CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION


                                       OF

                             UPLAND PROPERTIES, INC.


         We the undersigned  President and Secretary of UPLAND PROPERTIES,  INC.
do hereby certify as follows:


         That the Board of  Directors  of said  corporation  at a  meeting  duly
convened,  held on May 16,  1998,  adopting a  resolution  to record the Amended
Articles of Incorporation filed on September 12, 1996 as follows:

ARTICLE I is hereby amended to read as follows:

         That the name of the corporation is:
         WORLD WIDE WIRELESS COMMUNICATIONS, INC.

         The number of shares of the  corporation  outstanding  and  entitled to
vote on as  amendment  to the  articles of  incorporation  8,024,000,  that said
amendment  has  been  consented  to  and  approved  by a  majority  vote  of the
stockholders  holding at least a majority of each class of stock outstanding and
entitled  to vote  thereon  pursuant  to an action  by  written  consent  of the
shareholders of UPLAND PROPERTIES, INC.

                                                  /s/ Douglas Haffer
                                                  ------------------
                                                  DOUGLAS HAFFER
                                                  President

                                                  /s/
                                                  ------------------

                                                  Secretary