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                                     EXHIBIT

                              ITEM 14. (a)(3) 3(e)



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                                                                          PAGE 1
                                State of Delaware
                        Office of the Secretary of State

                         ------------------------------


              I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF MERGER, WHICH MERGES:
              "TELMARK INC.", A NEW YORK CORPORATION,
              WITH AND INTO  "TELMARK  LLC" UNDER THE NAME OF "TELMARK  LLC",  A
LIMITED  LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
DELAWARE,  AS RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF JUNE,  A.D.
1998, AT 4 O'CLOCK P.M.
              AND I DO HEREBY  FURTHER  CERTIFY THAT THE  EFFECTIVE  DATE OF THE
AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JULY, A.D. 1998.



















                      (secretary's office)
                           (seal)            /S/EDWARD J. FREEL
                         (Delaware)          -----------------------------------
                                             Edward J. Freel, Secretary of State

2913139 8100M                                AUTHENTICATION:           9172559
981255676                                    DATE:                     06-30-98



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                              CERTIFICATE OF MERGER
                                       OF
                                  TELMARK INC.
                                      INTO
                                   TELMARK LLC

         The undersigned limited liability company formed and existing under and
by virtue of the Delaware Limited Liability Company Act, 6 Del.C.  ss.18-101, et
seq. (the "Act")

                              DOES HEREBY CERTIFY:

         FIRST:  The name and  jurisdiction of formation or organization of each
of the constituent entities which is to merge are as follows:

                                                       Jurisdiction of
         Name                                          Formation or Organization
         ----                                          -------------------------

         Telmark Inc.                                                  New York
         Telmark LLC                                                   Delaware

         SECOND:  An Agreement  and Plan of Merger has been  approved,  adopted,
certified,  executed  and  acknowledged  in  accordance  with  Section  904-a of
Business Corporation Law of the State of New York and in accordance with Section
18-209 of the Act by (i) Telmark Inc. and (ii) Telmark LLC.

         THIRD: The name of the surviving  Delaware limited liability company is
Telmark LLC.

         FOURTH:  The merger of Telmark Inc. into Telmark LLC shall be effective
at 12:01 a.m. Eastern Daylight Savings Time on July 1, 1998.

         FIFTH:  The  executed  Agreement  and Plan of  Merger is on file at the
principal  place of business of the surviving  limited  liability  company.  The
address of the principal  place of business of the surviving  limited  liability
company is 333 Butternut Drive, DeWitt, New York 13214.

         SIXTH:  A copy of the Agreement and Plan of Merger will be furnished by
the surviving  limited  liability  company,  on request and without cost, to any
member of Telmark LLC, and to any person holding an interest in Telmark Inc.

Date: June 29, 1998
                                                    Telmark LLC




                                                    By: /S/DANIEL J. EDINGER
                                                    ----------------------------
                                                    Daniel J. Edinger, President

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                         FILED 4:00 PM 6/30/98
                                                          981255676 - 2913139





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