EXHIBIT 3.5

                              ARTICLES OF AMENDMENT

         (Pursuant to Sections 607.0601 of the Business Corporation Act
                            of the State of Florida)

         High Speed Net Solutions, Inc. (the "Corporation"), a corporation
organized and existing under the laws of the State of Florida, hereby certifies
as follows:

         1. The name of the corporation is High Speed Net Solutions, Inc.

         2. The terms and provisions of Statement of Rights and Preferences of
Series B Convertible Preferred Stock have been duly approved by written consent
of the board of directors of the Corporation pursuant to Section 607.047 of the
Florida General Corporation Act.

         3. The text of the resolution establishing and designating the Series B
Convertible Preferred Stock, and fixing and determining the relative rights and
preferences of the Series B Convertible Preferred Stock is attached hereto as
Exhibit A.

         IN WITNESS WHEREOF, the Corporation has caused this statement relating
to the Statement of Rights and Preferences of Series B Convertible Preferred
Stock to be executed in its name and on its behalf by its President and attested
to by its Secretary this 13 th day of February, 2001, hereby declaring and
certifying that this is the act and deed of the Corporation and that the
statements contained herein are affirmed as true under penalties of perjury.

                                    HIGH SPEED NET SOLUTIONS, INC.

[CORPORATE SEAL]

                                    By: /s/ Andrew Fox
                                       -----------------------------------------
ATTEST:                                 Andrew Fox, President

By: /s/ R. S. Lowrey
    --------------------------------------------------
    Robert S. Lowrey, Assistant Secretary

                                    EXHIBIT A

                                 WRITTEN CONSENT
                            OF THE BOARD OF DIRECTORS
                                       OF
                         HIGH SPEED NET SOLUTIONS, INC.

         The undersigned, being all of the Directors of High Speed Net
Solutions, Inc., a Florida corporation, (the "Corporation"), do hereby adopt the
following resolutions by signing their written consent hereto, which action by
written consent is taken in lieu of holding a special meeting of the Board of
Directors of the Corporation:

                      APPROVAL OF THE ARTICLES OF AMENDMENT

         WHEREAS, the Directors of the Corporation have been presented with the
form of a Statement of Rights and Preferences of the Series B Convertible
Preferred Stock (the "Statement"), a copy of which is attached hereto which
describes the terms of the Series B Convertible Preferred Stock; and

         WHEREAS, the Directors of the Corporation believe that the adoption of
the Statement is in the best interests of the Corporation;

         NOW, THEREFORE, BE IT

         RESOLVED, that the Statement be, and hereby is, approved and adopted in
the form attached hereto; and further

         RESOLVED, that the officers of the Corporation be, and hereby are,
authorized to execute a Statement of Rights of Preferred Stock of the
Corporation and to file such Certificate with the Department of State of the
State of Florida as is required by the Florida General Corporation Act.

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         These actions and resolutions are effective as of the 13th day of
February, 2001. This written consent may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

                                       /s/ Andrew Fox
                                      ------------------------------------------
                                      Andrew L. Fox

                                      /s/ Bjorn Jawerth
                                      ------------------------------------------
                                      Dr. Bjorn Jawerth

                                      /s/ Herman Rush
                                      ------------------------------------------
                                      Herman Rush

                                      /s/ Richard F. Seifert
                                      ------------------------------------------
                                      Richard F. Seifert

                                      /s/ Cristine Wittress
                                      ------------------------------------------
                                      C. Cristine Wittress

                                      ALL OF THE DIRECTORS

                   STATEMENT OF RIGHTS AND PREFERENCES OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                        OF HIGH SPEED NET SOLUTIONS, INC.

1.       Number and Designation. A series consisting initially of six thousand
         five hundred (6,500) shares of the authorized preferred stock of the
         corporation, $.001 par value per share, is designated the Series B
         Convertible Preferred Stock (the "Series B Preferred Stock"). The
         number of shares of Series B Preferred Stock shall not be increased but
         may be decreased from time to time by resolution of the Board of
         Directors.

2.       Dividend and Distributions. When the Board of Directors declares any
         cash dividend be paid upon or set aside for the Common Stock in the
         Corporation's fiscal year, the holders of the Series B Preferred Stock
         shall be entitled to receive in any fiscal year of the corporation, out
         of any assets at the time legally available therefor, dividends payable
         in an amount per share of Series B Preferred Stock at least equal to
         (a) the aggregate per share amount of all cash dividends declared, paid
         or set aside for the Common Stock in such fiscal year, multiplied by
         (b) the number of whole shares of Common Stock into which each such
         share of Series B Preferred Stock would be convertible immediately
         after the close of business on the record date fixed for such dividend,
         notwithstanding whether there is sufficient authorized Common Stock to
         permit conversion of the Series B Preferred Stock. No dividends shall
         be paid on the Common Stock unless equivalent dividends per share, as
         determined on an as-converted basis, are declared and paid on the
         Series B Preferred Stock.

