               (iv)  authorize  the issuance of  additional  shares of Preferred
          Stock.

     6.   CONVERSION OF PREFERRED STOCK.

          a. GENERAL.  Subject to the terms and  conditions of this paragraph 6,
     the Preferred Stock shall be mandatorily  convertible  into an aggregate of
     6,733,333  fully paid and  nonassessable  whole shares of Common Stock (the
     "Underlying  Shares"),  upon the occurrence of a Mandatory Conversion Event
     and in the manner hereinafter provided.

          b. CONVERSION RATE.

               (i) Upon the  occurrence of a Mandatory  Conversion  Event,  each
          share of  Preferred  Stock  shall be  automatically  converted  into a
          number of  Underlying  Shares that is  determined as to each series of
          Preferred Stock as follows:

                    SERIES A  PREFERRED  STOCK  CONVERSION  RATE.  The  Series A
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series A
               Earned Preferred Return, plus (b) 18.921% of the excess if any of
               the  Datalinc  Value and the net  portion  of the  Fastcom  Value
               allocated  to the Series L  Preferred  Stock after the payment in
               full of all of the  Earned  Preferred  Returns  of the Series A-E
               Preferred  Stock.  (B)  The  division  of  the  sum  obtained  in
               calculation  A  by  the  Remainder   Conversion  Value.  (C)  The
               multiplication  of  the  number  obtained  in  calculation  B  by
               6,733,333.

                    SERIES B  PREFERRED  STOCK  CONVERSION  RATE.  The  Series B
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following

                                       5
<PAGE>

               calculations:  (A) The  addition of (a) the value of the Series B
               Earned Preferred Return,  plus (b) 8.642% of the excess if any of
               the  Datalinc  Value and the net  portion  of the  Fastcom  Value
               allocated  to the Series L  Preferred  Stock after the payment in
               full of all of the  Earned  Preferred  Returns  of the Series A-E
               Preferred  Stock.  (B)  The  division  of  the  sum  obtained  in
               calculation  A  by  the  Remainder   Conversion  Value.  (C)  The
               multiplication  of  the  number  obtained  in  calculation  B  by
               6,733,333.

                    SERIES C  PREFERRED  STOCK  CONVERSION  RATE.  The  Series C
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series C
               Earned Preferred Return,  plus (b) 5.429% of the excess if any of
               the  Datalinc  Value and the net  portion  of the  Fastcom  Value
               allocated  to the Series L  Preferred  Stock after the payment in
               full of all of the  Earned  Preferred  Returns  of the Series A-E
               Preferred  Stock.  (B)  The  division  of  the  sum  obtained  in
               calculation  A  by  the  Remainder   Conversion  Value.  (C)  The
               multiplication  of  the  number  obtained  in  calculation  B  by
               6,733,333.

                    SERIES D  PREFERRED  STOCK  CONVERSION  RATE.  The  Series D
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series D
               Earned Preferred Return,  plus (b) 9.137% of the excess if any of
               the  Datalinc  Value and the net  portion  of the  Fastcom  Value
               allocated  to the Series L  Preferred  Stock after the payment in
               full of all of the  Earned  Preferred  Returns  of the Series A-E
               Preferred  Stock.  (B)  The  division  of  the  sum  obtained  in
               calculation  A  by  the  Remainder   Conversion  Value.  (C)  The
               multiplication  of  the  number  obtained  in  calculation  B  by
               6,733,333.

                    SERIES E  PREFERRED  STOCK  CONVERSION  RATE.  The  Series E
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series E
               Earned Preferred Return,  plus (b) 7.871% of the excess if any of
               the  Datalinc  Value and the net  portion  of the  Fastcom  Value
               allocated  to the Series L  Preferred  Stock after the payment in
               full of all of the  Earned  Preferred  Returns  of the Series A-E
               Preferred  Stock.  (B)  The  division  of  the  sum  obtained  in
               calculation  A  by  the  Remainder   Conversion  Value.  (C)  The
               multiplication  of  the  number  obtained  in  calculation  B  by
               6,733,333.

