CERTIFICATE OF DESIGNATION OF THE SERIES, PREFERENCES,
                     LIMITATIONS AND RELATIVE RIGHTS OF THE
                                    SERIES B
                       SENIOR CONVERTIBLE PREFERRED STOCK
                            $.001 PAR VALUE PER SHARE
                                       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 a 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  a single  series of the  preferred
     stock of the  Corporation,  the  designation  of which  shall be  "Series B
     Senior Convertible Preferred Stock", par value $.001 per share (the "SERIES
     B SENIOR PREFERRED  STOCK").  The number of authorized shares  constituting
     the Series B Senior Preferred Stock is 2,200,000.





                                       1
<PAGE>

     2. RANK.

          a. The Series B Senior Preferred Stock shall, with respect to dividend
     distributions  and distributions of assets and rights upon the liquidation,
     winding up and  dissolution of the  Corporation,  rank on a parity with the
     Corporation's Series A Senior Convertible  Preferred Stock, par value $.001
     per share  (the  "SERIES A SENIOR  PREFERRED  Stock").  The Series B Senior
     Preferred Stock shall,  with respect to dividend  distributions,  rank on a
     parity with,  and 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  Series B Senior  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  Series
     A-P,  Mandatory  Convertible  Preferred  Stock,  par value  $.001 per share
     (collectively, the "SERIES A-P PREFERRED STOCK").

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

     3.   DIVIDENDS.

          a.  So  long  as  any  shares  of  Series  A-P  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, the Series B
     Senior  Preferred  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 Series A-P
     Preferred  Stock  as  to  distributions  of  assets  and  rights  upon  the
     liquidation, winding up and dissolution of the Corporation.

                                       2
<PAGE>

          b. The holders of the outstanding  shares of Series B Senior Preferred
     Stock shall be entitled to receive,  when,  as and if declared by the Board
     of Directors,  out of funds legally  available  therefor,  dividends to the
     same  extent  as,  on  the  same  basis  as,  at  the  same  rate  as,  and
     contemporaneously  with, dividends when, as and if declared by the Board of
     Directors  with  respect  to shares of Common  Stock,  as if such  Series B
     Senior  Preferred Stock had been converted into Common Stock, on the record
     date for  determining  the holders of Common Stock entitled to receive such
     dividend.  Such dividends shall be paid on the dates specified by the Board
     of  Directors as the dates for payment of dividends in respect of shares of
     Common Stock (each, a "DIVIDEND  PAYMENT  DATE").  No interest or dividends
     shall be payable in respect of any dividends which may be in arrears.  Each
     distribution  on the Series B Senior  Preferred  Stock  shall be payable to
     holders of record as they appear on the stock books of the  Corporation  on
     such  record  dates,  not less than ten (10) nor more than  sixty (60) days
     preceding the related Dividend Payment Date, as shall be fixed by the Board
     of Directors.

          c. All  dividends  paid  with  respect  to  shares  of Series B Senior
     Preferred  Stock  pursuant to paragraph  3(a) shall be paid PRO RATA and in
     like manner to all of the holders entitled thereto.

          d.  Nothing   herein   contained   shall  in  any  way  or  under  any
     circumstances  be  construed or deemed to require the Board of Directors to
     declare, or the Corporation to pay or set apart for payment,  any dividends
     on shares of the  Series B Senior  Preferred  Stock or Common  Stock at any
     time.

          e.
               (i) No full dividends shall be declared by the Board of Directors
          of the Corporation or paid or set apart for payment by the Corporation
          on  any   Parity   Stock   (including   the  Common   Stock)   unless,
          contemporaneously  therewith,  a like ratable  dividend  calculated in
          accordance  with  paragraph  3(a)  hereof is  declared  and  paid,  or
          declared  and a sum set  apart  sufficient  for such  payment,  on the
          Series B Senior  Preferred  Stock,  payable as set forth in  paragraph
          3(a) hereof. If any such dividends are not paid in full, as aforesaid,
          on the  shares of the  Series B Senior  Preferred  Stock and any other
          Parity  Stock,  all  dividends  declared  upon  shares of the Series B
          Senior  Preferred  Stock and any other  Parity Stock shall be declared
          PRO RATA so that the  amount of  dividends  declared  per share on the
          Series B Senior  Preferred  Stock and such  Parity  Stock shall in all
          cases bear to each other the same ratio  that  accrued  dividends  per
          share on the Series B Senior  Preferred  Stock and such  Parity  Stock
          bear to each other.

