CERTIFICATE OF MERGER

                                       of

                          WATER-JEL TECHNOLOGIES, INC.

                                      Into

                                  X-CEED, INC.


                        Pursuant to Section 252(c) of the
                    State of Delaware General Corporation Law


                  The undersigned, being the Surviving corporation,  hereby sets
forth as follows:

     FIRST: The name of the Surviving  corporation is X-ceed, Inc.; its state of
incorporation is Delaware.

     SECOND:   The  name  of  the   Non-Surviving   corporation   is   Water-Jel
Technologies, Inc.; its state of incorporation is New York.

     THIRD:  An  Agreement  of Merger  has been  approved,  adopted,  certified,
executed and  acknowledged  by each  constituent  corporation in accordance with
Section 252(c) of the State of Delaware General Corporation Law.

     FOURTH:  The  Certificate  of  Incorporation  of X-ceed,  Inc. shall be the
Certificate of Incorporation of the Surviving corporation.
                  
                               488 Madison Avenue
                            New York, New York 10022

     SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving
corporation,  on request and without cost, to any stockholder of any constituent
corporation.

                  SEVENTH:  The  authorized  capital stock of the  Non-Surviving
corporation  which is  incorporated  under  the laws of the State of New York is
12,500,000  shares of Common Stock, $.08 par value per share, and 125,000 shares
of Preferred Stock, $.08 par value per share.





                  IN WITNESS  WHEREOF,  this Certificate is hereby executed this
20th day of February, 1998.

                                       X-CEED, INC.
                                       Surviving Corporation

                                       By:  /s/  Werner Haase
                                           Werner Haase, President






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