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                                                                     EXHIBIT 3.5

                           MULTICOM PUBLISHING, INC.

                             ARTICLES OF AMENDMENT


         Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act,
the following Articles of Amendment to Amended and Restated Articles of
Incorporation are submitted for filing.

         ARTICLE 1.       The name of record of the corporation is:

                          Multicom Publishing, Inc.

         ARTICLE 2.       The text of the amendment as adopted is as follows:

                 Article III is amended by adding the following:

   Rights, Preferences, and Restrictions of Series B Convertible Preferred Stock

The rights, preferences, privileges, and restrictions granted to and imposed on
the Series B Convertible Preferred Stock, which series shall consist of one
thousand (1,000) shares, are as set forth below.


1.  Designation, Amount and Par Value.
The series of Preferred Stock shall be designated as the Series B Convertible
Preferred Stock (the "Preferred Stock"), and the number of shares so designated
shall be 1,000.  The par value of each share of Preferred Stock shall be $0.01.
Each share of Preferred Stock shall have a stated value of $1,000.00 per share
(the "Stated Value").

2.  Dividends.


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                 (a)      Holders of Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors out of funds legally
available therefor, and the Company shall pay, cumulative dividends at the rate
per share (as a percentage of the Stated Value per share) equal to 4% per
annum, payable, at the option of the Company, in cash or shares of Common
Stock, in arrears on the Conversion Date (as hereinafter defined).  Dividends
on the Preferred Stock shall accrue daily commencing the Original Issue Date
(as defined in Section 6) and shall be deemed to accrue on such date whether or
not earned or declared and whether or not there are profits, surplus or other
funds of the Company legally available for the payment of dividends.  The party
that holds the Preferred Stock on an applicable record date for any dividend
payment will be entitled to receive such dividend payment and any other accrued
and unpaid dividends which accrued prior to such dividend payment date, without
regard to any sale or disposition of such Preferred Stock subsequent to the
applicable record date but prior to the applicable dividend payment date.
Except as otherwise provided herein, if at any time the Company pays less than
the total amount of dividends then accrued to any class of Preferred Stock,
such payment shall be distributed ratably among the holders of such class based
upon the number of shared held by each holder.

                 (b)      So long as any Preferred Stock shall remain
outstanding, the Company shall not redeem, purchase or otherwise acquire
directly or indirectly any Junior Securities (as defined in Section 6), nor
shall the Company directly or indirectly pay or declare any dividend or make
any distribution (other than a dividend or distribution described in Section 5)
upon, nor shall any distribution be made in respect of any Junior Securities,
nor shall any monies be set aside for or applied to the purchase or redemption
(through a sinking fund or otherwise ) of any Junior Securities unless all
dividends on the Preferred Stock for all past dividend periods shall have been
paid.

3.  Voting Rights.

Except as otherwise provided herein and as otherwise provided by law, the
Preferred Stock shall have no voting rights.  However, so long as any shares of
Preferred Stock are





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outstanding, the Company shall not, without the affirmative vote of the holders
of a majority of the shares of the Preferred Stock then outstanding, (i) alter
or change adversely the powers, preferences or rights given to the Preferred
Stock or (ii) authorize or create any class of stock ranking as to dividends or
distribution of assets upon a Liquidation (as defined below) senior to, prior
to or pari passu with the Preferred Stock.

4.  Liquidation.

Upon any liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary (a "Liquidation"), the holders of shares of Preferred
Stock shall be entitled to receive out of the assets of the Company, whether
such assets are capital or surplus, for each share of Preferred Stock an amount
equal to the Stated Value, plus an amount equal to accrued but unpaid dividends
per share, whether declared or not, but without interest, before any
distribution or payment shall be made to the holders of any Junior Securities,
and if the assets of the Company shall be insufficient to pay in full such
amounts, then the entire assets to be distributed shall be distributed among
the holders of Preferred Stock ratably in accordance with the respective
amounts that would be payable on such shares if all amounts payable thereon
were paid in full. A sale, conveyance or disposition of all or substantially
all of the assets of the Company or the effectuation by the Company of a
transaction or series of related transactions in which more than 50% of the
voting power of the Company is disposed of shall be deemed a Liquidation;
provided that, a consolidation or merger of the Company with or into any other
company or companies or any sale of Company stock to a publicly traded company
shall not be treated as a Liquidation, but instead shall be subject to the
provisions of Section 5.  The Company shall mail written notice of any such
liquidation, not less than 60 days prior to the payment date stated therein, to
each record holder of Preferred Stock.

5.  Conversion.

         (a)     Each share of Preferred Stock shall be convertible into shares
of Common Stock at the Conversion Ratio at the option of the holder in whole or
in part at any time after the expiration of the earlier to occur of (i) 60 days
after the Original Issue Date and





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(ii) the date that the Commission declares effective under the Securities Act
the registration statement contemplated by the Registration Rights Agreement,
dated the Original Issue Date (the "Registration Rights Agreement"), by and
between the Company and the original holder of Preferred Stock relating to the
Preferred Stock and the shares of Common Stock into which the Preferred Stock
is convertible in accordance with the terms hereof.  Any conversion under this
Section 5(a) shall be of a minimum amount of at least ten shares of Preferred
Stock.  The holder shall effect conversions by surrendering the certificate or
certificates representing the shares of Preferred Stock to be converted to the
Company, together with the form of conversion notice attached hereto as Exhibit
A (the "Holder Conversion Notice") in the manner set forth in Section 5(i).
Each Holder Conversion Notice shall specify the number of shares of Preferred
Stock to be converted and the date on which such conversion is to be effected,
which date may not be prior to the date the holder delivers such Notice by
facsimile (the "Holder Conversion Date").  Subject to Section 5(c) and, as to
the original holder (or its sole designee), subject to Section 4.13 of the
Purchase Agreement (as defined in Section 6), each Holder Conversion Notice,
once given, shall be irrevocable.  If the holder is converting less than all
shares of Preferred Stock represented by the certificate or certificates
tendered by the holder with the Holder Conversion Notice, the Company shall
promptly deliver to the holder a certificate for such number of shares as have
not been converted.

         (b)     (i)      If the average of the Per Share Market Value for the
ten (10) Trading Days immediately preceding the date that the Company receives
any Holder Conversion Notice is less than $0.50 then the Company shall have the
right, exercisable by notice to the tendering Holder by the close of business
on the Business Day following the Company's receipt of such Conversion Notice,
to redeem the Preferred Stock tendered for conversion pursuant to such Holder
Conversion Notice at a price equal to the product of (i) the average of the Per
Share Market Value for the ten (10) Trading Days immediately  preceding the
Conversion Date, (ii) the number of shares of Preferred Stock which would then
be converted but for this section, and (iii) the Conversion Ratio, which
redemption price will be paid by the Company within ten (10) Business Days of
its receipt of such Holder Conversion Notice.  If the Company fails for any
reason to pay





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such redemption price within such period, the Company shall effect the
conversion of Preferred Shares subject to such Holder Conversion Notice at the
lesser of the Conversion Price measured on the Conversion Date indicated in the
Holder Conversion Notice and the Conversion Price measured at the end of such
ten (10) Business Day period.  The Holder shall have the right, exercisable at
any time when the Per Share Market Value is such that the Company would have
the right of redemption contemplated in this section were it to receive a
Holder Conversion Notice, to deliver to the Company (by facsimile) a letter
inquiring whether the Company would exercise such redemption right if it
received a Holder Conversion Notice within five (5) calendar days of its
receipt of such letter, which such inquiry letter shall set forth the number of
shares that would be subject to such Holder Conversion Notice.  The Company
shall respond to the inquiry letter (by facsimile) by the close of business on
the Business Day after which it is received, which response shall be binding
upon it with respect to the Conversion Notice that is subject to such inquiry
letter.  The Company shall be deemed to have waived its redemption right if it
fails for any reason to respond (by facsimile) to the Holder delivering such
inquiry letter by the close of business on the Business Day after its receipt
of the inquiry letter.

