CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                          SYSTEMS ASSURANCE CORPORATION
                                      INTO
                              UNIDATA SYSTEMS,INC.

                             Pursuant to Section 253
                         of the General Corporation Law
                            of the State of Delaware

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     Unidata Systems, Inc., a Delaware corporation ("Unidata"), hereby certifies
as follows:

     FIRST:  Unidata was incorporated  under the General  Corporation Law of the
State of Delaware (the "General Corporation Law") on July 16, 1982.

     SECOND:  Unidata  owns at least  ninety  percent  (90%) of the  outstanding
shares of Systems Assurance Corporation ("Systems"),  a corporation incorporated
under the General Corporation Law of the State of Delaware on February 23, 1984.

     THIRD: The merger  contemplated by this Certificate of Ownership and Merger
is permitted by Section 253 of the General Corporation Law.

     FOURTH: Unidata, by resolutions of its Board of Directors,  duly adopted by
unanimous  written  consent  dated  February 11,  1984,  which  resolutions  are
attached  hereto as Exhibit 1 and which have not been amended or  rescinded  and
are now in full force and effect,  determined  to and did merge Systems with and
into Unidata.

     IN WITNESS  WHEREOF,  Unidata has caused this  Certificate  to be signed by
Ronald A. Grant,  its  President,  and  attested to by Michael S.  Moroney,  its
Secretary, this 9th day of February, 1984.

                                      UNIDATA, INC.


                                      By:_______________________________________
                                           President
Attest:


By:______________________________
     Secretary



                                    EXHIBIT 1

     WHEREAS, Unidata Systems, Inc., a Delaware corporation ("Unidata"), owns in
excess of ninety  percent  (90%) of the  outstanding  shares of common  stock of
Systems Assurance Corporation, a Delaware corporation ("Systems"),  which common
stock is the only class of stock with shares outstanding; and

     WHEREAS, Unidata wishes to merge Systems into Unidata;

     NOW, THEREFORE, be it:

     RESOLVED that Systems be merged into Unidata pursuant to Section 253 of the
General  Corporation  Law of the State of  Delaware  ("Merger"),  said Merger to
become effective upon the filing of a duly executed and acknowledged Certificate
of Ownership  and Merger with the  Secretary of State of Delaware  (the date and
time of such filing being hereinafter  referred to as the "Effective Time of the
Merger");

     FURTHER  RESOLVED  that the  terms  and  conditions  of the  Merger  are as
follows:

     9. Systems will Merge with and into Unidata;

     10. At the Effective Time of the Merger, Unidata shall become the surviving
corporation (the "Surviving Corporation") and shall acquire all of the assets of
and assume all of the liabilities and obligations, if any, of Systems;

     11.  At the  Effective  Time  of the  Merger,  the  corporate  name  of the
Surviving Corporation shall be changed to Systems Assurance Corporation;

     12. The outstanding shares of common stock of Systems which shall be issued
and outstanding  immediately prior to the Effective Time of the Merger shall, by
virtue of the Merger and without any action on the part of the owner thereof, be
cancelled and cease to exist;

     13. After the Effective  Time of the Merger,  the shares of common stock of
Systems held in the treasury of Systems will be cancelled and cease to exist.

     FURTHER  RESOLVED that at the Effective  Time of the Merger,  the Surviving
Corporation   shall  thereupon  and  thereafter   possess  all  of  the  rights,
privileges,  powers and franchises,  and be subject to all of the  restrictions,
disabilities  and  duties  of  each  of the  constituent  corporations,  and all
property and things in action belonging to each of the constituent  corporations
shall be vested in the Surviving  Corporation  without  further act or deed, and
all debts, liabilities and duties of the respective constituent corporations, if
any,  shall  thenceforth  attach to the Surviving  Corporation  (not pursuant to
contract  but by  operation  of law),  all in the manner and to the full  extent
provided by the General Corporation Law of the State of Delaware.

     FURTHER RESOLVED that as of the Effective Time of the Merger the assets and
liabilities  of Systems shall be taken up or  continued,  as the case may be, on
the  books of the  Surviving  Corporation  and the  surplus  of the  constituent
corporations  which was  available  for the  payment  of  dividends  or of other
distributions to stockholders  immediately prior to the Merger shall continue to
be available to the Surviving  Corporation  for such payments to the same extent
as before the Merger, except as otherwise required by law.

     FURTHER  RESOLVED  that the proper  officers of Unidata be, and they hereby
are,  directed to make,  execute and  acknowledge a Certificate of Ownership and
Merger which sets forth a copy of the  resolutions to merge Systems into Unidata
and the date of the  adoption  thereof,k  to cause the same to be filed with the
Secretary of State of the State of Delaware,  to cause a certified  copy thereof
to be recorded in the Office of the  Recorder of Deeds of New Castle  County and
to do all acts and things  whatsoever,  whether  within or without  the State of
Delaware, which may be in any wise necessary or proper to effect said Merger.

     FURTHER RESOLVED that the proper officers of the Surviving  Corporation be,
and they hereby are,  authorized  and directed to take any action to execute and
deliver any and all letters, certificates,  documents or other writing that such
officer or officers  may deem  necessary,  appropriate  or desirable in order to
assume the  obligations  and  liabilities,  if any, of Systems and to effectuate
fully the Merger and to carry out the purposes and  intentions  of the foregoing
resolutions.

     FURTHER  RESOLVED  that the  Certificate  of  Incorporation  and By-Laws of
Unidata shall, on and after the effective time of Merger,  be the Certificate of
Incorporation  and  By-Laws  of the  Surviving  Corporation,  until  amended  as
provided  by law,  and the  corporate  name of Unidata  shall,  on and after the
effective time of the Merger, be changed to Systems Assurance Corporation.

     FURTHER  RESOLVED that the directors and officers of Unidata shall,  on and
after the  effective  time of the Merger,  be the  directors and officers of the
Surviving  Corporation  until their  respective  successors  are duly elected or
appointed  and  qualified  in  the  manner   provided  in  the   Certificate  of
Incorporation and By-Laws of the Surviving  Corporation or as otherwise provided
by law.

     FURTHER  RESOLVED  that  anything  herein  or  elsewhere  to  the  contrary
notwithstanding,  the Merger may be  terminated  and  abandoned  by the Board of
Directors  of  Systems  or  Unidata  at any  time  prior  to the  filing  of the
Certificate  of Ownership and Merger with the Secretary of State of the State of
Delaware.