               (ii) The  Corporation  shall  not  declare,  pay or set apart for
          payment any dividend on any shares of Junior Stock or make any payment
          on account of, or set apart for  payment  money for a sinking or other
          similar fund for, the purchase, redemption or other retirement of, any
          shares of  Junior  Stock or any  warrants,  rights,  calls or  options
          exercisable  for or  convertible  into any shares of Junior Stock,  or
          make  any  distribution  in  respect   thereof,   either  directly  or
          indirectly,  whether in cash, obligations or shares of the Corporation
          or other  property,  and shall not permit any of its  Subsidiaries  to


                                       3
<PAGE>

          purchase  or redeem any shares of Junior  Stock or any such  warrants,
          rights, calls or options, unless all accrued and unpaid dividends have
          been or  contemporaneously  are declared and paid in cash, or declared
          and a sum in cash set apart sufficient for such payment, on the Series
          B Senior  Preferred  Stock  (all such  prohibited  payments  and other
          actions set forth above in this paragraph  3(d)(2) being  collectively
          referred to as "RESTRICTED JUNIOR PAYMENTS"). The foregoing provisions
          will not prohibit any of the  following:  (a) the payment of dividends
          or other  distributions  on  Junior  Stock  in the form of  additional
          shares  of  Junior  Stock  (or  the  adjustment  of  the   Liquidation
          Preference  of  such  Junior  Stock);  and  (b)  the  payment  of  any
          Restricted Junior Payment made with the affirmative vote or consent of
          the  holders of a majority  of the  issued and  outstanding  shares of
          Series B Senior Preferred Stock, voting or consenting, as the case may
          be, as one class,  provided that such holders do not also beneficially
          own shares of Junior Stock.

          f.  Subject  to the  foregoing  provisions  of this  paragraph  3, the
     Corporation  may  declare,  pay or set apart for payment  dividends  on any
     shares of Junior Stock or Parity Stock,  or make any payments on account of
     or set apart for payment money for a sinking or other similar fund for, the
     purchase,  redemption or other retirement of, any shares of Junior Stock or
     Parity Stock or any warrants,  rights,  calls or options exercisable for or
     convertible  into any  shares of Junior  Stock or Parity  Stock or make any
     distribution  in respect  thereof and the Corporation may permit any of its
     Subsidiaries  to  purchase  or redeem any shares of Junior  Stock or Parity
     Stock or such warrants,  rights,  calls or options,  and the holders of the
     shares of the Series B Senior  Preferred  Stock  shall not be  entitled  to
     share therein.

     4.   LIQUIDATION RIGHTS.

          a.  LIQUIDATION   PREFERENCE.   In  the  event  of  any  voluntary  or
     involuntary  liquidation,  dissolution  or winding up of the affairs of the
     Corporation,  the holders of shares of Series B Senior 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"),  an  amount  equal  to  $.001  per  share  (the
     "LIQUIDATION PREFERENCE").  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, unless in each
     such case such sale or merger involves a plan of liquidation.

          b.  LIQUIDATION  PAYMENT;  INSUFFICIENT  FUNDS.  Upon any liquidation,
     dissolution  or winding up of the  Corporation,  the holders of outstanding
     Series B Senior  Preferred  Stock shall be entitled to receive  payment for
     each share held, out of the excess,  if any, of the Available  Assets after
     any distribution of the Available Assets to any holder of any shares Senior
     Stock with respect to  distributions  of Available  Assets (the  "REMAINDER
     AVAILABLE ASSETS"),  an amount in cash equal to the Liquidation  Preference


                                       4
<PAGE>

     per share,  plus all accumulated and unpaid  dividends  thereon to the date
     fixed for liquidation  winding up and  dissolution of the Corporation  (the
     "LIQUIDATION  PAYMENT").  If upon such liquidation,  dissolution or winding
     up, the Remainder  Available Assets to be distributed  among the holders of
     the Series B Senior Preferred Stock shall be insufficient to permit payment
     in full of the Liquidation  Payment to the holders of outstanding shares of
     the Series B Senior Preferred Stock and any preferential  amount to be paid
     to the holders of Parity Stock with respect to  distributions of assets and
     rights upon the liquidation, winding up and dissolution of the Corporation,
     including  the Series A Senior  Preferred  Stock,  then the holders of such
     shares shall share  ratably in such  distribution  of assets in  accordance
     with the amount which would be payable on such  distribution if the amounts
     to which the  holders of  outstanding  shares of Series B Senior  Preferred
     Stock and the holders of such Parity Stock are entitled, were paid in full.

