CERTIFICATE OF MERGER

                                       of

                                   RESET, INC.

                                      Into

                                   XCEED 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 Xceed Inc.; its state of
incorporation is Delaware.

     SECOND: The name of the Non-Surviving corporation is Reset, 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:  The  Certificate  of  Incorporation  of  Xceed  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 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.

                                       XCEED INC.
                                       Surviving Corporation

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





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