EXHIBIT 2.2
                                   -----------

                              CERTIFICATE OF MERGER
                                       OF
             LITTLE PRINCE PRODUCTIONS, LTD., A NEW YORK CORPORATION
                                      INTO
                ATLANTIC INDUSTRIES, INC, A COLORADO CORPORATION

                UNDER SECTION 907 OF THE BUSINESS CORPORATION LAW

         We,  the  undersigned,  Adrian P.  Kirby and  Peter N.  Chapman,  being
respectively the President,  Chief Executive  Officer and Chairman of the Board,
and the Secretary of Little Prince  Productions,  Ltd.,  and Adrian P. Kirby and
Peter N. Chapman, being respectively the President,  Chief Executive Officer and
Chairman of the Board,  and the Secretary of Atlantic  Industries,  Inc.  hereby
certify:

         1.       (a)      The  name  of  each  constituent  corporation  is  as
                  follows:

                  Little Prince Productions, Ltd., a New York corporation.

                  (b)      The name of the surviving corporation is:

                  Atlantic Industries, Inc., a Colorado corporation.

                  2. As to each  constituent  corporation,  the  designation and
number of  outstanding  shares of each class and  series  and the voting  rights
thereof are as follows:

                       Designation and
                       Number of Shares     Class or Series   Shares Entitled to
       Name of         in Each Class or        of Shares           Vote as
     Corporation      Series Outstanding   Entitled to Vote   a Class or Series
     -----------      ------------------   ----------------   -----------------
Little Prince         24,999,236 shares,      Common Stock         24,999,236
Productions, Ltd.     $.01 par value per
                      share

Atlantic Industries,  100 shares, $.01 par    Common Stock             100
Inc.                  value per share

         3.       The merger was adopted by Little Prince  Productions,  Ltd. by
the affirmative vote of at least two thirds of the issued and outstanding shares
entitled to vote thereon.
<PAGE>
         4.       The merger is  permitted  by the laws of the  jurisdiction  of
each  constituent  foreign  corporation  and is in  compliance  therewith.  Each
constituent foreign corporation has complied as follows:

         Atlantic Industries,  Inc. has complied with the applicable  provisions
of the laws of the State of Colorado  under which it is  incorporated,  and this
merger is permitted by such laws.

         5.       The  surviving co rporation  is Atlantic  Industries,  Inc., a
corporation of the State of Colorado,  incorporated  on the 31st day of January,
1996, and which is currently not authorized to conduct  business in New York and
will not conduct any  business in New York until an  application  for  authority
shall have been filed with the New York Department of State.

         6.       The date  when the  Certificate  of  Incorporation  of  Little
Prince Productions, Ltd. was filed by the Department of State was the 3rd day of
April, 1980.

         7.       Atlantic  Industries,  Inc.  agrees that it may be served with
process  in the State of New York in any action or  special  proceeding  for the
enforcement  of any  liability or  obligation  of any  constituent  corporation,
previously  amenable to suit in the State of New York,  and for the  enforcement
under  the  Business  Corporation  Law,  of the  right  of  shareholders  of any
constituent domestic corporation to receive payment for their shares against the
surviving  corporation;  and it designates the Secretary of State of New York as
its agent upon whom  process may be served in the manner set forth in  paragraph
(b) of section  306 of the  Business  Corporation  Law, in any action or special
proceeding. The post office address to which the Secretary of State shall mail a
copy of any  process  against it served upon him is c/o CT  Corporation  System,
1633 Broadway, New York, NY 10019.

         Such post office address shall  supersede any prior address  designated
as the address to which process shall be mailed.

         8.      Atlantic   Industries,   Inc.  agrees  that,  subject  to  the
provision of Section 623 of the Business  Corporation  Law, it will promptly pay
to the shareholders of each constituent New York corporation the amount, if any,
to which they shall be entitled under the provisions of the Business Corporation
Law, relating to the right of shareholders to receive payment for their shares.

         9.       The  merger  shall  be  effective  upon  the  filing  of  this
Certificate of Merger.
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<PAGE>
         IN WITNESS WHEREOF,  we have signed this certificate on the 29th day of
March,  1996 and we  affirm  the  statements  contained  therein  as true  under
penalties of perjury.
                                        LITTLE PRINCE PRODUCTIONS, LTD.


                                         /s/ Adrian P. Kirby
                                        ----------------------------------------
                                        By:  Adrian P. Kirby
                                        Its: President, Chief Executive Officer
                                                  and Chairman of the Board
     

                                         /s/ Peter N. Chapman
                                        ----------------------------------------
                                        By:  Peter N. Chapman
                                        Its: Secretary


                                        ATLANTIC INDUSTRIES, INC.


                                         /s/ Adrian P. Kirby
                                        ----------------------------------------
                                        By:  Adrian P. Kirby
                                        Its: President, Chief Executive Officer
                                             and Chairman of the Board
     

                                         /s/ Peter N. Chapman
                                        ----------------------------------------
                                        By:  Peter N. Chapman
                                        Its: Secretary
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