          c. PRIORITY. All of the preferential amounts to be paid to the holders
     of the  Series B Senior  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
     Series A-P  Preferred  Stock,  the holders of Common  Stock,  and any other
     Junior Stock with respect to distributions upon liquidation.

          d. NOTICE.  Written notice of any liquidation,  dissolution or winding
     up, stating a payment date, the amount of the  Liquidation  Payment and the
     place where said  Liquidation  Payment 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 the  Series B Senior
     Preferred  Stock,  such notice to be  addressed  to each such holder at his
     post office address as shown by the records of the Corporation.

     5.   VOTING RIGHTS.

          a. In addition to any rights afforded by law, the holder of each share
     of Series B Senior  Preferred  Stock  shall  have the right to one vote for
     each  share of  Common  Stock  into  which  such  share of  Series B Senior
     Preferred  Stock could then be converted on all matters as to which holders
     of Common Stock shall be entitled to vote,  in the same manner and with the
     same  effect as such  holders of Common  Stock,  voting  together  with the
     holders of Common  Stock,  Series A Senior  Preferred  Stock and Series A-P
     Preferred Stock, as one class,  and, with respect to such vote, such holder
     shall be entitled to notice of any stockholders' meeting in accordance with
     the Bylaws of the  Corporation and applicable law. b. So long as any shares
     of Series B Senior Preferred Stock are outstanding,  the Corporation  shall
     not,  without the affirmative  consent of a majority of the Series B Senior
     Preferred  Stock (i) amend,  alter or repeal any of the  provisions  of its
     Articles  of  Incorporation  which  would in any way  adversely  affect the
     rights of the holders of Series B Senior  Preferred Stock or (ii) issue any
     shares of Series B Senior  Preferred Stock other than pursuant to the terms
     of the Purchase Agreement.

          c. In any case in which the holders of Series B Senior Preferred Stock
     shall be  entitled to vote as a separate  class  pursuant to Florida law or
     this  Certificate of  Designation  (excluding  paragraph 5(a) above),  each
     holder of Series B Senior Preferred Stock shall be entitled to one vote for
     each share of Series B Senior Preferred Stock.


                                       5
<PAGE>

     6.   CONVERSION OF SERIES B SENIOR PREFERRED STOCK.

          a. OPTIONAL CONVERSION.  At any time and from time to time, each share
     of Series B Senior  Preferred Stock may be converted,  at the option of the
     holder thereof,  in the manner  hereinafter  provided,  into fully paid and
     nonassessable  shares of Common Stock at its then effective Conversion Rate
     (as defined below);  PROVIDED,  HOWEVER, that on any liquidation or winding
     up of the  affairs  of the  Corporation,  the  right  of  conversion  shall
     terminate at the close of business on the Business Day  preceding  the date
     fixed for  payment  of any  amounts  distributable  on  liquidation  to the
     holders of Series B Senior Preferred Stock.

          b. CONVERSION  RATE. (i) The initial  conversion rate for the Series B
     Senior  Preferred  Stock  shall be one (1) share of  Common  Stock for each
     share of Series B Senior Preferred Stock  surrendered for conversion (as in
     effect from time to time, the "CONVERSION  RATE"). The Conversion Rate from
     time to time in effect is subject to  adjustment  as provided in  paragraph
     6(d) hereof.

               (ii) Whenever the  Conversion  Rate shall be adjusted as provided
          in paragraph 6(d) hereof, the Corporation shall forthwith file at each
          office  designated  to  accept  the  conversion  of  Series  B  Senior
          Preferred  Stock,  a  statement,  signed  by the  President,  any Vice
          President or the Treasurer of the  Corporation,  showing in reasonable
          detail the facts  requiring such  adjustment  and the Conversion  Rate
          that will be effective after such  adjustment.  The Corporation  shall
          also cause a notice  setting forth any such  adjustments to be sent by
          mail, first class,  postage prepaid, to each record holder of Series B
          Senior  Preferred  Stock at his or its address  appearing on the stock
          register.