                    SERIES F  PREFERRED  STOCK  CONVERSION  RATE.  The  Series F
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations: (A) 4.0% of the excess if any of the Datalinc Value
               and the  Fastcom  Value  after the  payment in full of all of the
               Earned  Preferred  Returns of the Series A-E Preferred Stock. (B)


                                       6
<PAGE>

               The  division  of the number  obtained  in  calculation  A by the
               Remainder  Conversion Value. (C) The multiplication of the number
               obtained in calculation B by 6,733,333.

                    SERIES G  PREFERRED  STOCK  CONVERSION  RATE.  The  Series G
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A)  46.0% of the  excess  if any of the  Datalinc
               Value and the  Fastcom  Value after the payment in full of all of
               the Earned  Preferred  Returns of the Series A-E Preferred Stock.
               (B) The division of the number  obtained in  calculation A by the
               Remainder  Conversion Value. (C) The multiplication of the number
               obtained in calculation B by 6,733,333.

                    SERIES H  PREFERRED  STOCK  CONVERSION  RATE.  The  Series H
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series H
               Earned Preferred  Return,  if any, plus (b) 2.184% of the Fastcom
               Value.  (B) The division of the sum obtained in  calculation A by
               the Remainder  Conversion  Value. (C) The  multiplication  of the
               number obtained in calculation B by 6,733,333.

                    SERIES I  PREFERRED  STOCK  CONVERSION  RATE.  The  Series I
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) 0.546% of the Fastcom Value.  (B) The division
               of  the  number  obtained  in  calculation  A  by  the  Remainder
               Conversion  Value. (C) The  multiplication of the number obtained
               in calculation B by 6,733,333.

                    SERIES J  PREFERRED  STOCK  CONVERSION  RATE.  The  Series J
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series J
               Earned Preferred Return , if any, plus (b) 11.755% of the Fastcom
               Value.  (B) The division of the sum obtained in  calculation A by
               the Remainder  Conversion  Value. (C) The  multiplication  of the
               number obtained in calculation B by 6,733,333.

                    SERIES  K  PREFERRED  STOCK  CONVERSION  RATE.  (Series  K -
               RESERVED)

                    SERIES L  PREFERRED  STOCK  CONVERSION  RATE.  The  Series L
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  difference  between  (a)  79.262%  of the
               Fastcom  Value,  minus  (b) the sum of any  Series H, J, K, and M
               Earned Preferred Returns. (B) The division of the sum obtained in
               calculation  A  by  the  Remainder   Conversion  Value.  (C)  The
               multiplication  of  the  number  obtained  in  calculation  B  by
               6,733,333.

                    SERIES M  PREFERRED  STOCK  CONVERSION  RATE.  The  Series M
               Preferred  Stock shall be converted  into a number of  Underlying


                                       7
<PAGE>

               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) The  addition of (a) the value of the Series M
               Earned  Preferred  Return , if any, plus (b) 0.01% of the Fastcom
               Value.  (B) The division of the sum obtained in  calculation A by
               the Remainder  Conversion  Value. (C) The  multiplication  of the
               number obtained in calculation B by 6,733,333.

                    SERIES N  PREFERRED  STOCK  CONVERSION  RATE.  The  Series N
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) 2.356% of the Fastcom Value.  (B) The division
               of  the  number  obtained  in  calculation  A  by  the  Remainder
               Conversion  Value. (C) The  multiplication of the number obtained
               in calculation B by 6,733,333.

                    SERIES O  PREFERRED  STOCK  CONVERSION  RATE.  The  Series O
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) 0.982% of the Fastcom Value.  (B) The division
               of  the  number  obtained  in  calculation  A  by  the  Remainder
               Conversion  Value. (C) The  multiplication of the number obtained
               in calculation B by 6,733,333.

                    SERIES P  PREFERRED  STOCK  CONVERSION  RATE.  The  Series P
               Preferred  Stock shall be converted  into a number of  Underlying
               Shares  equal  to  the  result   obtained   from  the   following
               calculations:  (A) 1.0% of the Fastcom Value. (B) The division of
               the number obtained in calculation A by the Remainder  Conversion
               Value.  (C)  The   multiplication   of  the  number  obtained  in
               calculation B by 6,733,333.

