CERTIFICATE OF MERGER

               Pursuant  to Section 251 of the  General  Corporation  Law of the
State  of  Delaware,   Axion  Inc.,  a  Delaware   corporation  (the  "Surviving
Corporation"),  for the purpose of effecting the merger (the "Merger") of OnCare
Information Inc., a Delaware corporation and the wholly-owned  subsidiary of the
Surviving  Corporation (the "Merged  Corporation"),  with and into the Surviving
Corporation, does hereby certify that:

               FIRST:  The names and states of  incorporation of the constituent
corporations are as follows:

               Axion Inc., a Delaware corporation, and

               OnCare Information Inc., a Delaware corporation.

               SECOND:An  Agreement  and  Plan  of  Merger  has  been  approved,
adopted,  certified,  executed and acknowledged by the Surviving Corporation and
the Merged  Corporation in accordance  with the provisions of Section 251 of the
Delaware General Corporation Law.

        THIRD: The name of the surviving corporation is Axion Inc.

               FOURTH:The   Certificate  of   Incorporation   of  the  Surviving
Corporation,  which shall be the Certificate of  Incorporation  of the surviving
corporation, is hereby amended as follows:

               1. In Article V, Section D,  Subsection (2), add "(a)" before the
                  word "Each" and after the heading "Automatic Conversion."

               2. Add the following text after Article V, Section D, Subsection
                  (2) and before Article V, Section D, Subsection (3):

                         "(b) Each share of Preferred Stock shall  automatically
                         be  converted  into  shares  of  Common  Stock  at  the
                         applicable  Conversion  Price  then in effect  upon the
                         affirmative  vote or written  consent of the holders of
                         at least sixty-six and two-thirds  percent (66-2/3%) of
                         the  Preferred  Stock  then   outstanding,   voting  or
                         consenting  as a  single  class  on an  as-if-converted
                         basis."

               3. Add the following text after Article V, Section C, Subsection
                  (3) and before Article V, Section D:

                         "(4) Waiver.  The holders of the  outstanding  Series A
                         Preferred  Stock,  Series B Preferred  Stock,  Series C
                         Preferred  Stock,  Series D Preferred  Stock,  Series E
                         Preferred  Stock and Series F Preferred Stock can waive
                         any  dividend  preference  that  such  holders  may  be
                         entitled  to  receive  under  this  Section  C upon the
                         affirmative  vote or written  consent of the holders of
                         at least sixty-six and two-thirds  percent (66-2/3%) of
                         the  Preferred  Stock  then   outstanding,   voting  or
                         consenting  as a  single  class  on an  as-if-converted
                         basis."


        FIFTH:  The  executed  Agreement  and Plan of  Merger  is on file at the
principal  place of business of the  Surviving  Corporation  at 395 Oyster Point
Boulevard, Suite 405, South San








Francisco, California 94080.

        SIXTH:  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 the
Merged Corporation or the Surviving Corporation.

               IN WITNESS  WHEREOF,  the Surviving  Corporation  has caused this
certificate  to be signed by Garrett J.  Roper,  its Senior Vice  President  and
Chief Financial Officer, this 21st day of December 1995.

                                 AXION INC.

                                 By:  GARRETT J. ROPER
                                      ----------------------------------------
                                      Garrett J. Roper,
                                      Senior Vice President and Chief Financial
                                      Officer


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