                 (ii)     Not later than five (5) Trading Days after the
Conversion Date, the Company will deliver to the holder (i) a certificate or
certificates which shall be free of restrictive legends and trading
restrictions (other than those then required by law and as set forth in the
Purchase Agreement) representing the number of shares of Common Stock being
acquired upon the conversion of shares of Preferred Stock and (ii) one or more
certificates representing the number of shares of Preferred Stock not
converted; provided, however that the Company shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon conversion of
any shares of Preferred Stock until certificates evidencing such shares of
Preferred Stock are either delivered for conversion to the Company or any
transfer agent for the Preferred Stock or Common Stock, or the holder notifies
the Company that such certificates have been lost, stolen or destroyed and
provides a bond (or other adequate security reasonably acceptable to the
Company) satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection therewith.  The Company shall, upon request of the
holder,





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use its best efforts to deliver any Common Stock certificate or certificates
required to be delivered by the Company under this Section 5(c) electronically
through the Depository Trust Corporation or another established clearing
corporation performing similar functions.  In the case of a conversion pursuant
to a Holder Conversion Notice, if such certificate or certificates are not
delivered by the date required under this Section 5(c), the holder shall be
entitled by written notice to the Company at any time on or before such
holder's receipt of such certificate or certificates thereafter, to rescind
such conversion, in which event the Company shall immediately return the
certificates representing the shares of Preferred Stock tendered for
conversion.

         (c)     (i)      The conversion price for each share of Preferred
Stock (the "Conversion Price") in effect on any Conversion Date shall be the
lesser of X OR Y: where X is the GREATER of (a) $[Bid Price at Funding] or (b)
[C] / [ ( { C / $[ Bid Price at Funding ] } + 1.5) / 2 ] (where C = the average
Per Share Market Value for the ten (10) Trading Days immediately preceding the
Conversion Date); and Y = 75% of the average Per Share Market Value for the ten
(10) Trading Days immediately preceding the Conversion Date.  If the Company
has registered the resale of the Underlying Shares in the Unites States
pursuant to a registration statement filed with the SEC within sixty days of
the Original Issue Date, then Y shall equal 75% of the average Per Share Market
Value for the ten (10) Trading Days immediately preceding the Conversion Date;
provided, however, if the registration statement to be filed by the Company in
accordance with the Registration Rights Agreement is not declared effective by
the Commission for any reason by the Effective Date (as defined in the
Registration Rights Agreement), then for each of the first three months after
such Effective Date that such registration statement shall not have been so
declared effective, X and Y above shall be decreased by 3% (i.e., a reduction
of 3% at the end of the first such month and 6% at the end of the second such
month).





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                 (ii)     If the Company, at any time while any shares of
Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise
make a distribution or distributions on shares of its Junior Securities payable
in shares of its capital stock (whether payable in shares of its Common Stock
or of capital stock of any class), except as interest payments payable in
Common Stock to Meredith Corporation, (b) subdivide outstanding shares of
Common Stock into a larger number of shares, (c) combine outstanding shares of
Common Stock into a smaller number of shares, or (d) issue by reclassification
of shares of Common Stock any shares of capital stock of the Company, the
Conversion Price designated in Section 5(c)(i) shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event.  Any adjustment made
pursuant to this Section 5(c)(ii) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.

                 (iii)    If the Company, at any time while any shares of
Preferred Stock are outstanding, shall issue rights or warrants to all holders
of Common Stock entitling them to subscribe for or purchase shares of Common
Stock at a price per share less than the Per Share Market Value of Common Stock
at the record date mentioned below, the conversion Price designated in Section
5(c)(i) shall be multiplied by a fraction, of which the denominator shall be
the number of shares of Common Stock (excluding treasury shares, if any)
outstanding on the date of issuance of such rights or warrants plus the number
of additional shares of Common Stock offered for subscription or purchase, and
of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding on the date of issuance of such rights or
warrants plus the number of shares which the aggregate offering price of the
total number of shares so offered would purchase at such Per Share Market
Value.  Such adjustment shall be made whenever such rights or warrants are
issued, and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or warrants
However, upon the expiration of any right or warrant to purchase Common





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Stock the issuance of which resulted in an adjustment in the Conversion Price
designated in Section 5(c)(i) pursuant to this Section 5(c)(iii), if any such
right or warrant shall expire and shall not have been exercised, the Conversion
Price designated in Section 5(c)(i) shall immediately upon such expiration be
recomputed and effective immediately upon such expiration be increased to the
price which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of the Section 5 after the
issuance of such rights or warrants) had the adjustment of the Conversion Price
made upon the issuance of such rights or warrants been made on the basis of
offering for subscription or purchase only that number of shares of Common
Stock actually purchased upon the exercise of such rights or warrants actually
exercised.

