CERTIFICATE OF AMENDMENT
                         TO CERTIFICATE OF INCORPORATION
                             OF STAR RESOURCES, INC.


         STAR RESOURCES, INC., a corporation organized and existing under and by
virtue  of  the  General   Corporation  Laws  of  the  State  of  Delaware  (the
"Corporation"), does hereby certify:

         FIRST:  ARTICLE FIRST of the Certificate of Incorporation is amended by
changing the name of the Company to "Logiphone Group, Inc."

         Accordingly,  ARTICLE  FIRST of the  Certificate  of  Incorporation  as
amended is deleted and the following new ARTICLE  FIRST is  substituted  in lieu
thereof:

                                 "ARTICLE FIRST

         The name of the Corporation is Logiphone Group, Inc. (the
"Corporation")."

         SECOND:  ARTICLE FOURTH of the Certificate of  Incorporation is amended
by reducing  the number of  authorized  shares of common  stock from one hundred
twenty million  (120,000,000)  to twenty million  (20,000,000)  shares of common
stock with a par value of $.0001 per share.

         Accordingly,  the first  paragraph of ARTICLE FOURTH of the Certificate
of  Incorporation as amended is deleted and the following new first paragraph of
ARTICLE FOURTH is substituted in lieu thereof:

                                 "ARTICLE FOURTH

         That the  total  number of shares  of all  classes  of stock  which the
         Corporation  shall have authority to issue shall be twenty-one  million
         (21,000,000)   shares,  of  which  one  million  (1,000,000)  shall  be
         preferred stock of the par value of one cent ($.01) (hereinafter called
         the "Preferred Stock") and of which twenty million  (20,000,000) shares
         shall be common stock of the par value of one one-hundredth of one cent
         ($.0001) (hereinafter called the "Common Stock")."

         The  remainder of ARTICLE  FOURTH  regarding the terms of the Preferred
Stock and Common Stock shall remain the same.

         THIRD:  That  thereafter,  pursuant  to a  resolution  of its  Board of
Directors and a consent in writing, including the proposed amendment, was signed
by the  holders of in excess of a majority of the  outstanding  shares of Common
Stock of the  Corporation,  which was not less than the minimum  number of votes
necessary to authorize such an amendment at a meeting at which all  stockholders
having the right to vote thereon were present and voted,  and written notices of
such action has been sent to all other  stockholders  who have not  consented in
writing to such action.

         FOURTH:  Said amendment was duly adopted in accordance with the
provisions of Section 228 and Section 242 of the General Corporation Laws of the
State of Delaware.


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CORPDAL:57854.1 26308-00002




         FIFTH:  That upon  filing of this  Certificate  of  Amendment  with the
Secretary  of  State  of  Delaware  (i)  each  eighty-two  and  eighty-five  one
hundredths  (82.85) shares of Common Stock,  par value one  one-hundredth of one
cent ($.0001),  previously outstanding on such date of filing shall be deemed to
have been exchanged for one (1) new share of outstanding Common Stock, par value
one one-hundredth of one cent ($.0001); (ii) certificates representing shares of
Common Stock  previously  outstanding  on such date of filing shall be exchanged
for new  certificates  reflecting the  one-for-eighty-two  and  eighty-five  one
hundredths  (1:82.85)  reverse stock split; and (iii) fractional shares shall be
rounded up to the nearest whole share.

         IN WITNESS WHEREOF, the undersigned have hereunder subscribed our names
this 23rd day of October, 1996.


                                                     /s/ Lawrence E. Steinberg
                                                     Lawrence E. Steinberg
                                                        President


                                                     /s/ Michael A. Hershman
                                                     Michael A. Hershman
                                                        Secretary

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CORPDAL:57854.1 26308-00002