                    (ii) Upon the  occurrence of a Mandatory  Conversion  Event,
               the Corporation shall forthwith file at each office designated to
               accept the conversion of Preferred Stock, a statement,  signed by
               the  President,  any  Vice  President  or  the  Treasurer  of the
               Corporation,  showing in reasonable detail the calculation of the
               Conversion  Rate  as to  each  series  of  Preferred  Stock.  The
               Corporation   shall  also  cause  a  notice  setting  forth  such
               calculations to be sent by mail, first class, postage prepaid, to
               each  record  holder  of  Preferred  Stock at his or its  address
               appearing on the stock register.

               c. EARNED PREFERRED RETURNS.  Upon a Mandatory  Conversion Event,
          there shall be no Earned  Preferred  Returns on the  Preferred  Stock,
          except as set forth below:

                    SERIES A  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series A Preferred  Stock shall be an amount  equal
               to  the  aggregate  Preferred  Return  on  the  Adjusted  Capital
               Investment  (as  such  terms  are  defined  in  the   partnership
               agreement of Datalinc,  Ltd.) of all holders of Datalinc's Series
               100 Units, as accrued through the date of a Mandatory  Conversion
               Event.




                                       8
<PAGE>

                    SERIES B  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series B Preferred  Stock shall be an amount  equal
               to  the  aggregate  Preferred  Return  on  the  Adjusted  Capital
               Investment  (as  such  terms  are  defined  in  the   partnership
               agreement of Datalinc,  Ltd.) of all holders of Datalinc's Series
               200 Units, as accrued through the date of a Mandatory  Conversion
               Event.

                    SERIES C  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series C Preferred  Stock shall be an amount  equal
               to  the  aggregate  Preferred  Return  on  the  Adjusted  Capital
               Investment  (as  such  terms  are  defined  in  the   partnership
               agreement of Datalinc,  Ltd.) of all holders of Datalinc's Series
               300 Units, as accrued through the date of a Mandatory  Conversion
               Event.

                    SERIES D  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series D Preferred  Stock shall be an amount  equal
               to  the  aggregate  Preferred  Return  on  the  Adjusted  Capital
               Investment  (as  such  terms  are  defined  in  the   partnership
               agreement of Datalinc,  Ltd.) of all holders of Datalinc's Series
               300E1  Units,  as accrued from June 1, 1993 through the date of a
               Mandatory Conversion Event.

                    SERIES E  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series E Preferred  Stock shall be an amount  equal
               to  the  aggregate  Preferred  Return  on  the  Adjusted  Capital
               Investment  (as  such  terms  are  defined  in  the   partnership
               agreement of Datalinc,  Ltd.) of all holders of Datalinc's Series
               300E2 Units,  as accrued from  September 1, 1993 through the date
               of a Mandatory Conversion Event.

                    SERIES H  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series H Preferred Stock shall be a number equal to
               the Discounted  Fastcom Value, if the Discounted Fastcom Value is
               equal to or greater than $18,431,595.  If the Discounted  Fastcom
               Value is less than  $18,431,595,  the  Series H Earned  Preferred
               Return  shall be a number equal to the result  obtained  from the
               following  calculations:  (A) The division of  18,431,595  by the
               Discounted  Fastcom Value. (B) The  multiplication  of the number
               obtained in calculation A by 2.184%.  (C) The  multiplication  of
               the number  obtained in calculation B by the Fastcom  Value.  (D)
               The  Fastcom  Value  multiplied  by  2.184%.  (E) The  difference
               between the numbers  obtained in calculations C and D. The Series
               H Preferred  Stock  shall not be entitled to an Earned  Preferred
               Return unless the Mandatory Conversion Event is an IPO.

                    SERIES J  EARNED  PREFERRED  RETURN.  The  Earned  Preferred
               Return on the Series J Preferred Stock shall be a number equal to
               the Discounted  Fastcom Value, if the Discounted Fastcom Value is
               equal to or greater than $19,894,940.  If the Discounted  Fastcom
               Value is less than  $19,894,940,  the  Series J Earned  Preferred
               Return  shall be a number equal to the result  obtained  from the
               following  calculations:  (A) The division of  19,894,940  by the
               Discounted  Fastcom Value. (B) The  multiplication  of the number


                                       9
<PAGE>

               obtained in calculation A by 11.757%.  (C) The  multiplication of
               the number  obtained in calculation B by the Fastcom  Value.  (D)
               The  Fastcom  Value  multiplied  by 11.757%.  (E) The  difference
               between the numbers  obtained in calculations C and D. The Series
               J Preferred  Stock  shall not be entitled to an Earned  Preferred
               Return unless the Mandatory Conversion Event is an IPO.