         (iv)    If the Company, at any time while shares of Preferred Stock
are outstanding, shall distribute to all holders of Common Stock (and not to
holders of Preferred Stock) evidences of its indebtedness or assets or rights
or warrants to subscribe for or purchase any security (excluding those referred
to in Section 5(c)(iii) above) then in each such case the Conversion Price at
which each share of Preferred Stock shall thereafter be convertible shall be
determined by multiplying the Conversion Price in effect immediately prior to
the record date fixed for determination of Stockholders entitled to receive
such distribution by a fraction of which the denominator shall be the Per Share
Market Value of Common Stock determined as of the record date mentioned  above,
and of which the numerator shall be such Per Share Market Value of the Common
Stock on such record date less the then fair market value at such record date
for the portion of such assets of evidence of indebtedness so distributed
applicable to one outstanding share of Common Stock as determined by the Board
of Directors in good faith; provided, however that in the event of a
distribution exceeding twenty-five percent (25%) of the net assets of the
Company, such fair market value shall be determined by a nationally recognized
or major regional investment banking firm or firm of independent certified
public accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Company) (an "Appraiser") selected in
good faith by the holders of a majority in interest of the shares of Preferred
Stock; and provided, further that the Company, after receipt of the
determination by such Appraiser





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shall have the right to select an additional Appraiser, in which case the fair
market value shall be equal to the average of the determinations by each such
Appraiser.  In either case the adjustments shall be described in a statement
provided to all holders of Preferred Stock of the portion of assets or
evidences of indebtedness so distributed or such subscription rights applicable
to one share of Common Stock.  Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.

         (v)     All calculations under this Section 5 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.


         (vi)    Whenever the conversion Price is adjusted pursuant to Section
5(c)(ii), (iii), (iv), or (v), the Company shall promptly mail to each holder
of Preferred Stock a notice stetting forth the Conversion Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.

         (vii)   In case of any reclassification of the Common Stock, any
consolidation  or merger of the Company with or into another person, the sale
or transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, the holders of the Preferred Stock then
outstanding shall have the right thereafter to convert such shares only into
the shares of stock and other securities and property receivable upon or deemed
to be held by holders of Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange, and the holders of the
Preferred Stock shall be entitled upon such event to receive such amount of
securities or property as the shares of the Common Stock of the Company into
which such shares of Preferred Stock could have been converted immediately
prior to such reclassification, consolidation, merger, sale transfer or share
exchange would have been entitled.  The terms of any such consolidation,
merger, sale, transfer or share exchange shall include such terms so as to
continue to give to the holder of Preferred Stock the right to receive the
securities or property set forth in the Section 5(c)(vii) upon any conversion
following





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such consolidation,  merger, sale, transfer or share exchange.  This provision
shall similarly apply to successive reclassifications, consolidations, mergers,
sales, transfers or share exchanges.

         (viii)  If:

                 a.       the Company shall declare a dividend (or any other
                          distribution) on  its Common Stock; or

                 b.       the Company shall declare a special nonrecurring cash
                          dividend on or a redemption of its Common Stock; or

                 c.       the Company shall authorize the granting to all
                          holders of the Common Stock rights or warrants to
                          subscribe for or purchase any shares of capital stock
                          of any class or of any rights; or

                 d.       the approval of any stockholders of the Company shall
                          be required in connection with any reclassification
                          of the Common Stock of the Company (other than a
                          subdivision of combination of the outstanding shares
                          of Common Stock), any consolidation or merger to
                          which the Company is a party, any sale or transfer of
                          all or substantially all of the assets of the
                          Company, or any compulsory share exchange whereby the
                          Common Stock is converted into other securities, cash
                          or property; or

                 e.       the Company shall authorize the voluntary or
                          involuntary dissolution, liquidation or winding-up of
                          the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained
for the purpose of conversion of Preferred Stock, and shall cause to be mailed
to the holders of





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Preferred Stock at their last addresses as they shall appear upon the stock
books of the Company, at least ten (10) calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be
taken, the dates as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation, or winding-up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up; provided, however, that the failure to
mail such notice or any defect therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in such
notice.

