ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION
OF
TELSCAPE INTERNATIONAL, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act (the "Act"), the undersigned corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation:
I.
The name of the corporation is Telscape International, Inc. (the
"Corporation").
II.
On June 2, 2000, the Board of Directors of the Corporation adopted
resolutions setting forth the following amendments to Articles IV and V,
respectively, of the Corporation's Articles of Incorporation, as amended,
directing that such amendments be submitted to a vote at the Annual Meeting of
the Shareholders.
The first amendment alters or changes Article IV of the original Articles
of Incorporation, as amended, and the initial paragraph of Article IV shall be
as follows:
"ARTICLE IV
SHARES
------
The aggregate number of shares which the Corporation has
authority to issue is (i) One Hundred Million (100,000,000)
shares of Common Stock, $.001 par value per share (Common
Stock) and (ii) Ten Million (10,000,000) shares of Preferred
Stock, $.001 par value (Preferred Stock), One Million
(1,000,000) shares of which are designated as Series A
Preferred Stock and Three Hundred Eighty Thousand (380,000)
are designated as Series B Non-Voting, Non-Participating
Preferred Stock, $.001 par value per share."
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The second amendment alters or changes Article V of the original Articles
of Incorporation, as amended, and the full text of Article V shall be as
follows:
"ARTICLE V
PREEMPTIVE RIGHTS
-----------------
Unless otherwise authorized by the Board of Directors, no
shareholder of the Corporation shall have preemptive rights
to purchase or subscribe to any shares of any class or any
notes, debentures, options, warrants or other securities,
now or hereafter authorized."
III.
The number of shares of the Corporation outstanding at the time of the
adoption of the foregoing amendment was 8,081,708; and the number of shares
outstanding on the record date and entitled to vote thereon was 8,081,708.
IV.
The number of shares voted for the amendment of Article IV was 5,234,296
and the number of shares voted against such amendment was 266,350. The number
of shares voted for the amendment of Article V was 5,234,296 and the number of
shares voted against such amendment was 266,350.
V.
The foregoing amendments do not involve any exchange, reclassification or
cancellation of issued shares of the Corporation.
VI.
The foregoing amendments do not effect a change in the amount of stated
capital of the Corporation.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment on behalf of the Corporation as of the 2nd day of June, 2000.
TELSCAPE INTERNATIONAL, INC.
By:_________________________________
Todd M. Binet, President
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