CERTIFICATE OF MERGER

                                       OF

                            DELEEUW ASSOCIATES, INC.
                            A NEW JERSEY CORPORATION

                                       AND

                             DELEEUW CONVERSION LLC
                      A DELAWARE LIMITED LIABILITY COMPANY


It is hereby certified that:

      1. The constituent  business  entities  participating in the merger herein
certified are:

            (i) DeLeeuw  Associates,  Inc., which is a corporation  incorporated
under the laws of the State of New Jersey; and

            (ii) DeLeeuw  Conversion LLC, which is a limited  liability  company
organized under the laws of the State of Delaware.

      2. A Plan and Agreement of Merger and  Reorganization  has been  approved,
adopted,  certified,  executed,  and  acknowledged  by  each  of  the  aforesaid
constituent  entities in accordance  with the  provisions  of subsection  (b) of
Section 18-209 of the Delaware Limited Liability Company Act, to wit, by DeLeeuw
Associates,  Inc. in accordance with the laws of the State of its  incorporation
and by DeLeeuw  Conversion LLC in the same manner as is provided in the Delaware
Limited Liability Company Act.

      3. The name of the  surviving  limited  liability  company  in the  merger
herein certified is DeLeeuw Conversion LLC, which will continue its existence as
said  surviving  limited  liability  company  under  its  present  name upon the
effective date of said merger pursuant to the provisions of the Delaware Limited
Liability Company Act.

      4. The Certificate of Formation of DeLeeuw Conversion LLC, as now in force
and effect,  shall continue to be the Certificate of Formation of said surviving
limited  liability  company until amended and changed pursuant to the provisions
of the Delaware Limited Liability Company Act.

      5. The executed  Plan and Agreement of Merger and  Reorganization  between
the aforesaid constituent business entities is on file at the principal place of
business of the aforesaid  surviving limited liability  company,  the address of
which is as follows:


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      DeLeeuw Conversion LLC
      c/o Conversion Services International, Inc.
      100 Eagle Rock Avenue
      East Hanover, NJ 07936


      6. A copy of the aforesaid Plan and Agreement of Merger and Reorganization
will be furnished by the  aforesaid  surviving  limited  liability  company,  on
request, and without cost, to any stockholder of DeLeeuw Associates, Inc. or any
member of DeLeeuw Conversion LLC.


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      This Certificate of Merger is executed on this 27th day of February, 2004.


                                    DELEEUW CONVERSION LLC

                                    By: /s/ Scott Newman
                                        ---------------------
                                        Scott Newman
                                        Sole Manager



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