CERTIFICATE OF MERGER

                                       of

                               MERCURY SEVEN, INC.

                                      Into

                               X-CEED MERGER INC.


                        Pursuant to Section 251(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 Merger
Inc.; its state of incorporation is Delaware.

                  SECOND:  The name of the Non-Surviving  corporation is Mercury
Seven, Inc.; its state of incorporation is Delaware.

                  THIRD:  An  Agreement  of Merger has been  approved,  adopted,
certified,   executed  and  acknowledged  by  each  constituent  corporation  in
accordance with Section 251 of the State of Delaware General Corporation Law.

                  FOURTH: (a) The Certificate of Incorporation of X-ceed Merger
Inc. shall be the Certificate of Incorporation of the Surviving corporation.

                          (b) The amendment in the Certificate of  Incorporation
of the Surviving Corporation that is to be effected by this Merger is as 
follows:

                           Paragraph FIRST of the  Certificate of  Incorporation
                           of X-ceed Merger Inc. setting forth the name is to be
                           changed to Mercury Seven, Inc.

                  FIFTH:  The  executed  Agreement  of  Merger is on file at the
principal  place of business of the Surviving  corporation;  the address of said
principal place of business is as follows:

                               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  Delaware is
3,000,000 shares of Common Stock, $.01 par value per share.

                  IN WITNESS  WHEREOF,  this Certificate is hereby executed this
9th day of September, 1998.

                                              X-CEED MERGER INC.
                                              Surviving Corporation

                                              By: /s/ Werner Haase
                                                  Werner Haase, President




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