CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               WORLD CALLNET, INC.

         The  undersigned,  being the President and Secretary of WORLD  CALLNET,
INC., (the "Corporation"), a corporation existing under the laws of the State of
Delaware, does hereby certify under the seal of the said corporation as follows:

         1.  The  name  of  the  Corporation  (hereinafter  referred  to as  the
"Corporation")  is  World  CallNet,   Inc.  The  date  of  filing  the  original
certificate  of  incorporation  with the  Secretary  of State  of  Delaware  was
December 28, 1992.

         2. Article FOUR of the Certificate of  Incorporation of the Corporation
is hereby amended to be and read as follows:

         "FOUR:  Capital  Stock.  (A) The  total  number  of  shares  which  the
         corporation shall have authority to issue is 110,000,000,  all of which
         have a par value of $0.001; 100,000,000 of said shares are Common Stock
         and 10,000,000 of said shares are Preferred Stock.

                  (B)   The   powers,    preferences   and   rights,   and   the
         qualifications,  limitations  and  restrictions  of  the  Corporation's
         Common Stock and Preferred Stock are as follows:

                  (i) holders of the Corporation's Common Stock as a class, have
                  equal  ratable  rights to receive  dividends  when,  as and if
                  declared  by the  Board of  Directors,  out of  funds  legally
                  available  therefor and are entitled upon  liquidation  of the
                  Company  to share  ratably  in the net  assets  available  for
                  distribution,  are not  redeemable  and have no pre-emptive or
                  similar rights; and holders of the Corporation's  Common Stock
                  have one non-cumulative  vote for each share held of record on
                  all matters to be voted on by the Corporation's stockholders.

                  (ii) the  shares of  Preferred  Stock may be issued in series,
                  and shall have such  voting  powers,  full or  limited,  or no
                  voting powers, and such designations, preferences and relative
                  participating,   optional  or  other   special   rights,   and
                  qualifications,  limitations or restrictions thereof, as shall
                  be stated  and  expressed  in the  resolution  or  resolutions
                  providing  for the issuance of such stock adopted from time to
                  time by the  Board of  Directors.  The Board of  Directors  is
                  hereby  expressly  vested with the  authority to determine and
                  fix  in  the  resolution  or  resolutions  providing  for  the

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                  issuances of Preferred Stock the voting powers,  designations,
                  preferences and rights, and the qualifications, limitations or
                  restrictions  thereof,  of each such series to the full extent
                  now or  hereafter  permitted  by the  laws  of  the  State  of
                  Delaware.

         3. The amendment of the certificate of  incorporation  herein certified
has been duly  adopted by the  unanimous  written  consent of the  Corporation's
Board  of  Directors  and  a  majority  of  the  Corporation's  shareholders  in
accordance  with the provisions of Sections  141(f),  228 and 242 of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto  affixed  and  this  Certificate  of  Amendment  of  the  Corporation's
Certificate of Incorporation to be signed by Paul Goodman Simpson, its President
and Jeremy Pell, its Secretary, this 22nd day of May, 2000.

                                                WORLD CALLNET, INC.


                                             By:  /s/Paul Goodman-Simpson
                                                 -------------------------
                                                     Paul Goodman Simpson,
                                                     President



                                             By:  /s/ Jeremy Pell
                                                      --------------------
                                                      Jeremy Pell,
                                                      Secretary