CERTIFICATE OF MERGER
                            Pursuant to Section 251 of the
                           Delaware General Corporation Law


                    The undersigned corporation organized and existing
          under and by virtue of the Delaware General Corporation Law (the
          "GCL"), DOES HEREBY CERTIFY:

                    1.   The name and state of incorporation of each of the
          constituent corporations (the "Constituent Corporations") to the
          merger (the "Merger") is as follows: Dynamic Dental Systems,
          Inc., a Delaware corporation, and DDS Acquisition Corporation, a
          Delaware corporation.

                    2.   An Agreement and Plan of Merger, dated as of April
          30, 1998, among the Constituent Corporations and other parties
          thereto has been approved, adopted, certified, executed and
          acknowledged by each of the Constituent Corporations in
          accordance with Section 251 of the GCL.

                    3.   The name of the surviving corporation of the
          Merger is Dynamic Dental Systems, Inc. (the "Surviving
          Corporation").

                    4.   The Certificate of Incorporation of the Surviving
          Corporation shall be its Certificate of Incorporation.

                    5.   The executed Agreement and Plan of Merger is on
          file at the principal place of business of the Surviving
          Corporation.  The address of the principal place of business of
          the Surviving Corporation is 427 Green Street, N.W., Gainesville,
          Georgia 30501.

                    6.   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 either Constituent Corporation.

                    IN WITNESS WHEREOF, this Certificate of Merger has been
          executed by Henry J. Rhodes, President of Dynamic Dental Systems,
          Inc. as of this 30th day of April, 1998.

                                             DYNAMIC DENTAL SYSTEMS, INC.


                                             BY:   /s/ Henry J. Rhodes
                                                --------------------------
                                                  Henry J. Rhodes
                                                  President