CERTIFICATE OF MERGER

                                       of

                               MERCURY SEVEN, INC.

                                      Into

                                  X-CEED, 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, 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, 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, Inc. setting forth the name is to be changed to Xceed
              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 100 shares of Common 
Stock, no par value per share.

     IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of 
January, 1999.

                                       X-CEED, INC.
                                       Surviving Corporation

                                       By: /s/ Werner Haase
                                           Werner Haase, Chief Executive Officer





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