CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                 E Z DATA, INC.
                                      INTO
                              EZ DATA SYSTEMS, INC.

     E Z Data, Inc., a corporation  organized and existing under the laws of the
State of New Hampshire,

     DOES HEREBY CERTIFY:

     FIRST: That this Corporation was incorporated on January 11, 1978, pursuant
to the  laws  of the  State  of New  Hampshire,  which  permit  a New  Hampshire
corporation to merge with a corporation of another jurisdiction.

     SECOND: That this Corporation owns all of the outstanding shares of capital
stock of EZ Data  Systems,  Inc., a corporation  incorporated  on July 16, 1982,
pursuant to the General Corporation Law of the State of Delaware.

     THIRD: That this Corporation,  by the votes annexed hereto as Exhibit A and
duly adopted by its Board of  Directors at a special  meeting held on August 19,
1982, determined to merge itself into said EZ Data Systems, Inc.

     FOURTH:  That the merger has been  approved by the holders of a majority of
the outstanding stock of this Corporation  entitled to vote thereon at a meeting
thereof duly called and held on September 17, 1982, and after 20 days' notice of
the purpose of the meeting mailed to each shareholder of this Corporation at his
address as it appears on the records of this Corporation.

     IN WITNESS  WHEREOF,  said E Z Data, Inc. has caused this certificate to be
signed by James E. Cook, its President,  and attested by Robert A. Shaines,  its
Secretary, this 17th day of September, 1982.

                                           E Z DATA, INC.


                                           By___________________________________
                                              James E. Cook, President

ATTEST:

By_________________________________
     Robert A. Shaines, Secretary


<PAGE>

                                    EXHIBIT A

                                 E Z DATA, INC.
                Votes Adopted at the Special Meeting of the Board
                        Directors held on August 19, 1982

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VOTED:            That the  Corporation be merged into EZ Data Systems,  Inc., a
                  Delaware  corporation,  and a  wholly-owned  subsidiary of the
                  Corporation,  under and according to the provisions of Section
                  253 of the  General  Corporation  Law of the State of Delaware
                  and the provisions of Section 78 of the New Hampshire Business
                  Corporation Act.

VOTED:            That  the  Plan  of  Merger  of E Z  Data,  Inc.  into EZ Data
                  Systems,  Inc.  (the  "Plan  of  Merger"),   which  is  hereby
                  incorporated in this vote by reference and made a part hereof,
                  in the form  presented  to the  meeting  be, and it hereby is,
                  approved.

VOTED:            That this Board of Directors,  believing the same to be in the
                  best interests of the Corporation and its  shareholders,  does
                  hereby  recommend  that the  shareholders  of the  Corporation
                  approve the Plan of Merger.


                                 PLAN OF MERGER
                                       OF
                                 E Z DATA, INC.
                                      INTO
                                 EZ DATA SYSTEMS

     Section 1. Merger; Surviving Corporation

     E Z Data, Inc., a New Hampshire corporation ("EZNE"),  shall merge with and
into EZ Data Systems,  Inc., a Delaware  corporation  ("EZDEL") and wholly-owned
subsidiary of EZNH,  pursuant to Section 253 of the General  Corporation  Law of
the State of Delaware and Section 78 of the New Hampshire  Business  Corporation
Act (the "NHCA").  EZDEL shall be the surviving corporation in the merger and is
sometimes hereinafter referred to as the Surviving Corporation.

     Section 2. Effectiveness of the Merger

     As soon as practicable  after the approval of this Plan by the shareholders
of EXNH,  Articles of Merger shall be prepared  and filed with the  Secretary of
State of New  Hampshire  and a  Certificate  of  Ownership  and Merger  shall be
prepared and filed with the  Secretary  of State of  Delaware.  The merger shall
become  effective  upon  the  filing  of said  Articles  and  said  Certificate,
whichever shall last occur (the "Effective  Time").  The merger,  from and after
the Effective Time, shall have all the effects  provided by applicable  Delaware
and New Hampshire law.

     Section 3. Certificate of Incorporation, By-Laws, Directors, Officers

              a.  The  Certificate  of  Incorporation  of  EZDEL  as  in  effect
immediately   prior  to  the  Effective   Time  shall  be  the   Certificate  of
Incorporation of the Surviving Corporation.

              b. The  by-laws  of EZDEL as in  effect  immediately  prior to the
Effective Time shall be the by-laws of the Surviving Corporation.

              c. The  persons  who shall  serve as  directors  of the  Surviving
Corporation until
their successors are elected and qualified are as follows:

              James E. Cook
              Peter B. Garsoe
              James E. Lambert
              Robert A. Shaines
              Harold S. Stone

              d. The  persons  who  shall  serve as  officers  of the  Surviving
Corporation until their successors are elected and qualified are as follows:

              Chairman of the Board                     James E. Cook
              President                                 James E. Cook
              Treasurer                                 James E. Lambert
              Vice President of Finance and
              Administration                            James E. Lambert
              Vice President of Marketing               R. Gregory Wing
              Vice President of Engineering             G. Venkatesh
              Secretary                                 Robert A. Shaines
              Assistant Secretary                       James E. Lamberg

