CERTIFICATE OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF
                             THE ADSONLY GROUP, INC.


Michael Hinshaw and Henry Corona certify that:


1.  They  are  the  chief   executive   officer  and  the   secretary-treasurer,
respectively, of THE ADSONLY GROUP, INC., a California corporation.

2. Article I of the Articles of  Incorporation of this corporation is amended to
read as follows: I. The name of this corporation is ResourceNet  Communications,
Inc.

3.The  foregoing  amendment  of the  Articles  of  Incorporation  has been  duly
approved by the board of the directors of the corporation.

4. The foregoing amendment and restatement of articles of incorporation has been
duly approved by the required vote of  shareholders  in accordance  with Section
902 of the  Corporations  Code.  The total number of  outstanding  shares of the
corporation  is 1,482,256.  The  favorable  vote of a majority of such shares is
required to approve the amendment, and the number of such shares voting in favor
of the amendment equaled or exceeded the required vote.

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

DATE:             April 15, 1997



/S / Michael Hinshaw                                       /S/ Henry Corona
MICHAEL HINSHAW                                            HENRY CORONA
Chief Executive Officer                                    Secretary-Treasurer