                    SERIES K EARNED PREFERRED RETURN.

                    (Series K - RESERVED)

                    SERIES M EARNED PREFERRED RETURN. (i) The Series M Preferred
               Stock shall not be entitled to an Earned  Preferred Return if the
               Conversion Value of the Corporation is less than $30,000,000. The
               Series M Preferred  Stock may be entitled to an Earned  Preferred
               Return when the Conversion  Value of the  Corporation is at least
               $30,000,000  (the  "SERIES M  CONVERSION  VALUE"),  however,  the
               Series M Conversion Value is subject to an adjustment upwards if,
               within 6 months from August 26, 1997, the Corporation  receives a
               capital  infusion  that is reflected  as equity in the  financial
               statements   of  Thrucomm  (a  "CAPITAL   INFUSION").   Upon  the
               occurrence  of any Capital  Infusion,  the amount of the Series M
               Conversion  Value  shall be  increased  dollar  for dollar by the
               amount of such Capital  Infusion or Capital  Infusions,  however,
               the Series M Conversion  Value shall not exceed  $35,000,000 (the
               "MAXIMUM  SERIES M CONVERSION  Value"),  and any further  Capital
               Infusions  shall not  further  increase  the Series M  Conversion
               Value.

               (ii) If the Series M Preferred Stock is entitled, pursuant to the
          conditions set forth in subsection (i) of this Paragraph 6, to an Earn
          Preferred Return upon the occurrence of a Mandatory  Conversion Event,
          the amount of the Series M Earned  Preferred  Return shall be a number
          equal to  $750,000  plus  4.3% of  Datalinc's  share of the  Remainder
          Conversion  Value,  which  number  is  the  result  of  the  following
          calculations:  (A) The  addition of (a) the  Datalinc  Value,  (b) the
          portion of the  Fastcom  Value  allocated  to the  Series L  Preferred
          Stock,  and (c) the  portion of the  Fastcom  Value  allocated  to the
          Series M Stock, which amounts shall be mathematically discernable upon
          the  occurrence of a Mandatory  Conversion  Event.  (B) The sum of the
          Series A-E Earned Preferred  Returns.  (C) The difference  between the
          numbers  obtained in calculations A and B. (D) The difference  between
          the  number   obtained  in   calculation  C  and  $750,000.   (E)  The
          multiplication  of the number  obtained in  calculation D by 4.3%. (F)
          The addition of the number obtained in calculation E and $750,000. (G)
          The difference  between the result obtained in calculation F and 0.01%
          of the Fastcom Value.

          d. CONVERSION PREFERENCE.

               (i) The  allocation of the Fastcom Value to the holders of Series
          H-P Preferred Stock shall be in the order as follows:  (A) First, PARI
          PASSU to the  holders  of  Series  H, J, K, and M  Preferred  Stock to
          satisfy Earned Preferred  Returns on such series,  if any. (B) Second,
          pari passu to the holders of Series H-P Preferred  Stock in accordance
          with the Conversion Rate of each such series.

                                       10
<PAGE>

               (ii) The  allocation of the Datalinc  Value to the holders of the
          Series A-G Preferred  Stock shall be in the order which  follows:  (A)
          First,  to the holders of the Series A-E  Preferred  Stock as follows:
          37.85%  to the  Series  A  Preferred  Stock,  17.28%  to the  Series B
          Preferred Stock, 10.86% to the Series C Preferred Stock, 18.27% to the
          Series D Preferred  Stock, and 15.47% to the Series E Preferred Stock,
          until the Series A-E Earned Preferred  Returns have been paid in full.
          (B)  Second,  PARI PASSU to the  holders  of the Series A-G  Preferred
          Stock in accordance with the Conversion Rate of each such series.

          e. ISSUANCE OF COMMON STOCK CERTIFICATES; TIME CONVERSION EFFECTED.