         (d)     If at any time conditions shall arise by reason of action
taken by the Company which in the opinion of the Board of Directors are not
adequately covered by the other provision hereof and which might materially and
adversely affect the rights of the holders of Preferred Stock (different than
or distinguished from the effect generally on rights of holders of any class of
the Company's capital stock) or if at any time any such conditions are expected
to arise by reason of any action contemplated by the Company, the Company shall
mail a written notice briefly describing the action contemplated and the
material adverse effects of such action on the rights of the holders of
Preferred Stock at least ten (10) calendar days prior to the effective date of
such action, and an Appraiser selected by the holders of majority in interest
of the Preferred Stock shall give its opinion as to the adjustment, if any (not
inconsistent with the standards established in this Section 5), of the
Conversion Price (including, if necessary, any adjustment as to the securities
into which shares of Preferred Stock may thereafter be convertible) and any
distribution which is or would be required to preserve without diluting the
rights of the holders of shares of Preferred Stock; provided, however, that the
Company, after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in





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which case the adjustment shall be equal to the average of the adjustments
recommended by each such Appraiser.  The Board of Directors shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions
or the taking of any such action contemplated, as the case may be; provided,
however, that no such adjustment of the Conversion Price shall be made which in
the opinion of the Appraiser(s) giving the aforesaid opinion or opinions would
result in an increase of the Conversion Price to more than the Conversion Price
then in effect.

         (e)     The Company covenants that it will at all times reserve and
keep available out of its authorized and unissued Common Stock solely for the
purpose of issuance upon conversion of Preferred Stock as herein provided, free
from preemptive rights or any other actual contingent purchase rights of
persons other than the holders of Preferred Stock, such number of shares of
Common Stock as shall be issuable (taking into account the adjustments and
restrictions of Section 5(b) and Section 5(d) hereof) upon the conversion of
all outstanding shares of Preferred Stock.  The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly and
validly authorized, issued and fully paid and nonassessable.

         (f)       Upon a conversion hereunder the Company shall not be
required to issue stock certifications representing fractions of shares of
Common Stock, but may if otherwise permitted, make a cash payment in respect of
any final fraction of a share based on the Per Share Market Value at such time.
If the Company elects not, or is unable, to make such a cash payment, the
holder of a share of Preferred Stock shall be entitled to receive, in lieu of
the final fraction of a share, one whole share of Common Stock.

         (g)     The issuance of certificates for shares of Common Stock on
conversion of Preferred Stock shall be made without charge to the holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the holder of such shares of





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Preferred Stock so converted and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.

         (h)     Shares of Preferred Stock converted into Common Stock shall be
canceled and shall have the status of authorized but unissued shares of
Preferred Stock.

         (i)     Each Holder Conversion Notice shall be given by facsimile and
by mail, postage prepaid, addressed to the attention of the Chief Financial
Officer of the Company at the facsimile telephone number and address of the
principal place of business of the Company.  Any such notice shall be deemed
given and effective upon the earliest to occur of (i)(a) if such Conversion
Notice is delivered via facsimile at the facsimile telephone number specified
in this Section 5(i) prior to 4:30 p.m. (Eastern Standard Time) on any date,
such date or such later date as is specified in the Conversion Notice, and (b)
if such Conversion Notice is delivered via facsimile at the facsimile telephone
number specified in this Section 5(i) after 4:30 p.m. (Eastern Standard Time)
on any date, the next date or such later date as is specified in the Conversion
Notice, (ii) five (5) days after deposit in the United States mails or (iii)
upon actual receipt by the party to whom such notice is required to be given.

