CERTIFICATE OF MERGER

                                       of

                           ZABIT AND ASSOCIATES, 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 Zabit and
Associates, Inc.; its state of incorporation is California.

                  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.

                  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 California is
100,000,000 shares of Common Stock, no par value.





                  IN WITNESS  WHEREOF,  this Certificate is hereby executed this
15th day of September, 1998.

                                               X-CEED, INC.
                                               Surviving Corporation

                                               By: /s/ Werner Haase
                                                   Werner Haase, President





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