<PAGE>

                         CERTIFICATE OF MERGER

                                   OF

                       QUICKRESPONSE SERVICES, INC.,
                          a California corporation

                                   INTO

                        QUICKRESPONSE SERVICES, INC.,
                           a Delaware corporation

           (under Section 252 of the Delaware General Corporation Law)

          It is hereby certified that:

          FIRST:  The name and state of incorporation of each of the 
constituent business corporations participating in the merger herein certified 
are as follows:

          (i)   QuickResponse Services, Inc., which is incorporated under the 
   laws of the State of California ("QuickResponse California") and

          (ii)  QuickResponse Services, Inc., which is incorporated under the 
   laws of the State of Delaware ("QuickResponse Delaware").

          SECOND:  An Agreement and Plan of Merger dated as of August 30, 
1997 (the "Agreement of Merger") between QuickResponse California and 
QuickResponse Delaware has been approved, adopted, certified, executed and 
acknowledged by each of the aforesaid constituent corporations in accordance 
with subsection (c) of Section 252 of the General Corporation Law of the 
State of Delaware: to wit, by QuickResponse California in accordance with the 
laws of the State of its incorporation and by QuickResponse Delaware in the 
same manner as is provided in Section 251 of the General Corporation Law of 
the State of Delaware.

          THIRD:   The name of the surviving corporation in the merger 
herein certified is QuickResponse Delaware, which will, upon effectiveness of 
the merger, continue its existence as said surviving corporation under the 
name "QuickResponse Services, Inc." upon the effective date of said merger 
pursuant to the provisions of the General Corporation Law of the State of 
Delaware.

          FOURTH:  The Certificate of Incorporation of QuickResponse Delaware 
shall continue to be the Certificate of Incorporation of said surviving 
corporation without change or amendment until further amended in accordance 
with the provisions of the General Corporation Law of the State of Delaware.

<PAGE>

          FIFTH:  The executed Agreement of Merger between the aforesaid 
constituent corporations is on file at the principal place of business of the 
aforesaid surviving corporation. The address of the principal place of 
business of the surviving corporation is 1400 Marina Way South, Richmond, 
California 94804.

          SIXTH:  A copy of the Agreement of Merger will be furnished by the 
surviving corporation, on request and without cost, to any stockholder of 
either constituent corporation.

          SEVENTH:  The authorized capital stock of QuickResponse California 
consists of (a) 20,000,000 shares of Common Stock, par value $0.001 per 
share, and (b) 10,000,000 shares of Preferred Stock, par value $0.001 per 
share.

          EIGHTH:  Pursuant to the Certificate of Incorporation and the Bylaws 
of QuickResponse Delaware, which shall continue to be the Certificate of 
Incorporation and Bylaws of the surviving corporation, the directors of the 
surviving corporation are classified into three classes, as nearly equal in 
number as possible as determined by the board of directors, with (i) the term 
of office of the first class to expire at the 1998 Annual Meeting of 
Stockholders, (ii) the term of office of the second class to expire at the 
1999 Annual Meeting of Stockholders and (iii) the term of office of the third 
class to expire at the 2000 Annual Meeting of Stockholders. On and after the 
effectiveness of the merger herein certified, the Board of Directors of the 
surviving corporation shall consist of eight (8) members divided into three 
classes, as follows:

          Initial Class I Directors
          -------------------------
          John P. Dougall
          Philip Schlein

          Initial Class II Directors
          --------------------------
          Peter R. Johnson
          Tania Amochaev
          Steven D. Brooks

          Initial Class III Directors
          ---------------------------
          H. Lynn Hazlett
          Garth Saloner
          Garen K. Staglin

          Such individuals shall serve as directors of the surviving 
corporation upon and after the effectiveness until their successors shall 
have been duly elected and qualified or until as otherwise provided by law, 
the Certificate of Incorporation of the surviving corporation or the Bylaws 
of the surviving corporation.

                                   2.

<PAGE>

          NINTH:  The officers of QuickResponse Delaware immediately prior to 
the effectiveness of the merger shall be the officers of the surviving 
corporation upon and after the effectiveness of the merger until their 
successors shall have been duly elected and qualified or until as otherwise 
provided by law, the Certificate of Incorporation of the surviving 
corporation or the Bylaws of the surviving corporation.