3.       Voting Rights. Except as otherwise required by applicable law or as set
         forth herein, the shares of Series B Preferred Stock shall be voted
         equally with the shares of Common Stock (voting together with the
         shares of Common Stock as a single class) at any annual or special
         meeting of stockholders of the corporation, or may act by written
         consent in the same manner as and equally with the shares of Common
         Stock upon the following basis: each holder of one or more shares of
         Series B Preferred Stock shall be entitled to notice of any
         stockholders' meeting in accordance with the Bylaws of the corporation
         and to such number of votes for the shares of Series B Preferred Stock
         held by him on the record date fixed for such meeting, or on the
         effective date of such written consent, as shall be equal to the number
         of whole shares of Common Stock into which all of his shares of Series
         B Preferred Stock are convertible immediately after the close of
         business on the record date fixed for such meeting or the effective
         date of such written consent, notwithstanding whether there is
         sufficient authorized Common Stock to permit conversion of the Series B
         Preferred Stock.

4.       Conversion. Each share of Series B Preferred Stock shall automatically
         be converted, without further action of the holders of Series B
         Preferred Stock, into

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         one thousand (1,000) fully paid and nonassessable shares of Common
         Stock, as adjusted pursuant to Section 4(e) below (such number of
         shares being the "Series B Conversion Rate"), at such time after the
         corporate charter of the corporation is amended to increase the number
         of authorized shares of Common Stock of the corporation to at least
         sixty million so that the corporation has authorized, and not reserved
         for another purpose, a sufficient number of shares of Common Stock for
         issuance upon conversion of all outstanding shares of Series B
         Preferred Stock. Until such time, the shares of Series B Preferred
         Stock shall not be convertible.

                  (a) Mechanics of Conversion. Upon notice of conversion from
         the corporation, the holder of converted shares of Series B Preferred
         Stock shall (1) surrender the certificate or certificates therefor,
         duly endorsed, at the office of the corporation or of any transfer
         agent for such stock, and (2) give written notice to the corporation at
         such office stating the name or names in which it wishes the
         certificate or certificates for shares of Common Stock to be issued.
         The corporation shall, as soon as practicable thereafter and at its
         expense, issue and deliver to such holder a certificate or certificates
         for the number of shares of Common Stock to which such holder is
         entitled. Such conversion shall be deemed to have been made immediately
         prior to the close of business on the date of surrender of the shares
         of Series B Preferred Stock to be converted, and the person or persons
         entitled to receive the shares of Common Stock issuable upon such
         conversion shall be treated for all purposes as the record holder or
         holders of such shares of Common Stock on such date.

                  (b) Reservation of Stock Issuable Upon Conversion. The
         corporation will take such corporate action as may, in the opinion of
         its counsel, be necessary to increase its authorized but unissued
         shares of Common Stock to such number of shares as shall be sufficient
         for conversion of the Series B Preferred Stock, including without
         limitation, engaging in best efforts to obtain the requisite
         shareholder approval of any necessary amendment to these Articles of
         Incorporation; provided, however, that the corporation may delay taking
         any action until after the Securities and Exchange Commission declares
         the corporation's registration statement on Form S-1 effective and the
         corporation's common stock becomes registered under the Securities and
         Exchange Act of 1934, as amended.

                  (c) Fractional Shares. No fractional share shall be issued
         upon the conversion of any share or shares of Series B Preferred Stock.
         All shares of Common Stock (including fractions thereof) issuable upon
         conversion of more than one share of Series B Preferred Stock by a
         holder thereof shall be aggregated for purposes of determining whether
         the conversion would result in the issuance of any fractional share.
         If, after the aforementioned aggregation, the conversion would result
         in the issuance of a fraction of a share of Common Stock, the
         corporation shall, in lieu of issuing any fractional share, pay the
         holder otherwise entitled to such

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         fraction a sum in cash equal to the same fraction of the fair market
         value per share as of the date of conversion.

                  (d) No Impairment. The corporation will not, by amendment of
         its Articles of Incorporation or through any reorganization, transfer
         of assets, consolidation, merger, share exchange, dissolution, issue or
         sale of securities or any other voluntary action, avoid or seek to
         avoid the observance or performance of any of the terms to be observed
         or performed hereunder by the corporation, including without limitation
         the adjustments required under this Section 4, and will at all times in
         good faith assist in the carrying out of all the provisions of this
         Section 4 and the taking of all such action as may be necessary or
         appropriate in order to protect the conversion rights of the holders of
         Series B Preferred Stock set forth in this Section 4 against
         impairment.