6.       Definitions.

For the purposes hereof, the following terms shall have the following meanings:

                          "Common Stock" means shares now or hereafter
authorized of the class of Common Stock, par value $0.01, of the Company and
stock of any other class into which such shares may hereafter have been
reclassified or changed.

                          "Conversion Ratio" means, at any time, a fraction, of
which the numerator is Stated Value plus accrued but unpaid dividends, and of
which the denominator is the Conversion Price at such time.





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                           "Junior Securities" means the Common Stock and all
other equity securities of the Company, except the Company's Series A Preferred
Stock and Series B Convertible Preferred Stock.

                          "Original Issue Date" shall mean the date of first
issuance of Preferred Stock and the date of the first issuance of any shares of
Preferred Stock regardless of the number of transfers of such shares of
Preferred Stock and regardless of the number of certificates which may be
issued to evidence such Preferred Stock.

                          "Per Share Market Value" means on any particular date
(a) the closing bid price per share of the Common Stock on such date on The
Nasdaq SmallCap Market or other stock exchange on which the Common Stock has
been listed or if there is no such price on such date, then the closing bid
price on such exchange on the date nearest preceding such date or (b) if the
Common Stock is not listed on The Nasdaq SmallCap Market or any stock exchange,
the closing bid for a share of Common Stock in the over-the-counter market, as
reported by the NASD at the close of business on such date, or (c) if the
Common Stock is not quoted on the NASD, the closing bid price for a share of
Common Stock in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or similar organization or agency succeeding to
its functions of reporting prices), or (d) if the Common Stock is no longer
publicly traded the fair market value of a share of Common Stock as determined
by an Appraiser (as defined in Section 5(d)(iv) above) selected in good faith
by the holders of a majority in interest of the shares of the Preferred Stock;
provided, however, that the Company, after receipt of the determination by such
Appraiser, shall have the right to select an additional Appraiser, in which
case, the fair market value shall be equal to the average of the determinations
by each such Appraiser.

                           "Person" means a corporation, an association, a
partnership, organization, a business, an individual, a government or political
subdivision thereof or a governmental agency.





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<PAGE>   15
                          "Purchase Agreement" means the Convertible Preferred
Stock Purchase Agreement, dated as of the Original Issue Date, between the
Company and the original holder of the Preferred Stock.

                          "Trading Day" mean (a) a day on which the Common
Stock is traded on The Nasdaq SmallCap Market or principle stock exchange on
which the Common Stock has been listed, or (b) if the Common Stock is not
listed on The Nasdaq SmallCap Market or any stock exchange, a day on which the
Common Stock is traded in the over-the-counter market, as reported by the NASD,
or (c) if the Common Stock is not quoted on the NASD, a day on which the Common
Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding
its functions of reporting prices).

         ARTICLE 3.       The date of adoption of the amendment was March 27,
1997:

         This amendment includes typographical corrections to the amendment
         adopted  March 27, 1997 and previously filed on March 31, 1997.

         ARTICLE 4.       The amendment was adopted by:

                 The Board of Directors.  Shareholder action was not required.

         ARTICLE 5.       These Articles will be effective upon filing.

Dated:  April 7, 1997


                                       ____________________________________
                                       Patricia E. Hart
                                       Secretary





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                                   EXHIBIT A

                              NOTICE OF CONVERSION
                           AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The undersigned hereby irrevocably elects to convert the number of shares of
Series B Convertible Preferred Stock indicated below into shares of Common
Stock, par value U.S. $0.01 per share (the "Common Stock") of Multicom
Publishing, Inc. (the "Company") according to the conditions hereof, as of the
date written below.  If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith.  No fee will be
charged to the Holder for any conversion, except for such transfer taxes, if
any.

Conversion calculations:               -----------------------------------
                                       Date to Effect Conversion

                                       -----------------------------------
                                       Number of shares of Preferred Stock
                                       to be Converted               


                                       -----------------------------------
                                       Applicable Conversion Price


                                       -----------------------------------
                                       Signature

                                       -----------------------------------
                                       Name

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

                                       -----------------------------------
                                       Address





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