CERTIFICATE OF MERGER OF
                              RARE TELEPHONY, INC.
                                      INTO
                Voice & DATA COMMUNICATIONS (LATIN AMERICA), INC.


         The undersigned  corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST:   That  the  name  and  state  of  incorporation  of each of the
constituent corporations of the merger is as follows:



                                      Name                                               State of Incorporation
                                                                                             
         Voice & Data Communications (Latin America), Inc.                                      Delaware
         Rare Telephony, Inc.                                                                    Nevada



         SECOND:  That  an  Agreement  and Plan of Merger between the parties to
the merger has been approved, adopted,  certified,  executed and acknowledged by
each of the  constituent  corporations  in accordance  with the  requirements of
Section 252 of the General Corporation Law of the State of Delaware.

         THIRD:   That the surviving corporation of the merger is Voice  &  Data
Communications (Latin America), Inc.

         FOURTH:  Article First  of the  Certificate  of  Incorporation  of  the
surviving corporation shall be amended to read as follows:

          "FIRST: The name of the corporation is Rare Telephony, Inc."

         FIFTH:   That  the  executed Agreement and Plan of Merger is on file at
the principal place of business of the surviving corporation. The address of the
principal  place of business of the  surviving  corporation  is 657 Main Avenue,
Suite 301, Passaic, New Jersey 07055 and its executive offices are located at 75
Holly Hill Lane, Greenwich, CT 06830.

         SIXTH:   That a copy  of the Agreement  and  Plan  of  Merger  will  be
furnished  by the  surviving  corporation,  on request and  without  cost to any
stockholder of any constituent corporation.

         SEVENTH:  The authorized  aggregate  capital stock for Rare  Telephony,
Inc.,  is 25,000 shares of Common  Stock,  having no par value,  of which 25,000
shares are issued and outstanding.

         EIGHTH:  The merger shall become  effective  upon the  filing  of  this
Certificate of Merger with the State of Delaware.



         IN WITNESS WHEREOF, Voice & Data Communications (Latin America),  Inc.,
has  caused  the  Certificate  to be signed by  Frederick  A.  Moran,  its Chief
Executive Officer, this 14th day of June, 2000.

                                                 VOICE & DATA COMMUNICATIONS
                                                 (LATIN AMERICA), INC.


                                                 By:    /s/ Frederick A. Moran
                                                        ------------------------
                                                        Frederick A. Moran,
                                                        Chief Executive Officer

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