Dated: October 20, 1997

                                  QUICKRESPONSE SERVICES, INC.,
                                  a California corporation

                                  By: /s/ H. Lynn Hazlett
                                     -------------------------------------
                                      Name: H. Lynn Hazlett
                                      Title: PRESIDENT AND CHIEF EXECUTIVE 
                                             OFFICER

ATTEST:

/s/ Shawn M. O'Connor
-----------------------------
Name: Shawn M. O'Connor
Title: SECRETARY

                                  QUICKRESPONSE SERVICES, INC.,
                                  a Delaware corporation

                                  By: /s/ H. Lynn Hazlett
                                     -------------------------------------
                                      Name: H. Lynn Hazlett
                                      Title: PRESIDENT AND CHIEF EXECUTIVE 
                                             OFFICER

ATTEST:

/s/ Shawn M. O'Connor
-----------------------------
Name: Shawn M. O'Connor
Title: SECRETARY

                                      3.

<PAGE>

                        AGREEMENT AND PLAN OF MERGER
                       OF QUICKRESPONSE SERVICES, INC.
                           A DELAWARE CORPORATION
                                     AND
                         QUICKRESPONSE SERVICES, INC.
                           A CALIFORNIA CORPORATION

          THIS AGREEMENT AND PLAN OF MERGER dated as of August 30, 1997 (the 
"Agreement") is between QuickResponse Services, Inc., a Delaware corporation 
("QuickResponse Delaware") and QuickResponse Services, Inc., a California 
corporation ("QuickResponse California"). QuickResponse Delaware and 
QuickResponse California are sometimes referred to herein as the 
"Constituent Corporations."

                                  RECITALS

          A.  QuickResponse Delaware is a corporation duly organized and 
existing under the laws of the State of Delaware and has an authorized 
capital of 30,000,000 shares, 20,000,000 of which are designated "Common 
Stock", $0.001 par value, and 10,000,000 of which are designated "Preferred 
Stock", $0.001 par value. As of August 30, 1997, 1,000 shares of Common Stock 
were issued and outstanding, all of which were held by QuickResponse 
California. No shares of Preferred Stock were outstanding.

          B.  QuickResponse California is a corporation duly organized and 
existing under the laws of the State of California and has an authorized 
capital of 30,000,000 shares, 20,000,000 of which are designated "Common 
Stock", no par value, and 10,000,000 of which are designated "Preferred 
Stock", $.01 par value. As of July 31, 1997, 8,494,945 shares of Common Stock 
and no shares of Preferred Stock were outstanding.

          C.  The Board of Directors of QuickResponse California has 
determined that, for the purpose of effecting the reincorporation of 
QuickResponse California in the State of Delaware, it is advisable and in the 
best interests of QuickResponse California that QuickResponse California 
merge with and into QuickResponse Delaware upon the terms and conditions 
herein provided.

          D.  The respective Boards of Directors of QuickResponse Delaware 
and QuickResponse California have approved this Agreement and have directed 
that this Agreement be submitted to a vote of their respective stockholders 
and executed by the undersigned officers.

          NOW, THEREFORE, in consideration of the mutual agreements and 
covenants set forth herein, QuickResponse Delaware and QuickResponse 
California hereby agree, subject to the terms and conditions hereinafter set 
forth, as follows:

<PAGE>

                                   I.  MERGER 

          1.1  MERGER.  In accordance with the provisions of this Agreement, 
the Delaware General Corporation Law and the California General Corporation 
Law, QuickResponse California shall be merged with and into QuickResponse 
Delaware (the "Merger"), the separate existence of QuickResponse California 
shall cease and QuickResponse Delaware shall be, and is herein sometimes 
referred to as, the "Surviving Corporation," and the name of the Surviving 
Corporation shall be QuickResponse Services, Inc.

          1.2  FILING AND EFFECTIVENESS.  The Merger shall become effective 
when the following actions shall have been completed:

          (a)  This Agreement and the Merger shall have been adopted and 
approved by the stockholders of each Constituent Corporation in accordance 
with the requirements of the Delaware General Corporation Law and the 
California General Corporation Law;

          (b)  All of the conditions precedent to the consummation of the 
Merger specified in this Agreement shall have been satisfied or duly waived by 
the party entitled to satisfaction thereof;

          (c)  An executed Certificate of Merger or an executed counterpart 
of this Agreement meeting the requirements of the Delaware General 
Corporation Law shall have been filed with the Secretary of State of the 
State of Delaware; and

          (d)  An executed Certificate of Merger or an executed counterpart 
of this Agreement meeting the requirements of the California General 
Corporation Law shall have been filed with the Secretary of State of the 
State of California.

          The date and time when the Merger shall become effective, as 
aforesaid, is herein called the "Effective Date of the Merger."