          c.  CONVERSION  MECHANICS.  (i) In order  to  exercise  the  foregoing
     conversion  privilege,  a holder of Series B Senior  Preferred  Stock shall
     surrender to the Corporation at its principal  offices,  or to any transfer
     agent for the Corporation,  (A) the certificate(s) representing such shares
     of  Series  B  Senior  Preferred  Stock  to  be  converted,   (B)  transfer
     instrument(s)  satisfactory  to the  Corporation and sufficient to transfer
     such shares of Series B Senior  Preferred Stock to the Corporation  free of
     any adverse interest, and (C) a written notice to the Corporation that such
     holder has elected to convert all such shares into Common Stock or, if less
     than all shares  represented by such  certificate are to be converted,  the
     portion of the shares  represented  thereby to be  converted.  Such  notice
     shall  also  state  the  name  or  names  (with  addresses)  in  which  the
     certificates  for shares  issuable  upon such  conversion  shall be issued.
     Series B Senior  Preferred Stock shall be deemed converted for all purposes
     including  without  limitation the taking of a record date for a meeting of
     the stockholders of the Corporation, upon receipt by the Corporation or its
     transfer agent of the items listed in clauses (A), (B) and (C) above.

               (ii)  Upon  conversion  of any  certificate  evidencing  Series B
          Senior   Preferred   Stock  which  is  converted  in  part  only,  the
          Corporation  shall cause to be executed  and  delivered  to the holder
          thereof,  at  the  expense  of  the  Corporation,  a  new  certificate
          evidencing  the balance of the Series B Senior  Preferred  Stock which
          was not so converted.


                                       6
<PAGE>

               (iii)  The  Corporation  shall  at all  times  reserve  and  keep
          available  out of its  authorized  but unissued  Common Stock the full
          number of shares which all shares of Series B Senior  Preferred  Stock
          from time to time outstanding are convertible.

          d.  ANTI-DILUTION  PROVISIONS.  In order to  prevent  dilution  of the
     rights  granted  hereunder,   the  Conversion  Rate  shall  be  subject  to
     adjustment  from time to time in accordance  with this paragraph 6(d). Upon
     each  adjustment  of the  Conversion  Rate,  the record holder of shares of
     Series B Senior  Preferred  Stock shall  thereafter  be entitled to acquire
     upon exercise, the number of shares of the Corporation's Common Stock equal
     to the Conversion  Rate;  PROVIDED that,  notwithstanding  anything in this
     paragraph  6(d)  to the  contrary,  no  adjustment  shall  be  made  to the
     Conversion Rate for (i) the issuance of any Series B Senior Preferred Stock
     pursuant to the Purchase  Agreement  and (ii) any dividend or  distribution
     made on the Common Stock which is contemporaneously  made to the holders of
     Series B Senior  Preferred  Stock  pursuant to  paragraph 3 hereof.  To the
     extent that as a result of any conversion of the Series B Senior  Preferred
     Stock the  Corporation  would be obligated  to issue a fractional  share of
     Common  Stock  (which shall be  determined  with  respect to the  aggregate
     number of shares of Common Stock held of record by each  holder),  then the
     Corporation  shall  issue a number  of shares  of  Common  Stock  upon such
     conversion rounded to the nearest whole share.

               (i) CERTAIN ISSUANCES OF SECURITIES.  If the Corporation shall at
          any time after the  initial  date of  issuance  of the Series B Senior
          Preferred  Stock,  issue any shares of Common  Stock,  or  convertible
          preferred  stock,  warrants,   options,  rights  or  other  securities
          convertible  into or  exchangeable or exercisable for shares of Common
          Stock   (collectively,   the   "NEWLY   ISSUED   SECURITIES")   for  a
          consideration  (paid in cash,  securities or other property) per share
          less than the Trigger Value of such Newly Issued Securities,  then the
          Conversion  Rate  shall  be  adjusted  to an  amount  equal to (x) the
          Applicable Percentage (determined  immediately prior to such issuance)
          of a fraction,  the numerator of which equals the Fully Diluted Shares
          (after giving effect to the issuance of the Newly Issued  Securities),
          and the  denominator  of which equals the number of shares of Series B
          Senior  Preferred  Stock then  outstanding.  For the  purposes  of any
          adjustment  of the  Conversion  Rate  pursuant to this clause (i), the
          following provisions shall be applicable:

                    (A) In the case of the  issuance  of Common  Stock for cash,
               the  consideration  shall  be  deemed  to be the  amount  of cash
               received by the Corporation therefor.

