AMENDMENT TO THE CERTIFICATE ESTABLISHING AND DESIGNATING THE
           RIGHTS, PREFERENCE AND RESTRICTIONS OF SHARES OF SERIES C
         CONVERTIBLE PREFERRED STOCK OFCONVERGENCE COMMUNICATIONS, INC.

         We, TROY D'AMBROSIO, Vice President, and ANTHONY SANSONE, Secretary, of
Convergence  Communications,  Inc. (the "Corporation"),  a corporation organized
and  existing  under the  General  Corporation  Laws of the State of Nevada,  DO
HEREBY CERTIFY:

         That,  pursuant  to the  provisions  of  Section  78.1955 of the Nevada
Revised  Statutes and in accordance with the authority  expressly  vested in the
Corporation's Officers and Board of Directors pursuant to resolutions adopted at
a duly called and convened meeting of the Board of Directors held on October 12,
1999, and in accordance with the approvals  granted by  stockholders  holding at
least sixty-six and two-thirds  percent (66 2/3 %) of the  outstanding  Series C
Convertible  Preferred shares in the Corporation,  the undersigned  hereby amend
the  Certificate  Establishing  and  Designating  the  Rights,   Preference  and
Restrictions of shares of Series C Convertible  Preferred  Stock, as approved by
the  Nevada  Office  of  the  Secretary  of  State  on  October  13,  1999  (the
"Certificate"), as follows:

         1. Consolidation, Merger. The Certificate is hereby amended by deleting
in its entirety the provisions of Section 6(c) thereof,  and by inserting in its
stead the  following  provision,  which  shall have the same force and effect as
though, and be deemed to have been, originally stated and included therein:

          (c)  Consolidation,  Merger. In the event of a merger or consolidation
               to which  the  Corporation  is a party,  each  share of  Series C
               Preferred  Stock shall,  after such merger or  consolidation,  be
               convertible  at the option of the holder into the kind and number
               of  shares  of  stock  and/or  other  securities,  cash or  other
               property  which the  holder of such  share of Series C  Preferred
               Stock would have been  entitled to receive if the holder had held
               the Common Stock issuable upon conversion of such share of Series
               C   Preferred   Stock   immediately   prior  to  such  merger  or
               consolidation

         2. Issuance of Additional  Shares of Common Stock.  The  Certificate is
hereby amended by deleting from Section 6(f), clause (x), the phrase "multiplied
by the conversion price in effect  immediately  prior to such issuance or sale,"
which deletion shall have the same force and effect as though,  and be deemed to
have been, originally stated and included therein.


         IN WITNESS  WHEREOF,  the undersigned has executed these  amendments to
the Certificate as of this _____ day of November, 1999.


                                                 /S/
                                             -----------------------------------
                                             TROY D'AMBROSIO, Vice President

                                                 /S/
                                             -----------------------------------
                                             ANTHONY SANSONE, Secretary