                  (e) Adjustment to Series B Conversion Rate. The Series B
         Conversion Rate shall be adjusted as follows:

                           (i) If, at any time during the period when the Series
                  B Preferred Stock remains outstanding, the corporation shall
                  declare and pay on shares of Common Stock a dividend payable
                  in shares of Common Stock or shall split the then outstanding
                  shares of Common Stock into a greater number of shares, then
                  the Series B Conversion Rate shall be proportionately
                  increased and, conversely, if at any time the corporation
                  shall contract or reduce the number of outstanding shares of
                  Common Stock by combining such shares into a smaller number of
                  shares, then the Series B Conversion Rate shall be
                  proportionately decreased as of such time.

                           (ii) Whenever the Series B Conversion Rate shall be
                  adjusted as provided in this Section 4(e), the corporation
                  shall, as soon as practicable thereafter file at its principal
                  office, a statement signed by the Chief Financial Officer,
                  showing in reasonable detail the basis for such adjustment and
                  the actual Series B Conversion Rate that shall be in effect
                  after such adjustment and shall cause a copy of such statement
                  to be sent to the holders of the Series B Preferred Stock at
                  their addresses on the books and records of the corporation.

                  (f) Changes in Common Stock. In case at any time the
         corporation shall initiate any transaction or be a party to any
         transaction (including, without limitation, a merger, consolidation,
         share exchange, sale, lease or other disposition of all or
         substantially all of the corporation's assets, charter amendment,
         recapitalization or reclassification of the Common Stock) in connection
         with which the previously outstanding Common Stock shall be changed
         into or exchanged for different securities of the corporation or
         capital stock or other securities of another corporation or interests
         in a non-corporate entity or other property (including cash)

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         or any combination of the foregoing (each such transaction being herein
         called a "Transaction"), then, as a condition of the consummation of
         the Transaction, lawful, enforceable and adequate provision shall be
         made so that the holders of Series B Preferred Stock shall be entitled
         to receive upon conversion of their shares of Series B Preferred Stock
         at any time on or after the consummation of the Transaction, in lieu of
         the shares of Common Stock issuable upon such conversion prior to such
         consummation, the securities or other property (including cash) to
         which such holders of Series B Preferred Stock would have been entitled
         upon consummation of the Transaction if such holders had converted
         their shares of Series B Preferred Stock immediately prior thereto
         (subject to adjustments from and after the consummation date as nearly
         equivalent as possible to the adjustments provided for in this Section
         4). The corporation will not effect any Transaction unless prior to the
         consummation thereof each corporation or entity (other than the
         corporation) which may be required to deliver any securities or other
         property upon the conversion of Series B Preferred Stock as provided
         herein shall assume, by written instrument delivered to the holders of
         Series B Preferred Stock, the obligation to deliver to such holders
         such securities or other property as in accordance with the foregoing
         provisions such holders may be entitled to receive.

                  (g) Other Action Affecting Common Stock. In case at any time
         or from time to time the corporation shall take any action affecting
         the Common Stock, other than an action described in Section 4(f)
         hereof, then, unless in the opinion of the Board of Directors of the
         corporation such action will not have a material adverse effect upon
         the rights of the holders of Series B Preferred Stock (taking into
         consideration, if necessary, any prior actions which the Board of
         Directors deemed not to materially adversely affect the rights of the
         holders), the Series B Conversion Rate shall be adjusted in such manner
         and at such time as the Board of Directors of the corporation may in
         good faith determine to be equitable in the circumstances.

                  (h) Status of Converted Series B Preferred Stock. Any shares
         of Series B Preferred Stock which shall at any time have been converted
         pursuant to this Section 4 shall, after such conversion, have the
         status of authorized but unissued shares of preferred stock, without
         designation as to series until such shares are once more designated as
         part of a particular series by the Board.

5.       Liquidation.

                  (a) Participation. Upon any liquidation, dissolution or
         winding up of the corporation, the holders of shares of Series B
         Preferred Stock shall participate ratably, on an as-converted basis,
         with the Common Stock in the distribution of the entire assets and
         funds of the corporation remaining after any and all preferential
         amounts have been paid, notwithstanding whether there is sufficient
         authorized Common Stock to permit conversion of the Series B Preferred
         Stock.

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                  (b) Valuation of Securities. Any securities to be distributed
         pursuant to this Section 5 in a liquidation, dissolution or winding up
         of the corporation shall be the fair market value thereof, as
         determined in good faith by the Board of Directors of the corporation.

                  (c) Notice. Written notice (the "Notice") of any such
         liquidation, dissolution or winding up of the corporation within the
         meaning of this Section 5, which states the payment date, the place
         where said payments shall be made and the date on which conversion
         rights (as defined in Section 4) terminate as to such shares (which
         shall be not less than 20 days after the date such notice is given),
         shall be given by first class mail, postage prepaid, or by telecopy,
         facsimile or recognized overnight courier, not less than 30 nor more
         than 60 days prior to the payments date stated therein, to the then
         holders of record of Series B Preferred Stock, such Notice to be
         addressed to each such holder at its address as shown on the records of
         the corporation.

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