                    (B) In the  case  of the  issuance  of  Common  Stock  for a
               consideration   in  whole  or  in  part  other  than  cash,   the
               consideration  other  than  cash  shall be deemed to be the "fair
               value" of such  consideration  as  determined  in the good  faith
               judgment of the Board of Directors of the Corporation;  PROVIDED,
               HOWEVER,  that the  holders of a majority  of the Series B Senior
               Preferred Stock may in good faith refer the question of valuation
               for  final  settlement  to  a  nationally  recognized  investment
               banking firm designated by such holders, and the cost relating to
               the retention of such firm shall be borne by the Corporation.


                                       7
<PAGE>

                    (C) In the case of the  issuance  of (x) options to purchase
               or rights to subscribe for Common Stock,  (y) securities by their
               terms  convertible  into or exchangeable  for Common Stock or (z)
               options to purchase or rights to subscribe  for such  convertible
               or exchangeable  securities:

                         (1) the  aggregate  maximum  number of shares of Common
                    Stock  deliverable upon exercise of such options to purchase
                    or rights to  subscribe  for Common Stock shall be deemed to
                    have been  issued at the time such  options  or rights  were
                    issued and for a  consideration  equal to the  consideration
                    (determined in the manner provided in  subdivisions  (A) and

                    (B) above),  if any,  received by the  Corporation  upon the
                    issuance of such options or rights plus the minimum purchase
                    price  provided  in such  options  or rights  for the Common
                    Stock covered thereby;

                         (2) the  aggregate  maximum  number of shares of Common
                    Stock  deliverable upon conversion of or in exchange for any
                    such  convertible  or  exchangeable  securities  or upon the
                    exercise of options to purchase or rights to  subscribe  for
                    such  convertible or exchangeable  securities and subsequent
                    conversion or exchange  thereof shall be deemed to have been
                    issued  at the time  such  securities  were  issued  or such
                    options or rights were issued and for a consideration  equal
                    to the  consideration  received by the  Corporation  for any
                    such securities and related options or rights (excluding any
                    cash  received  on account of  accrued  interest  or accrued
                    dividends), plus the additional consideration, if any, to be
                    received by the Corporation  upon the conversion or exchange
                    of such securities or the exercise of any related options or
                    rights (the  consideration  in each case to be determined in
                    the manner provided in subdivisions (A) and (B) above);

                         (3) on any change in the  number of shares or  exercise
                    price of Common Stock  deliverable upon exercise of any such
                    options or rights or  conversions  of or  exchange  for such
                    convertible or exchangeable securities,  other than a change
                    resulting  from the  antidilution  provisions  thereof,  the
                    Conversion  Rate  shall  forthwith  be  readjusted  to  such
                    Conversion  Rate as would have  obtained had the  adjustment
                    made at the time of the issuance of such options,  rights or
                    securities not converted prior to such change been made upon
                    the basis of such change; and

                         (4) on the  expiration  of any such  options or rights,
                    the termination of any such rights to convert or exchange or
                    the  expiration  of any  options  or rights  related to such
                    convertible or exchangeable securities,  the Conversion Rate
                    shall  forthwith be readjusted to such  Conversion  Rate had
                    such  options,  rights,  securities  or  options  or  rights
                    related to such securities not been issued.




                                       8
<PAGE>

                    (D) In the  case  of the  issuance  of any of the  types  of
               securities  referenced in clause (C) above in connection with the
               issue and sale of other  securities of the  Corporation  together
               comprising   one  integral   transaction  in  which  no  specific
               consideration  is  allocated  to such  securities  by the parties
               thereto, the amount of consideration  therefor shall be deemed to
               be the fair  value as  determined  in good  faith by the Board of
               Directors;  PROVIDED,  HOWEVER, that the holders of a majority of
               the Series B Senior  Preferred  Stock may in good faith refer the
               question  of  valuation  for  final  settlement  to a  nationally
               recognized  investment  banking firm  designated by such holders,
               and the cost  relating  to the  retention  of such firm  shall be
               borne by the Corporation.

