ARTICLES OF MERGER OF
                              RARE TELEPHONY, INC.
                                      INTO
                VOICE & DATA COMMUNICATIONS (LATIN AMERICA), INC.


         FIRST.  The name of the surviving entity is Voice & Data Communications
(Latin  America),  Inc. and the place of its organization is the jurisdiction of
Delaware,  the  laws of  which  permits  this  merger.  The  name  and  place of
organization  of the  entity  being  merged  into the  surviving  entity is Rare
Telephony, Inc., organized in the jurisdiction of Nevada.

         SECOND.  An Agreement and Plan of Merger ("Plan of Merger") was adopted
by each entity that is a party to this merger.

         THIRD.   The  Plan  of  Merger was  submitted  to  the  owners  of Rare
Telephony,  Inc. by the directors  thereof  pursuant to Chapter 78 of the Nevada
Revised Statutes.

         FOURTH.  The  designation,  number of votes entitled to be cast and the
total number of undisputed  votes cast for the Plan of Merger,  by each class of
capital stock of Rare Telephony,  Inc. entitled to vote on the Plan of Merger is
as follows:



                                  Class                                       Common

                                                                           
         Total Number of Votes Entitled to be Cast:                           25,000

         Total Number of Votes Cast for:                                      25,000



         FIFTH.   The  number of votes cast for the Plan of Merger by the owners
of the  shares  of Common  Stock of Rare  Telephony,  Inc.  was  sufficient  for
approval by the owners of such class of stock.

         SIXTH.   The Plan of Merger  was  submitted  to the  owners of  Voice &
Data Communications  (Latin America),  Inc. by the directors thereof pursuant to
Section 251 of the Delaware General Corporation Law.

         SEVENTH. The designation, total number of votes entitled to be cast and
the total number of undisputed votes cast for the Plan of Merger,  by each class
of capital stock of Voice & Data Communications  (Latin America),  Inc. entitled
to vote on the Plan of Merger is as follows:



                                 Class                                        Common

                                                                            
        Total Number of Votes Entitled to be Cast:                             100

        Total Numbers of Votes Cast for:                                       100


         EIGHTH.  The  number of votes cast for the Plan of Merger by the owners
of the shares of Common Stock of Voice & Data  Communications  (Latin  America),
Inc. was sufficient for approval by the owners of such class of stock.



         NINTH.   The   Certificate   of   Incorporation   of   Voice   &   Data
Communications  (Latin  America),  Inc.  was  amended as provided by the Plan of
Merger as follows:

                  Article 1 of the Certificate of Incorporation of the surviving
corporation shall be amended to read as follows:

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

         TENTH.            That  the  executed  Plan of Merger is on file at the
principal place of business of Voice & Data Communications (Latin America), Inc.
The address of the  principal  place of business is 657 Main Avenue,  Suite 301,
Passaic, NJ 07055, and a copy of the Plan of Merger will be furnished by Voice &
Data  Communications  (Latin  America),  Inc. on request and without cost to any
owner of any entity which is a party to this merger by  submitting  such request
to the executive offices located at 75 Holly Hill Lane, Greenwich, CT 06830.

         ELEVENTH.         All parties to this merger  have  complied  with  the
laws of their respective jurisdiction of organization concerning this merger.

         TWELFTH.          Voice & Data Communications  (Latin  America),  Inc.,
the surviving  corporation hereby: (a) agrees that it may be served with process
in the State of Nevada in any  proceedings for the enforcement of any obligation
of any domestic  corporation  party to the merger and in any proceedings for the
enforcement  of the  rights of a  dissenting  shareholder  of any such  domestic
corporation  against the surviving  corporation;  (b)  irrevocably  appoints the
Secretary  of State of Nevada as its agent to accept  service  of process in any
such proceeding and that the post office address to which the Secretary of State
may mail a copy of any  process  that may be  served  upon him is 75 Holly  Hill
Lane,  Greenwich,  CT 06830;  and (c) agrees  that it will  promptly  pay to the
dissenting  shareholders of any such domestic corporation the amount, if any, to
which  they  shall be  entitled  under  the  provisions  of the  Nevada  General
Corporation Law with respect to the right of dissenting shareholders.

         THIRTEENTH.       The merger shall become effective when filed.

         IN WITNESS WHEREOF, Rare Telephony,  Inc. has caused the Certificate to
be signed by Thomas J.  Vrabel,  its  President,  Chief  Executive  Officer  and
Secretary, this 14th day of June, 2000.

                                          RARE TELEPHONY, INC.


                                          By: /s/ Thomas J. Vrabel
                                             -----------------------------------
                                             Thomas J. Vrabel, President
                                             Chief Executive Officer & Secretary

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