CERTIFICATE OF MERGER

                                OF SITI-II, INC.

                                  WITH AND INTO

                                  TROPIA, INC.

     In accordance with Section 251 of the General  Corporation Law of the State
of Delaware, the undersigned Corporation hereby certifies the following:

     1.   Pursuant to the Merger and Business Development  Agreement dated as of
          June  23,  1999  (the  "MERGER  AGREEMENT"),  by  and  among  Spectrum
          Information Technologies,  Inc., a Delaware corporation doing business
          as Siti-Sites.com ("SITI"),  SITI-II, Inc., a Delaware corporation and
          a  wholly-owned   subsidiary  of  SITI,   Tropia,   Inc.,  a  Delaware
          corporation  ("TROPIA"),  Red  Hat  Productions,   Inc.,  a  New  York
          corporation ("RED HAT"), and the individuals  named therein,  SITI-II,
          Inc. merged with and into Tropia (the "MERGER"), effective on the date
          of filing of this Certificate with the Secretary of State of the State
          of Delaware (the "EFFECTIVE DATE").

     2.   SITI-II  is a  business  corporation  incorporated  in  the  State  of
          Delaware.

     3.   Tropia  is  a  business  corporation  incorporated  in  the  State  of
          Delaware.

     4.   The Merger Agreement has been approved, adopted,  certified,  executed
          and  acknowledged  by each of SITI-II,  Tropia and SITI in  accordance
          with  Section  251 of the  General  Corporation  Law of the  State  of
          Delaware.

     5.   Tropia shall be the surviving corporation from and after the Effective
          Date of the Merger.

     6.   The corporate  name of Tropia shall remain  unchanged and shall be the
          corporate name of the surviving corporation.

     7.   The  Certificate  of  Incorporation  of  Tropia  as in  effect  on the
          Effective Date shall become the  Certificate of  Incorporation  of the
          surviving corporation.




     8.   The executed Merger Agreement is on file at an office of the surviving
          corporation  and may be obtained or viewed by  contacting  Jon Gerber,
          Executive Vice President, at P.O. Box 1006, New York, New York 10268.

     9.   A copy of the Merger  Agreement  will be  furnished  by the  surviving
          corporation,  on request  and  without  cost,  to any  stockholder  of
          SITI-II or Tropia.

     IN WITNESS  WHEREOF,  the  undersigned  has caused this  Certificate  to be
signed and sealed by its duly  authorized  representative  as of the 23rd day of
June, 1999.

                                   TROPIA, INC.


                                   By:_________________________
                                   Name:
                                   Title: