STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                        --------------------------------




         I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER OF DELAWARE & FOREIGN CORPORATIONS OF "DOCUCON, INCORPORATED"FILED IN
THIS OFFICE ON THE SEVENTEENTH DAY OF OCTOBER, A.D. 1988, AT 9 O'CLOCK A.M.




                                            ------------------------------------
                                           MICHAEL RATCHFORD, SECRETARY OF STATE
                                                        AUTHENTICATION: *3696187
                                                               DATE:  12/11/1992


                              CERTIFICATE OF MERGER

                                       OF

                              DOCUCON, INCORPORATED
                            (a Delaware corporation)

                                       AND

                              DOCUCON, INCORPORATED

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                  Under Section 252 of the General Corporation
                          Law of the State of Delaware
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         DOCUCON, INCORPORATED, a corporation formed under the laws of the State
of Delaware ("Docucon-Delaware"), and DOCUCON, INCORPORATED, a Corporation
formed under the laws of the State of Texas ("DOCUCON-TEXAS"), desiring to
effectuate a merger of the DOCUCON-TEXAS with and the General Corporation Law of
the State of Delaware, do hereby certify as follows:

         FIRST: The constituent corporation involved in the merger are
DOCUCON-DELAWARE and DOCUCON-TEXAS. DOCUCON-DELAWARE is a corporation organized
and existing under the laws of the State of Delaware. The Certificate of
Incorporation for DOCUCON-DELAWARE was filed in the Office of the Secretary of
State of the State of Delaware on the 11th day of October, 1988. DOCUCON-TEXAS
is a corporation organized and existing under the laws of the State of Texas.
The Articles of Incorporation for DOCUCON-TEXAS were filed in the Office of the
Secretary of State of the State of Texas on June 27, 1986.

         SECOND:  DOCUCON-TEXAS is, as of the date hereof, the lawful owner of
all of the issued and outstanding capital stock of DOCUCON-DELAWARE.

         THIRD: A Plan and Agreement of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporation in
accordance with the laws of the applicable jurisdictions under which the
constituent corporations have been formed.

         FOURTH:  The surviving corporation in the merger shall be
DOCUCON-DELAWARE. The name of the surviving corporation in the merger shall be
"DOCUCON, INCORPORATED".

         FIFTH:  The Certificate of Incorporation of the surviving corporation
shall be the Certificate of Incorporation of DOCUCON-DELAWARE.

         SIXTH:  The executed Plan and Agreement of Merger is on file at the
principle place of business of the surviving corporation at 9100 I.H. 10 West,
Suite 100, San Antonio, Texas 78230.

         SEVENTH:  A copy of the Plan and Agreement of Merger will be furnished
by the surviving corporation on request and without cost to any shareholder of
any constituent corporation.

         EIGHT: The authorized capital stock of DOCUCON-TEXAS is Fifty Million
(50,000,000) shares, consisting of Thirty Million (30,000,000) shares of $1.00
par value per share preferred stock, and twenty Million (20,000,000) shares of
$0.01 par value per share common stock.

         NINTH: The merger herein described shall become effective upon the
latest to occur of (i) the filing of this Certificate of Merger with the
Secretary of Stare of the State of Delaware, (ii) the recording of this
Certificate of Merger with the appropriate authorities in New Castle County,
Delaware, and (iii) the filing of Articles of Merger (and/or such other
instruments as may be required by the Texas Business Corporation Act, or related
statutes) with the Secretary of State of the State of Texas.

         IN WITNESS WHEREOF, DOCUCON-DELAWARE and DOCUCON-TEXAS have each duly
caused this Certificate of Merger to be executed by its duly authorized officers
as of the 11th day of October, 1988.

                                        DOCUCON, INCORPORATED, a Delaware
                                        Corporation


                                        By: /s/ EDWARD P. GISTARO
                                                EDWARD P. GISTARO, President

ATTEST:


/s/ RALPH BROWN
    RALPH BROWN, Secretary

                                        DOCUCON, INCORPORATED, a Delaware
                                        Corporation


                                        By: /s/ EDWARD P. GISTARO
                                                EDWARD P. GISTARO, President
ATTEST:


/s/ RALPH BROWN
    RALPH BROWN, Secretary