               (ii) SUBDIVISION, COMBINATION, DIVIDEND OR DISTRIBUTION OF COMMON
          STOCK.  In case the  Corporation  shall at any time (a)  subdivide its
          outstanding  shares of Common Stock into a greater number of shares of
          Common Stock, (b) combine its outstanding  shares of Common Stock into
          a smaller number of shares or (c) declare a distribution (other than a
          dividend  which the Series B Senior  Preferred is entitled to pursuant
          to  Section 3  hereof)  payable  to its  holders  of  Common  Stock in
          additional  shares of Common Stock, then the Conversion Rate in effect
          shall  forthwith be adjusted to that ratio  determined by  multiplying
          the Conversion Rate in effect  immediately  prior to such subdivision,
          combination,  grant,  dividend  or  distribution  by a  fraction,  the
          numerator of which shall be the total number of outstanding  shares of
          Common  Stock  immediately  after  such  subdivision,  combination  or
          distribution,  and the  denominator of which shall be the total number
          of  outstanding  shares  of  Common  Stock  immediately  prior to such
          subdivision, combination or distribution.

               (iii) REORGANIZATION, RECLASSIFICATION,  CONSOLIDATION, MERGER OR
          SALE. If any capital reorganization or reclassification of the capital
          stock of the Corporation (except in respect of transactions  described
          in  paragraph   6(d)(ii))  or  any  consolidation  or  merger  of  the
          Corporation  with  another   corporation,   or  the  sale  of  all  or
          substantially all its assets to another corporation, shall be effected
          in such a way that  holders  of  Common  Stock  shall be  entitled  to
          receive  stock,  securities  or assets with respect to, or in exchange
          for,  Common  Stock,  then  as a  condition  of  such  reorganization,
          reclassification,  consolidation,  merger or sale, lawful and adequate
          provision  will be  made  whereby  the  holders  of  Series  B  Senior
          Preferred  Stock shall  thereafter  have the right to receive upon the
          basis and upon the terms and conditions  specified  herein and in lieu
          of the shares of Common Stock immediately  theretofore receivable upon
          the conversion of such Series B Senior Preferred Stock, such shares of
          stock,  securities  or  assets  (including  cash) as may be  issued or
          payable  with  respect to or in exchange  for a number of  outstanding
          shares of Common  Stock  equal to the  number of shares of such  stock
          immediately   theretofore  so  receivable  had  such   reorganization,
          reclassification,  consolidation,  merger or sale not taken place, and
          in any such case appropriate  provisions shall be made with respect to
          the rights and interests of such holder to the end that the provisions
          hereof (including,  without limitation,  provisions for adjustments of
          the Conversion Rate) shall thereafter be applicable,  as nearly as may


                                       9
<PAGE>

          be,  in  relation  to  any  shares  of  stock,  securities  or  assets
          thereafter   deliverable  upon  the  conversion  of  Series  B  Senior
          Preferred  Stock.  In the  event of a merger or  consolidation  of the
          Corporation  as a result of which a greater or lesser number of shares
          of common stock of the surviving  corporation  are issuable to holders
          of  Common  Stock  outstanding  immediately  prior to such  merger  or
          consolidation, the Conversion Rate in effect immediately prior to such
          merger or consolidation shall be adjusted in the same manner as though
          there were a subdivision or combination of the  outstanding  shares of
          Common Stock.

               (iv)

                    (A) If any  event  occurs  of the type  contemplated  by the
               provisions of this paragraph 6(d) but not expressly  provided for
               by such provisions, the Board of Directors will determine whether
               to make appropriate  adjustments to the Conversion Rate as may be
               necessary fully to carry out the adjustments contemplated by this
               paragraph  6(d). In the event the Board of Directors is unable to
               make such  determination,  an appraiser  shall be selected by the
               Board of Directors with the consent of the holder or holders of a
               majority  (by  number of  shares)  of  Series B Senior  Preferred
               Stock, which consent shall not be unreasonably withheld.

                    (B) The  Corporation  will not, by amendment of its Articles
               of  Incorporation  or  bylaws  or  through  any   reorganization,
               transfer of assets, reclassification,  merger, dissolution, issue
               or sale of securities  or  otherwise,  avoid or seek to avoid the
               observance or  performance  of any of the terms to be observed or
               performed by the  Corporation  hereunder but will at all times in
               good  faith  assist  in the  carrying  out of all the  provisions
               hereof and in the taking of all such  actions as may be necessary
               or  appropriate  in order to protect the rights of the holders of
               Series B Senior Preferred Stock against impairment.

