F991129000  626
U.N.I.  -  37

                              CERTIFICATE OF MERGER
                                       OF
                              WAMEX HOLDINGS, INC.
                                       AND
                            THE TREASURE CACHE, INC.
                                      INTO
                            THE TREASURE CACHE, INC.

                            Under Section 804 of the
                            Business Corporation Law


     The undersigned, Richard Simeone and Randy Romano, being, respectively, the
President  and  Secretary  of  The  Treasure  Cache,  Inc.,  a  corporation duly
organized and existing under and by virtue of the laws of the State of New York,
and  existing  under  and  by  virtue  of the laws of the State of New York, and
Mitchell H. Cushing and Russell Chimenti, being, respectively, the President and
Secretary  of  Wamex  Holdings,  Inc.,  a foreign corporation duly organized and
existing  under  and  by  virtue of the laws of the State of Delaware, do hereby
certify  and  set  forth:

     FIRST:  The  name  of  each  constituent  corporation  is  as  follows:

                    The  Treasure  Cache,  Inc.
                     Wamex  Holdings,  Inc.

     SECOND:  The name of the surviving corporation is The Treasure Cache, Inc.,
a  New  York  corporation.

     THIRD:  The designation, number and voting rights of the outstanding shares
of  each  class  and  series  of  the  constituent  corporations are as follows:

           THE  TREASURE  CACHE,  INC.
           Class                    Series                      Number
           -----------------------------------------------------------
           Common              $.0001  par               8,583,302

            WAMEX  HOLDINGS,  INC.
            Class                   Series                      Number
            ----------------------------------------------------------
            Common              $.001  par                1,500




     FOURTH:  The  amendments  or  changes  to  be  made  in  the certificate of
incorporation  of  The  Treasure  Cache,  Inc.  are  as  follows:

     (a)     Paragraph  First  relating to the name of the Corporation is hereby
amended to read:  "FIRST:  The name of this corporation is WAMEX HOLDINGS, INC."

     (b)     Paragraph  Fourth  relating  to  the number of authorized shares is
hereby  amended  to  reach:

          "FOURTH"  The  aggregate  number of shares which the Corporation shall
have  the  authority  to  issue  is Ten Million (10,000,000) with a par value of
$.0012,  immediately  following  a  one  (1) for twelve (12) reverse stock split
which  was  effected  on  November  2,  1999,  reducing the number of issues and
outstanding  shares  from Eight Million Five Hundred Eighty Three Thousand Three
Hundred  Two  (8,583,302)  to  Seven  Hundred  Fifteen  Thousand  Two  Hundred
Seventy-Five  (715,275)".

     FIFTH:  The  effective  date  of  the  merger  is the date of filing of the
certificate  of  merger  by  the  Department  of  State.

     SIXTH:  The  date  when the certificate of incorporation of Treasure Cache,
Inc.  was  filed  by  the  department  of  State is the 14th day of April, 1992.

     SEVENTH:  The  jurisdiction of incorporation of Wamex Holdings, Inc. is the
State of Delaware, and the date of its incorporation is the 6th day of February,
1998.

     EIGHTH:  Said  foreign  corporation  has  not  filed  an  Application  for
Authority  to  do  business  in  the  State  of  New  York.

     NINTH:  The  manner in which the merger was authorized with respect to each
constituent  domestic corporation was a vote of the holders of two thirds of all
outstanding  shares  entitled  to  vote  thereon  at  a meeting of shareholders.

     TENTH:  The  merger  is  permitted  by the laws of the jurisdiction of each
constituent  foreign  corporation  and  is  in  compliance  therewith.




     IN  WITNESS  WHEREOF,  we  hereunto  sign  our  name  and  affirm  that the
statements  made  herein  are  true  under  penalty of perjury, this 19th day of
November,  1999.


THE  TREASURE  CACHE,  INC.

(Name  of  Surviving  Corporation)


/s/  Richard  Simeone
Richard  Simeone,  President


/s/  Randy  Romano
Randy  Romano,  Secretary


WAMEX  HOLDINGS,  INC.

(Name  of  Non-Surviving  Corporation)


/s/  Mitchell  H.  Cushing
Mitchell  H.  Cushing,  President


/s/  Russell  Chimenti
Russell  Chimenti,  Secretary