               (i) As soon as  reasonably  practicable  following the receipt of
          the notice  set forth in  paragraph  6(b)(ii)  above,  each  holder of
          Preferred  Stock shall  surrender to the  Corporation at its principal
          offices,  or to any  transfer  agent  for  the  Corporation,  (A)  the
          certificate  or  certificates  representing  such shares of  Preferred
          Stock to be  converted  and (B)  transfer  instrument  or  instruments
          satisfactory to the Corporation and sufficient to transfer such shares
          of Preferred  Stock to the Corporation  free of any adverse  interest.
          Such  notice  shall also state the name or names (with  addresses)  in
          which the  certificates for shares issuable upon such conversion shall
          be issued.

               (ii)  Promptly   after  the  surrender  of  the   certificate  or
          certificates  for the  share or shares  of the  Preferred  Stock to be
          converted,  the  Corporation  shall issue and deliver,  or cause to be
          issued and delivered, to such holder, registered in such name or names
          as such holder may direct,  subject to compliance with applicable laws
          to the extent such designation shall involve a transfer, a certificate
          or certificates for the number of whole share of Common Stock issuable
          upon the conversion of such share or shares of Preferred Stock.

               (iii) To the  extent  permitted  by law,  the  conversion  of the
          Preferred Stock shall be deemed to have been effected for all purposes
          including without limitation the taking of a record date for a meeting
          of the  shareholders of the  Corporation,  at the close of business on
          the date on which  certificate or certificates  for share or shares of
          Preferred  Stock  have been  surrendered  as  aforesaid  in  paragraph
          6(e)(ii),  and at such time the  rights of the holder of such share or
          shares of Preferred  Stock shall  cease,  and the person or persons in
          whose  name or names any  certificate  or  certificates  for shares of
          Common Stock shall be issuable upon such conversion shall be deemed to
          have become the holder or holders of record of the shares  represented
          thereby.

          f.  FRACTIONAL  SHARES.  No  fractional  shares  shall be issued  upon
     conversion of the  Preferred  Stock into Common  Stock.  If any  fractional
     interest in a share of Common Stock  would,  except for the  provisions  of
     this paragraph, be deliverable upon such conversion,  in lieu of delivering
     the fractional share thereof,  each fractional interest shall be rounded up
     to the nearest whole share of Common Stock.





                                       11
<PAGE>

          g. REORGANIZATION;  RECLASSIFICATION. If any capital reorganization or
     reclassification  of the Capital Stock of the Corporation shall be effected
     in such a way that  holders of Common  Stock  shall be  entitled to receive
     Capital  Stock,  securities  or assets with  respect to or in exchange  for
     Common   Stock,   then,   as  a  condition   of  such   reorganization   or
     reclassification, lawful and adequate provisions shall be made whereby each
     holder of a share or shares of Preferred  Stock shall  thereafter  have the
     right to receive,  upon the basis,  terms and conditions  specified herein,
     and  in  lieu  of  the  shares  of  Common  Stock  immediately  theretofore
     receivable  upon the  conversion  of such share or shares of the  Preferred
     Stock, such shares of Capital Stock,  securities or assets as may be issued
     or payable  with  respect  to or in  exchange  for a number of  outstanding
     shares of such Common  Stock equal to the number of shares of Common  Stock
     immediately   theretofore   so  receivable  had  such   reorganization   or
     reclassification  not  taken  place,  and in  any  such  case,  appropriate
     provision  shall be made with  respect to the rights and  interests of such
     holder to the end that the provisions of this Certificate  shall thereafter
     be  applicable,  as nearly as may be, in  relation to any shares of Capital
     Stock, securities or assets thereafter deliverable upon conversion.

          h.  OTHER  NOTICES.  In case at any time  there  shall be any  capital
     reorganization or reclassification of the Capital Stock of the Corporation,
     then the  Corporation  shall give,  by first class mail,  postage  prepaid,
     return  receipt  requested,  addressed  to each  holder  of any  shares  of
     Preferred  Stock at the address of such holder as shown on the books of the
     Corporation,  at least 30 days' prior  written  notice of the date when the
     same shall occur.  Such notice shall  specify the date on which the holders
     of Common  Stock  shall be  entitled to  exchange  their  Common  Stock for
     securities  or other  property  deliverable  upon  such  reorganization  or
     reclassification.