               (v) In the  event  that  (a)  the  Corporation  shall  offer  for
          subscription  pro  rata  to  the  holders  of  its  Common  Stock  any
          additional  shares  of stock of any class or other  rights,  (b) there
          shall be any capital reorganization or reclassification of the capital
          stock of the Corporation,  including any subdivision or combination of
          its outstanding  shares of Common Stock, or consolidation or merger of
          the  Corporation  with,  or  sale of all or  substantially  all of its
          assets to,  another  corporation  or (c) there shall be a voluntary or
          involuntary dissolution, liquidation or winding up of the Corporation,
          then, in connection with such event, the Corporation shall give to the
          holders of the Series B Senior Preferred Stock:

                    (A) at least  twenty (20) days prior  written  notice of the
               date on which  the  books  of the  Corporation  shall  close or a
               record  shall  be  taken  for  such  subscription  rights  or for
               determining rights to vote in respect of any such reorganization,
               reclassification,   consolidation,   merger,  sale,  dissolution,
               liquidation or winding up; and




                                       10
<PAGE>

                    (B)   in   the    case   of   any    such    reorganization,
               reclassification,   consolidation,   merger,  sale,  dissolution,
               liquidation  or  winding  up, at least  twenty  (20)  days  prior
               written notice of the date when the same shall take place.

                    Such  notice in  accordance  with the  foregoing  clause (A)
               shall also specify, in the case of any such subscription  rights,
               the date on which the  holders of Common  Stock shall be entitled
               thereto,  and such notice in accordance with the foregoing clause
               (B) shall also  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,  reclassification  consolidation,  merger,  sale,
               dissolution,  liquidation or winding up, as the case may be. Each
               such written  notice shall be given by first class mail,  postage
               prepaid,  addressed  to  the  holders  of  the  Series  B  Senior
               Preferred  Stock at the  address of each such  holder as shown on
               the books of the Corporation.

                    The  foregoing  anti-dilution  provisions  set forth in this
               paragraph 6(d) may be amended or waived,  in whole or in part and
               in  writing,  by a majority of the holders of the Series B Senior
               Preferred Stock.

     7.   REDEMPTION.

          a. Each share of Series B Senior  Preferred  Stock shall,  at the sole
     election of the Corporation, be redeemed at any time after the closing of a
     Qualifying Public Offering (as defined in the Purchase  Agreement) and upon
     delivery of the notice set forth in  paragraph  7(b),  which  notice  shall
     conclusively  evidence such  election by the  Corporation.  The  redemption
     price for the shares of Series B Senior  Preferred Stock redeemed  pursuant
     to this  paragraph 7 shall be paid to an Investor by certified  check or by
     wire transfer of immediately available funds denominated in U.S. dollars to
     one or more accounts  designated by such Investor to the  Corporation in an
     amount equal to the greater of the  Investor's Pro Rata Share (as such term
     is defined in the Purchase Agreement) of (i) the Fair Market Value (as such
     term is defined in the Purchase Agreement) of the Series B Senior Preferred
     Stock relating to the Common Stock into which the shares of Series B Senior
     Preferred Stock being redeemed are  convertible,  determined at the time of
     the notice set forth in paragraph 7(b), or (ii) $3,000,000.

          b. If the  Corporation  elects to cause a  redemption  as set forth in
     paragraph  7(a),  all  holders  of  record  of  shares  of  Series B Senior
     Preferred Stock will be given at least 10 days' prior written notice of the
     date fixed and the place designated for redemption of all of such shares of
     Series B Senior  Preferred  Stock pursuant to this paragraph 7. Such notice
     will be sent by mail, first class, postage prepaid, or overnight courier to
     each  record  holder of shares of Series B Senior  Preferred  Stock at such
     holder's  address  appearing on the stock  register.  On or before the date
     fixed for  redemption  each  holder of shares of Series B Senior  Preferred
     Stock shall surrender his or its  certificates or certificates for all such
     shares to the Corporation at the place designated in such notice, and shall
     thereafter receive the redemption proceeds to which such holder is entitled
     pursuant to this paragraph 7. On the date fixed for redemption,  all rights


