In this  location,  the origial of this document has an official  stamp
indicating that it was filed with the Secretary of State of the State of Nevada.

                            CERTIFICATE OF AMENDMENT
                        OF THE ARTICLES OF INCORPORATION
                                       OF
                        THE CANTON INDUSTRIAL CORPORATION
                            (AFTER ISSUANCE OF STOCK)


                        Pursuant to Section 78.390(1)(c)
                         of the Nevada Revised Statutes




         We  the  undersigned,   as  duly  authorized  officers  of  The  Canton
Industrial  Corporation,  a Nevada  corporation (the "Company"),  hereby certify
that on April 26, 1996 the  Company's  Board of  Directors  of held a meeting at
which the Board voted to amend Article First of the Articles of Incorporation to
read as follows:

         FIRST.  The name of the Company shall be CyberAmerica Corporation.

This amendment was approved by the holders of a majority of the Company's issued
and outstanding  common stock represented in person or by proxy at the Company's
Annual Meeting of Shareholders held June 18, 1996.





THE CANTON INDUSTRIAL CORPORATION

/s/ Richard D. Surber
Richard D. Surber
President, Chief Executive Officer and Director


/s/ Susan S. Waldrop
Susan S. Waldrop
Secretary, Treasurer and Chief Financial Officer






State of Utah            )

                        ss.

County of Salt Lake      )

         On this  17th day of June,  1996,  personally  appeared
before me Richard D. Surber, whose identity is personally known to me and who by
me duly  sworn,  did say that he is the  President  and a Director of The Canton
Industrial  Corporation  and that said  document  was signed by him on behalf of
said corporation by authority of its Bylaws,  and the Resolution of its Board of
Directors,  and said Richard  Surber  acknowledged  to me that said  corporation
executed the same.


                                                          /s/ Matthew G. Colvin
                                                          Notary Public


                  Seal

     The  original  of  this  document  has a  notarial  seal  from  the  notary
indicating the notary's  address and that his commission  expires on October 27,
1998 and has the official seal of the State of Utah.





State of Utah            )

                        ss.

County of Salt Lake      )

         On this  17th day of June,  1996,  personally  appeared
before me Susan S. Waldrop,  whose identity is personally known to me and who by
me duly  sworn,  did say  that she is the  Secretary  of The  Canton  Industrial
Corporation  and  that  said  document  was  signed  by her on  behalf  of  said
corporation  by  authority  of its Bylaws,  and the  Resolution  of its Board of
Directors,  and said  Susan  Waldrop  acknowledged  to me that said  corporation
executed the same.


                                                          /s/ Matthew G. Colvin
                                                          Notary Public


     Seal The  original  of this  document  has a notarial  seal from the notary
indicating the notary's  address and that his commission  expires on October 27,
1998 and has the official seal of the State of Utah.

         On the  reverse  side  of the  original  copy of  this  document  is an
embossed  seal of the State of Nevada,  Secretary of State's  office  certifying
that this a true and  complete  copy of the  document as filed in their  office,
dated June 18, 1996 and signed by an official of the State of Nevada.