          i. STOCK TO BE RESERVED. The Corporation will at all times reserve and
     keep available out of its authorized  Common Stock,  solely for the purpose
     of issue upon the conversion of the Preferred Stock as provided pursuant to
     paragraph  6 herein,  6,733,333  shares of  Common  Stock as shall  then be
     issuable upon the conversion of all outstanding  shares of Preferred Stock.
     The  Corporation  covenants that all shares of Common Stock,  if any, which
     shall be so issued  shall be duly and  validly  issued  and fully  paid and
     nonassessable and free from all taxes,  liens and charges arising out of or
     by reason of the issue thereof.  The Corporation  will take all such action
     as may be  necessary  on its part to assure  that all such shares of Common
     Stock,  may  be so  issued  without  violation  of  any  applicable  law or
     regulation, or of any requirements of any national securities exchange upon
     which the Common Stock of the Corporation may be listed.

          j. NO  REISSUANCE OF THE PREFERRED  STOCK.  Shares of Preferred  Stock
     which are  converted  into shares of Common Stock as provided  herein shall
     not be reissued.

          k. ISSUE TAX. The issuance of certificates  for shares of Common Stock
     upon  conversion of the Preferred Stock shall be made without charge to the
     holders thereof for any issuance tax in respect thereof,  provided that the
     Corporation  shall not be  required  to pay any tax which may be payable in
     respect of any  transfer  involved  in the  issuance  and  delivery  of any
     certificate in a name other than of the holder of the Preferred Stock which


                                       12
<PAGE>

     is being  converted.  l. CLOSING OF BOOKS.  The Corporation will at no time
     close its transfer books against the transfer of any Preferred  Stock or of
     any shares of Common Stock issued or issuable  upon the  conversion  of any
     shares of Preferred  Stock in any manner which  interferes  with the timely
     conversion of such Preferred Stock.

     7.   MISCELLANEOUS.

          a.  BUSINESS DAY. If any payment shall be required by the terms hereof
     to be made on a day that is not a Business  Day, such payment shall be made
     on the immediately succeeding Business Day.

          b.  EXCLUSION OF OTHER RIGHTS.  Except as may otherwise be required by
     law,  the  shares  of  Preferred  Stock  shall  not have any  designations,
     preferences,  limitations or relative rights, other than those specifically
     set forth in these  resolutions  (as such  resolutions  may be amended from
     time to time) and in the Articles of Incorporation of the Corporation.

          c.  HEADINGS.  The headings of the various  sections  and  subsections
     hereof  are for  convenience  of  reference  only and shall not  affect the
     interpretation of any of the provisions hereof.

          d. SEVERABILITY OF PROVISIONS.  If any right, preference or limitation
     of the Preferred Stock set forth in this  Certificate (as such  Certificate
     may be amended  from time to time) is  invalid,  unlawful or  incapable  of
     being  enforced  by reason of any rule or law or public  policy,  all other
     rights,  preferences and  limitations set forth in this  Certificate (as so
     amended)  which  can be given  effect  without  the  invalid,  unlawful  or
     unenforceable right, preference or limitation, shall nevertheless remain in
     full force and effect,  and no right,  preference or limitation  herein set
     forth shall be deemed  dependent  upon any other such right,  preference or
     limitation unless so expressed herein.

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

     8.   DEFINITIONS. As used in this Certificate of Designation, the following
          terms shall have the  following  meanings  (with terms  defined in the
          singular having  comparable  meanings when used in the plural and VICE
          VERSA),   unless  the  context   otherwise   requires:   "Articles  of
          Incorporation" means the Articles of Incorporation of Thrucomm, Inc.

          "Available  Assets" shall have the meaning ascribed to it in paragraph
          4(a) hereof.

          "Board of  Directors"  shall have the  meaning  ascribed  to it in the
          first recital hereof.

          "Business Day" means any day except a Saturday,  a Sunday,  or any day
          on which banking  institutions  in New York,  New York are required or
          authorized by law or other governmental action to be closed.



                                       13
<PAGE>

          "Capital  Infusion" shall have the meaning ascribed to it in paragraph
          6(c)

          "Capital  Stock"  means,  with respect to any Person,  (i) any and all
          shares, interests,  participation, rights or other equivalents thereof
          (however designated and whether voting or non-voting) in such Person's
          capital  stock,  and (ii) any and all rights to purchase,  warrants or
          options  exchangeable  for or  convertible  into such  capital  stock,
          including any debt security that is  exchangeable  for or  convertible
          into such capital stock.