                                       11
<PAGE>

     with  respect  to the  Series B Senior  Preferred  Stock so  redeemed  will
     terminate, except only the rights of the holders thereof, upon surrender of
     their  certificate  or  certificates  therefore,  to receive the redemption
     proceeds into which such Series B Senior Preferred Stock has been redeemed,
     including  payment of any  accrued  and  unpaid  dividends  thereon.  If so
     required by the Corporation,  certificates surrendered for redemption shall
     be  endorsed  or  accompanied  by  written  instrument  or  instruments  of
     transfer,  in form  satisfactory to the  Corporation,  duly executed by the
     registered  holder or by his  attorneys  duly  authorized  in writing.  All
     certificates evidencing shares of Series B Senior Preferred Stock which are
     required to be surrendered for redemption in accordance with the provisions
     hereof shall,  from and after the date such certificates are so required to
     be surrendered,  be deemed to have been retired and canceled and the shares
     of Series B Senior  Preferred Stock  represented  thereby  redeemed for all
     purposes,  notwithstanding  the failure of the holder or holders thereof to
     surrender such certificates on or prior to such date.

     8.   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.

     9.   EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by law,
          the  shares  of  Series B Senior  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,  subject to paragraph 5, be amended from time to time) and in the
          Articles of Incorporation.

     10.  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.

     11.  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:

          "APPLICABLE  PERCENTAGE"  means, as of any date of determination,  the
          percentage of the Fully Diluted  Shares  represented  by the number of
          shares  of  Common  Stock   issuable  upon   conversion  of  all  then
          outstanding Series B Senior Preferred Stock.

          "ARTICLES OF  INCORPORATION"  shall have the meaning ascribed to it in
          the second paragraph of this Certificate.

          "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 paragraph of this Certificate.

          "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.



                                       12
<PAGE>

          "CAPITAL STOCK" means, with respect to any Person, any and all shares,
          interests,  participation,  rights in, or other  equivalents  (however
          designated and whether voting or non-voting) of, such Person's capital
          stock  and  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  RATE" shall have the meaning  ascribed to it in  paragraph
          6(b) hereof.

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

          "FULLY  DILUTED  SHARES"  means,  when used with  reference  to Common
          Stock,  the number of shares of Common Stock  outstanding at such date
          and  Common  Stock  of the  Corporation  issuable  in  respect  of any
          warrants, options or convertible securities.

          "JUNIOR  STOCK"  shall have the meaning  ascribed to it in paragraph 2
          hereof.

          "LIQUIDATION  PAYMENT"  shall  have  the  meaning  ascribed  to  it in
          paragraph 4(b) hereof.

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

          "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.

          "PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated as
          of January __, 1998,  among the  Corporation  and the Investors  party
          thereto,  relating to the  issuance  of the Series B Senior  Preferred
          Stock.

          "REMAINDER  AVAILABLE ASSETS" shall have the meaning ascribed to it in
          paragraph 4(b) hereof.

          "RESTRICTED  JUNIOR PAYMENTS" shall have the meaning ascribed to it in
          paragraph 3 hereof.

          "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.


                                       13
<PAGE>

          "SERIES A-P 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 1 hereof.

          "SUBSIDIARY"  means,  with respect to any Person,  (i) any Person more
          than fifty percent  (50%) of the voting  securities,  having  ordinary
          voting power,  of which is owned directly or indirectly by such Person
          or by one or more other  Subsidiaries of such Person or such Person in
          conjunction with one or more other Subsidiaries of such Person or (ii)
          any other Person more than fifty percent (50%) of the voting  interest
          of which is owned  directly or  indirectly by such Person or by one or
          more Subsidiaries of such Person or by such Person in conjunction with
          one or more other Subsidiaries of such Person.

          "TRIGGER VALUE" means, as of any date of determination with respect to
          the  issuance of Newly Issued  Securities,  the amount  determined  by
          dividing $33,000,000 by the number of Fully Diluted Outstanding Shares
          (prior  to  giving  effect  to  the  issuance  of  such  Newly  Issued
          Securities).

     FURTHER  RESOLVED,  that the  appropriate  officers of the  Corporation are
hereby  authorized to execute and acknowledge a certificate  setting forth these
resolutions  and  to  cause  such  certificate  to be  filed  and  recorded,  in
accordance with the requirements of Section  607.0602(4) of the Florida Business
Corporation Act.






























                                       14
<PAGE>

     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


































                                       15
<PAGE>