Exhibit 3.7

	PLAN OF MERGER

	OF

	C.W.P.W., INC.
	(a Michigan Corporation)

	into

	NOODLE KIDOODLE, INC.
	(a Delaware Corporation)


		PLAN OF MERGER adopted by C.W.P.W., Inc., a business 
corporation organized under the laws of the State of Michigan, by 
resolution of its Board of Directors on  January 9, 1997, and 
adopted by Noodle Kidoodle, Inc., a business corporation organized 
under the laws of the State of Delaware, by resolution of its Board 
of Directors on November 26, 1996.  The names of the corporations 
planning to merge are C.W.P.W., Inc., a business corporation 
organized under the laws of the State of Michigan, and Noodle 
Kidoodle, Inc., a business corporation organized under the laws of 
the State of Delaware.  The name of the surviving corporation into 
which C.W.P.W., Inc., plans to merge is Noodle Kidoodle, Inc.


		1.	C.W.P.W., Inc., is a wholly owned subsidiary of Noodle 
Kidoodle, Inc.

		2.	C.W.P.W., Inc., shall, pursuant to the provisions of 
the Business Corporation Act of the State of Michigan and the 
provisions of the laws of the State of Delaware, be merged with and 
into Noodle Kidoodle, Inc., which shall be the surviving corporation 
on the effective date of the merger and which is sometimes 
hereinafter referred to as the "surviving corporation", and which 
shall continue to exist as said surviving corporation under its 
present name pursuant to the provisions of the laws of the State of 
Delaware.  The separate existence of C.W.P.W., Inc., which is 
sometimes hereinafter referred to as the "non-surviving 
corporation", shall cease on the effective date of the merger in 
accordance with the provisions of the Business Corporation Act of 
the State of Michigan.

		3.	The certificate of incorporation of the surviving 
corporation on the effective date of the merger in the State of 
Delaware will be the certificate of incorporation of said surviving 
corporation and said certificate of incorporation shall continue in 
full force and effect until amended and changed in the manner 
prescribed by the provisions of the laws of the State of Delaware.

		4.	The bylaws of the surviving corporation on the 
effective date of the merger in the State of Delaware will be the 
bylaws of said surviving corporation and will continue in full force 
and effect until changed, altered, or amended as therein provided 
and in the manner prescribed by the provisions of the laws of the 
State of Delaware.  

		5.	The directors and officers in office of the surviving 
corporation on the effective date of the merger in the State of 
Delaware shall be the directors and officers of the surviving 
corporation, all of whom shall hold their directorships and offices 
until the election and qualification of their respective successors 
or until their tenure is otherwise terminated in accordance with the 
bylaws of the surviving corporation.

		6.	Each issued share of the non-surviving corporation 
shall, on the effective date of the merger, be cancelled.  The 
issued shares of the surviving corporation shall not be converted or 
exchanged in any manner, but each said share which is issued at the 
effective date of the merger shall continue to represent one issued 
share of the surviving corporation.

		7.	All of the obligations under existing leases of the 
non-surviving corporation shall, on the date of the merger, be 
assumed by the surviving corporation.

		8.	All obligations of the non-surviving corporation which 
had been guarantied by the surviving corporation shall, on the date 
of the merger, become the primary obligations of the surviving 
corporation.

		9.	Upon the effectiveness of the merger, all of the 
estate, property, rights, privileges, powers and franchises of 
C.W.P.W., Inc., and all of its property, real, personal and mixed, 
and all the debts due on whatever account to C.W.P.W., Inc., as well 
as all stock subscriptions and other choses in action belonging to 
C.W.P.W., Inc., shall be transferred to and vested in the surviving 
corporation; and all claims, demands, property and other interests 
shall be the property of the surviving corporation.  The merger 
shall have all the effects provided by Section 259 of the Delaware 
General Corporation Law and Section 450.1724 of the Business 
Corporation Act of the State of Michigan.

		10.	The Plan of Merger herein made and approved shall be 
submitted to the shareholders of the non-surviving corporation for 
their approval or rejection in the manner prescribed by the 
provisions of the Business Corporation Act of the State of Michigan, 
and the merger of the non-surviving corporation with and into the 
surviving corporation shall be authorized in the manner prescribed 
by the laws of the State of Delaware.
	
		11.	In the event that the Plan of Merger shall have been 
approved by the shareholders entitled to vote of the non-surviving 
corporation in the manner prescribed by the provisions of the 
Business Corporation Act of the State of Michigan, and in the event 
that the merger of the non-surviving corporation with and into the 
surviving corporation shall have been duly authorized in compliance 
with the laws of the State of Delaware, the non-surviving 
corporation and the surviving corporation hereby stipulate that they 
will cause to be executed and filed and/or recorded any document or 
documents prescribed by the laws of the State of Michigan and of the 
State of Delaware, and that they will cause to be performed all 
necessary acts therein and elsewhere to effectuate the merger.
		
		12.	The Board of Directors and the proper officers of the 
non-surviving corporation and of the surviving corporation, 
respectively, are hereby authorized, empowered, and directed to do 
any and all acts and things, and to make, execute, deliver, file, 
and/or record any and all instruments, papers, and documents which 
shall be or become necessary, proper, or convenient to carry out or 
put into effect any of the provisions of this Plan of Merger or of 
the merger herein provided for.

		13.	The effective date of the merger herein provided for 
shall be January 31, 1997.

 

(..continued)



 

 

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