          "Common  Stock"  shall have the meaning  ascribed to it in paragraph 2
          hereof.

          "Conversion  Preference" means the order of distribution of Underlying
          Shares to the holders of  Preferred  Stock,  as set forth in paragraph
          6(d) hereof.

          "Conversion  Rate" means the number of Underlying  Shares into which a
          share of Preferred  Stock will be converted  upon the  occurrence of a
          Mandatory  Conversion Event,  determined as to each such series in the
          manner set forth in paragraph 6(b) of this Certificate.

          "Conversion  Value"  means  the  value  of  Thrucomm,  not  less  than
          $20,000,000,  as  determined  at the  time of a  Mandatory  Conversion
          Event.  If the Mandatory  Conversion  Event is an IPO, the  Conversion
          Value  shall  be an  amount  equal  to the  result  obtained  from the
          following  calculations:  (A) the multiplication of the gross proceeds
          of the IPO by the inverse of the fraction of the Corporation's  Common
          Stock  sold in the IPO,  and (B) the  difference  between  the  result
          obtained in  calculation  A and the gross  proceeds of the IPO. If the
          Mandatory  Conversion Event is a Sale or Merger,  the Conversion Value
          shall be an amount equal to the aggregate consideration proposed to be
          received in the Sale or Merger.  If the Mandatory  Conversion Event is
          an Investment,  the  Conversion  Value shall be an amount equal to the
          aggregate value received in the Investment.

          "Corporation"  means Thrucomm,  Inc., a Florida  corporation,  and its
          successors and assigns.

          "Datalinc" means Datalinc, Ltd., a Florida limited partnership.

          "Datalinc  Liquidation  Value"  means  the  portion  of the  Remainder
          Available Assets allocated to Datalinc,  Ltd.,  determined at the time
          of a liquidation,  winding up and dissolution of the  Corporation,  as
          follows:  If the Remainder  Available Assets is less than $30,000,000,
          the Datalinc  Liquidation Value shall be $9,000,000.  If the Remainder
          Available  Assets is greater  than or equal to  $30,000,000,  but less
          than  $60,000,000,  the Datalinc  Liquidation Value shall be an amount
          equal to the result obtained from the following calculations:  (A) The
          difference between the Remainder Available Assets and $30,000,000. (B)
          The result  obtained in  calculation A divided by the number five (5).
          (C) The sum of the result obtained in calculation B and $9,000,000. If
          the   Remainder   Available   Assets  is  greater  than  or  equal  to
          $60,000,000,  the Datalinc  Liquidation Value shall be an amount equal


                                       14
<PAGE>

          to the  result  obtained  from  the  following  calculations:  (A) The
          difference between the Remainder Available Assets and $60,000,000. (B)
          The result  obtained in  calculation A divided by the number ten (10).
          (C) The sum of the result obtained in calculation B and $15,000,000.

          "Datalinc  Value" means the portion of the Conversion  Value allocated
          to Datalinc,  Ltd.,  determined at the time of a Mandatory  Conversion
          Event as  follows:  If the  Remainder  Conversion  Value is less  than
          $30,000,000,  the Datalinc Value shall be $9,000,000. If the Remainder
          Conversion  Value is greater  than or equal to  $30,000,000,  but less
          than  $60,000,000,  the Datalinc Value shall be an amount equal to the
          result  obtained from the following  calculations:  (A) The difference
          between the Remainder Conversion Value and $30,000,000. (B) The result
          obtained in  calculation A divided by the number five (5). (C) The sum
          of  the  result  obtained  in  calculation  B and  $9,000,000.  If the
          Remainder  Conversion  Value is greater than or equal to  $60,000,000,
          the  Datalinc  Value shall be an amount  equal to the result  obtained
          from  the  following  calculations:  (A) The  difference  between  the
          Remainder Conversion Value and $60,000,000. (B) The result obtained in
          calculation  A divided  by the  number  ten  (10).  (C) The sum of the
          result obtained in calculation B and $15,000,000.

          "Discounted Fastcom Value" means an amount equal to the product of (i)
          .30 and (ii) the Fastcom Value.