     Section 4. Manner and Basis of Converting Shares

              a. At the Effective  Time,  (i) each share of common stock without
par value of EZNH ("EZNH Common  Stock")  outstanding  immediately  prior to the
Effective  Time  (other  than  shares of EZNH  Common  Stock in respect of which
dissenters'  rights shall  properly have been  exercised in accordance  with the
NHCA) shall be virtue of the merger and without further action be converted into
and shall  become  5,000 shares of the common  stock,  $.01 par value,  of EZDEL
("EZDEL Common Stock"),  and any fraction of a share of EZDEL Common Stock which
would  otherwise be issuable to any stockholder  after such conversion  shall be
increased to one whole share of EZDEL Common Stock, and (ii) each share of EZDEL
Common Stock  outstanding  immediately prior to the Effective Time, all of which
are held by EZNH,  shall, by virtue of the merger and without further action, be
cancelled and extinguished.

              b.  At the  Effective  Time,  each  share  of  EZNH  Common  Stock
authorized but unissued immediately prior to the Effective Time shall, by virtue
of the merger and without further action, be cancelled and extinguished.

              c. Each outstanding option to purchase shares of EZNH Common Stock
(an "Old Option")  shall be converted  into an option to purchase that number of
shares of EZDEL  Common  Stock equal to the number of shares  covered by the Old
Option multiplied by 5,000, at a per share exercise price equal to the per share
exercise price of the Old Option divided by 5,000.

              d.  After  the  Effective  Time,  each  holder  of an  outstanding
certificate  representing shares of EZNH Common Stock (other than shares of EZNH
Common Stock in respect of which  dissenters'  rights shall  properly  have been
exercised in accordance  with the NHCA) shall  surrender the same to EZDEL,  and
each such holder  shall be entitled  upon such  surrender to receive in exchange
stock  certificate(s)  representing  the number of shares of EZDEL  Common Stock
into  which  shares  of  EZNH  Common  Stock  have  been  converted.   Until  so
surrendered,  certificate(s)  purporting  to represent  such  previously  issued
shares of EZNH Common  Stock  shall be deemed and  treated  for all  purposes as
representing  the shares of EZDEL  Common  Stock into which such  shares of EZNH
haveen  converted.  No cash  or  stock  dividend  payable,k  and no  certificate
representing  split shares  deliverable in the event that any such split shal be
declared,  to holders of record of EZDEL  Common  Stock as of any date after the
Effective Time shall be paid or delivered to the holder of any certificate which
before the Effective Time represented  EZNH Common Stock,  unless and until such
certificate  is surrendered  as  hereinabove  provided,  but upon such surrender
there  shall be paid or  delivered  to the  registered  holder  of record of the
certificate  for EZDEL Common Stock issued in exchange  therefore  the amount of
any such cash dividend or a certificate  for the whole number of shares of EZDEL
Common Stock  resulting from any such stock dividend or split (without  interest
thereon) which shall have theretofore become payable or deliverable with respect
to such EZDEL  Common  Stock.  The holders of record of EZDEL  Common  Stock for
which shares of EZNH Common Stock have been  exchanged,  who have not physically
surrendered the certificate representing such shares of EZNH Common Stock, shall
not be entitled to exercise any rights to vote with respect to such shares until
such  certificate is surrendered  as hereinabove  provided.  All shares of EZDEL
Common Stock into which  shares of EZNH Common  Stock shall have been  converted
pursuant to this Plan shall be deemed to have been  issued in full  satisfaction
of all rights  pertaining  to such  converted  shares.  When the merger  becomes
effective,   the  holders  of  certificates   representing   EZNH  Common  Stock
outstanding  prior to the  Effective  Time shall  cease to have any rights  with
respect to such stock and their sole rights  shall be with  respect to the EZDEL
Common Stock into which their shares of EZNH Common Stock are to be converted by
the merger.  Upon the Effective  Time, the stock transfer books of EZNH shall be
closed and no transfer of shares of EZNH Common  Stock  outstanding  immediately
prior to the Effective Time shall thereafter be made or consummated.

     Section 5. Signing Authority

     If at any time after the  Effective  Time the Surviving  Corporation  shall
consider it to be advisable that any further conveyances, agreements, documents,
instruments and assurances of law or any other things are necessary or desirable
to vest,  perfect,  confirm or record in the Surviving  Corporation the title to
any property, rights, assets, privileges,  immunities,  powers and franchises of
ezne or otherwise to carry out the provisions of this Plan, the proper directors
and  officers  of EZNH  last in  office  shall  execute  and  deliver,  upon the
Surviving  Corporation's  request,  any and all proper conveyances,  agreements,
documents,  instruments  and  assurances of law, and do all things  necessary or
proper to vest,  perfect  or confirm  title to such  property,  rights,  assets,
privileges,  immunities, powers and franchises in the Surviving Corporation, and
otherwise to carry out the provisions of this Plan, and the proper directors and
officers of the Surviving  Corporation are fully  authorized in the name of EZNH
or otherwise to take any and all such action.

     Section 6. Termination

     This Plan may be  terminated  and the  merger  contemplated  herein  may be
abandoned  at any  time  before  the  Effective  Time by vote  of the  Board  of
Directors  of EZNH,  regardless  of  whether  or not this Plan  shall  have been
approved by the shareholders of EZNH.