<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          NEXT GENERATION NETWORK, INC.

                         PURSUANT TO SECTION 242 OF THE
                        DELAWARE GENERAL CORPORATION LAW

                               ------------------

                  NEXT GENERATION NETWORK,  INC. (the  "Corporation"),  a
corporation  organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:

                  FIRST: That the board of directors of the Corporation duly
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring such amendment to be advisable
and referring the proposed amendment to the stockholders of the Corporation
entitled to vote thereon for their consideration. The resolution setting
forth the proposed amendment is as follows:

                  RESOLVED, that the Corporation shall amend the first paragraph
                  of Article 4 of its Certificate of Incorporation in its
                  entirety to read as follows:

                           "COMMON STOCK. The Corporation shall be authorized to
                  issue Ten Million (10,000,000) shares of common stock, $.01
                  par value per share. The common stock of the Corporation
                  issued and outstanding as of 4:00 p.m. (ET) on April 26, 1999,
                  shall be split on a ten (10) for one (1) basis, so that on
                  such date each share of common stock issued and outstanding on
                  such date shall be divided and shall be equal to ten (10)
                  shares of common stock."


                  SECOND: That the appropriate stockholders of the
Corporation approved such amendment by written consent in accordance with
Section 228 of the General Corporation Law of the State of Delaware.

                  THIRD:   That such  amendment was duly adopted in
accordance  with the  provisions of Section 242 of the General Corporation
Law of the State of Delaware.

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         IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed by duly authorized officers of the Corporation this 26th day of
April, 1999.

                                          By:  /s/ Thomas M. Pugliese
                                             ----------------------------
                                          Thomas M. Pugliese,
                                              Vice-Chairman and CEO



                                          By:  /s/ Mike Kolthoff
                                             ----------------------------
                                          Mike Kolthoff,
                                              Assistant Secretary

STATE OF MINNESOTA          )
                            ) ss.
County of Hennepin          )

         On this ___ day of April, 1999, before me, the undersigned officer,
personally appeared Thomas M. Pugliese, who acknowledged himself to be the
Vice Chairman and Chief Executive Officer of Next Generation Network, Inc., a
Delaware corporation, and that he in such capacity, being authorized so to
do, executed the foregoing instrument for the purposes therein contained by
signing the name of the Corporation by himself, and that the facts stated
therein are true.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                               ---------------------------------
                                               Notary Public
My Commission Expires:

----------------------------




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<PAGE>



STATE OF MINNESOTA            )
                              ) ss.
County of Hennepin            )

         On this ___ day of April, 1999 before me, the undersigned officer,
personally appeared Michael Kolthoff, who acknowledged himself to be the
Assistant Secretary of Next Generation Network, Inc., a Delaware corporation,
and that he in such capacity, being authorized so to do, executed the
foregoing instrument for the purposes therein contained by signing the name
of the Corporation by himself, and that the facts stated therein are true.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                               ---------------------------------
                                               Notary Public
My Commission Expires:

----------------------------








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