          "Dividend  Payment  Date"  shall have the  meaning  ascribed  to it in
          paragraph  3(a) hereof.  "Earned  Preferred  Return" means the number,
          determined as to a particular  series of Preferred Stock in the manner
          set forth in paragraph 6(c) of this Certificate upon the occurrence of
          a Mandatory Conversion Event.

          "Fastcom" means Fastcom, Ltd., a Florida limited partnership.

          "Fastcom  Liquidation  Value"  shall  mean  an  amount  equal  to  the
          difference  between the  Remainder  Available  Assets and the Datalinc
          Liquidation Value.

          "Fastcom  Value" shall mean an amount equal to the difference  between
          the Remainder Conversion Value and the Datalinc Value.

          "Investment"  means  the  sale  by the  Corporation,  to  one or  more
          investors in a single transaction,  of a one-third or greater interest
          in the Corporation.

          "IPO"  means the  consummation  of an initial  public  offering of the
          Common Stock pursuant to an effective registration statement.

          "Junior  Stock"  shall have the meaning  ascribed to it in paragraph 2
          hereof.

          "Mandatory  Conversion  Event"  means  the  earliest  to  occur of the
          following:  (i) the  consummation of an initial public offering of the
          Common Stock pursuant to an effective registration  statement,  (ii) a
          Sale or the approval by the Board of Directors of a proposed  Sale and
          the  execution  of a  definitive  agreement  for  such  Sale  which is


                                       15
<PAGE>

          conditioned upon the approval of the Corporation's shareholders, (iii)
          a Merger or the approval by the Board of Directors of a Merger and the
          execution  of  a  definitive   agreement   for  such  Merger  that  is
          conditioned  upon the approval of the  Corporation's  shareholders  or
          (iv) the sale by the Corporation, to one or more investors in a single
          transaction, of a one-third or greater interest in the Common Stock or
          other securities exercisable for or convertible into Common Stock.

          "Maximum  Series M Conversion  Value" shall have the meaning  ascribed
          thereto in paragraph 6(c) hereof.

          "Merger"  means the merger of the  Corporation  with a  non-affiliated
          entity, whereby the Corporation is not the surviving entity.

          "Parity  Stock"  shall have the meaning  ascribed to it in paragraph 2
          hereof.

          "Person" means any individual, corporation, limited liability company,
          partnership,  joint venture, association,  joint-stock company, trust,
          unincorporated  organization  or government or any agency or political
          subdivision thereof.

          "Preferred Stock" shall have the meaning ascribed to it in paragraph 1
          hereof.

          "Remainder  Available Assets" shall have the meaning ascribed to it in
          paragraph 4(b)(i) hereof.

          "Remainder Conversion Value " means the excess of the Conversion Value
          after any  distribution  of a portion of the  Conversion  Value to any
          person having an interest in the Corporation  which interest is senior
          to the Preferred Stock with respect to distributions of the Conversion
          Value,  and  the  interests  of  the  Corporation's  Series  A  Senior
          Convertible  Preferred  Stock,  simultaneously  or hereafter  created,
          shall  rank PARI  PASSU  with the  Preferred  Stock  with  respect  to
          distributions  of the  Conversion  Value.  "Sale" means the sale of at
          least 80% of the Corporation's assets.

          "Senior  Stock"  shall have the meaning  ascribed to it in paragraph 2
          hereof.

          "Series A Senior  Preferred  Stock" shall have the meaning ascribed to
          it in paragraph 2 hereof.

          "Series B Senior  Preferred  Stock" shall have the meaning ascribed to
          it in paragraph 2 hereof.

          "Series M Conversion Value" shall have the meaning ascribed thereto in
          paragraph 6(c) hereof.

          "Underlying Shares" shall have the meaning ascribed to it in paragraph
          6(a) hereof.





                                       16
<PAGE>

     FURTHER  RESOLVED,  that the  appropriate  officers of the  Corporation are
hereby authorized to (i) execute and acknowledge this Certificate  setting forth
these  resolutions  and (ii) to cause  articles of  amendment to the Articles of
Incorporation  setting forth this  Certificate to be delivered to the Department
of State for filing, in accordance with the requirements of Section  607.0602(4)
of the Florida Business Corporation Act of the State of Florida.


     IN WITNESS  WHEREOF,  THRUCOMM,  INC. has caused its  corporate  seal to be
affixed  hereunto and this  Certificate 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


























                                       17
<PAGE>