CERTIFICATE OF MERGER
                               OF
                      SCAC HOLDINGS CORP.
                      a Nevada corporation
                                   and
                    EDGAR-GARSIDE CO., INC.
                      a Nevada corporation



     The undersigned corporations, SCAC HOLDINGS CORP.,  a Nevada corporation
("SCAC"),  and  EDGAR-GARSIDE CO., INC., a Nevada  corporation  ("EGCI"),  do
hereby certify:

     1.   SCAC is a corporation duly organized and validly existing under the
laws of the State of Nevada.  Articles of Incorporation were originally filed
on November 13, 1986.

     2.            EGCI  is a corporation duly organized and validly existing
under  the  laws  of  the  State of Nevada.  Articles of  Incorporation  were
originally filed on March 31, 1987.

     3.    SCAC  and  EGCI  are  parties to a Merger Agreement,  as  amended,
pursuant to which EGCI will be merged with and into SCAC.  Upon completion of
the merger SCAC will be the surviving corporation in the merger and EGCI will
be dissolved.  Pursuant to the Merger Agreement the stockholders of EGCI will
receive stock in SCAC.

     4.    The Articles of Incorporation and Bylaws of SCAC as existing prior
to  the  effective  date of the merger shall continue in full  force  as  the
Articles of Incorporation and Bylaws of the surviving corporation.

     5.    The  complete executed Agreement and Plan of Merger  dated  as  of
April  3, 2000, which sets forth the plan of merger providing for the  merger
of EGCI with and into SCAC is on file at the corporate offices of SCAC.

     6.   A copy of the Merger Agreement will be furnished by SCAC on request
and  without cost to any stockholder of any corporation which is a  party  to
the merger.

     7.    The  plan  of  merger as set forth in the Agreement  and  Plan  of
Merger, has been approved by a majority of the Board of Directors of EGCI  at
a meeting held April 3, 2000.

     8.            EGCI   has  1,117,500  shares  of  common  stock   issued,
outstanding  and  entitled  to  vote on the merger.   At  a  meeting  of  the
Shareholders of EGCI held April 3, 2000 all 1,117,500 shares voted  in  favor
of the merger.



     9.          The plan of merger as set forth in the Agreement and Plan of
Merger,  was approved by a majority of the Board of Directors of  SCAC  at  a
meeting held April 3, 2000.

     10.   Stockholder approval of the Agreement and Plan of  Merger  by  the
Stockholders of PRTE is not required pursuant to NRS 92A.130(1).

     11.  The manner in which the exchange of issued shares of SCAC shall  be
affected is set forth in the Agreement and Plan of Merger.

     IN  WITNESS  WHEREOF, the undersigned have executed this Certificate  of
Merger this 3rd day of April, 2000.


EDGAR-GARSIDE CO., INC.                      SCAC HOLDINGS CORP.
a Nevada Corporation                         a Nevada Corporation


By/s/Connie Ross                            By/s/ Jocelyn Carnegis
    CONNIE S. ROSS, President                    JOCELYN CARNEGIE, President


By/s/ Connie Ross                          By/s/ Nicholas Mcilwraith
    CONNIE S. ROSS, Secretary                DR. NICHOLAS McILWRAITH Secretary



STATE OF MISSISSIPPI)
                    )  SS:
COUNTY OF JACKSON   )

     On 4-3-00 before me, a Notary Public, personally appeared CONNIE S.
ROSS who is the President and Secretary of EDGAR-GARSIDE CO., INC.,  and  who
is  personally  known  to me (or proved to me on the  basis  of  satisfactory
evidence)  to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacities
and  that, by his signatures on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.

     WITNESS my hand and official seal.

                              /s/ Judith Ann Kovacevich
                              ________________________________
                              Notary Public


STATE OF UK         )
                    )  SS:
COUNTY OF PSRTHSH Rd)

     On 4-3-00 before me, a Notary Public, personally appeared  JOCELYN
CARNEGIE  who is the President of SCAC HOLDINGS CORP.  and who is  personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged  to
me  that he executed the same in his authorized capacities and that,  by  his
signatures on the instrument, the person or the entity upon behalf  of  which
the person acted, executed the instrument.

     WITNESS my hand and official seal.

                              /s/ James Clarke Andrews
                              ________________________________
                              Notary Public


Great Britain       )
                    )  SS:
London, England     )

     On 4-3-00 before  me, a Notary Public,  personally  appeared  DR.
NICHOLAS  McLLWRAITH who is the Secretary of SCAC HOLDINGS CORP. and  who  is
personally  known  to  me  (or  proved to me on  the  basis  of  satisfactory
evidence)  to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacities
and  that, by his signatures on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.

     WITNESS my hand and official seal.

                              /s/ Larry Taite
                              ________________________________
                              Notary Public