          1.3  EFFECT OF THE MERGER.  Upon the Effective Date of the Merger, 
the separate existence of QuickResponse California shall cease and 
QuickResponse Delaware, as the Surviving Corporation, (i) shall continue to 
possess all of its assets, rights, powers and property as constituted 
immediately prior to the Effective Date of the Merger (ii) shall be subject 
to all actions previously taken by its and QuickResponse California's Board 
of Directors, (iii) shall succeed, without other transfer, to all of the 
assets, rights, powers and property of QuickResponse California in the manner 
more fully set forth in Section 259 of the Delaware General Corporation Law, 
(iv) shall continue to be subject to all of its debts, liabilities and 
obligations as constituted immediately prior to the Effective Date of the 
Merger and (v) shall succeed, without other transfer, to all of the debts, 
liabilities and obligations of QuickResponse California in the same manner as 
if QuickResponse Delaware 

                                       2.

<PAGE>

had itself incurred them, all as more fully provided under the applicable 
provisions of the Delaware General Corporation Law and the California General 
Corporation Law.

               II. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

          2.1  CERTIFICATE OF INCORPORATION.  The Certificate of 
Incorporation of QuickResponse Delaware as in effect immediately prior to the 
Effective Date of the Merger shall continue in full force and effect as the 
Certificate of Incorporation of the Surviving Corporation until duly amended 
in accordance with the provisions thereof and applicable law.

          2.2  BYLAWS.  The Bylaws of QuickResponse Delaware as in effect 
immediately prior to the Effective Date of the Merger shall continue in full 
force and effect as the Bylaws of the Surviving Corporation until duly 
amended in accordance with the provisions thereof and applicable law.

          2.3  DIRECTORS AND OFFICERS.  The directors and officers of 
QuickResponse California immediately prior to the Effective Date of the 
Merger shall be the directors and officers of the Surviving Corporation until 
their successors shall have been duly elected and qualified or until as 
otherwise provided by law, the Certificate of Incorporation of the Surviving 
Corporation or the Bylaws of the Surviving Corporation.

                      III. MANNER OF CONVERSION OF STOCK

          3.1  QUICKRESPONSE CALIFORNIA COMMON SHARES.  Upon the Effective 
Date of the Merger, each share of QuickResponse California Common Stock, no 
par value, issued and outstanding immediately prior thereto shall by virtue 
of the Merger and without any action by the Constituent Corporations, the 
holder of such shares or any other person, be converted into and exchanged for 
one fully paid and nonassessable share of Common Stock, $.001 par value, of 
the Surviving Corporation.

          3.2  QUICKRESPONSE CALIFORNIA OPTIONS, STOCK PURCHASE RIGHTS AND 
CONVERTIBLE SECURITIES.  Upon the Effective Date of the Merger, the Surviving 
Corporation shall assume and continue the stock option plans and all other 
employee benefit plans of QuickResponse California. Each outstanding and 
unexercised option, or other right to purchase, or security convertible into, 
QuickResponse California Common Stock shall become an option, or right to 
purchase, or a security convertible into the Surviving Corporation's Common 
Stock on the basis of one share of the Surviving Corporation's Common Stock 
for each share of QuickResponse California Common Stock issuable pursuant to 
any such option, or stock purchase right or convertible security, on the same 
terms and conditions and at an exercise or conversion price per share equal 
to the exercise or conversion price per share applicable to any such 
QuickResponse California option, stock purchase right or other convertible 
security at the Effective Date of the Merger. There are


                                       3.


<PAGE>

no options, purchase rights for or securities convertible into Preferred 
Stock of QuickResponse California.

          A number of shares of the Surviving Corporation's Common Stock 
shall be reserved for issuance upon the exercise of options, stock purchase 
rights and convertible securities equal to the number of shares of 
QuickResponse California Common Stock so reserved immediately prior to the 
Effective Date of the Merger.

          3.3  QUICKRESPONSE DELAWARE COMMON STOCK.  Upon the Effective Date 
of the Merger, each share of QuickResponse Delaware Common Stock, $.001 par 
value, issued and outstanding immediately prior thereto shall, by virtue of 
the Merger and without any action by QuickResponse Delaware, the holder of 
such shares or any other person, be cancelled and returned to the status of 
authorized but unissued shares.

          3.4  EXCHANGE OF CERTIFICATES.  After the Effective Date of the 
Merger, each holder of an outstanding certificate representing shares of 
QuickResponse California Common Stock may, at such stockholder's option, 
surrender the same for cancellation to Chase Mellon Shareholder Services, as 
exchange agent (the "Exchange Agent"), and each such holder shall be entitled 
to receive in exchange therefor a certificate or certificates representing 
the number of shares of the Surviving Corporation's Common Stock into which 
the surrendered shares were converted as herein provided. Until so 
surrendered, each outstanding certificate theretofore representing shares of 
QuickResponse California Common Stock shall be deemed for all purposes to 
represent the number of whole shares of the Surviving Corporation's Common 
Stock into which such shares of QuickResponse California Common Stock were 
converted in the Merger.

          The registered owner on the books and records of the Surviving 
Corporation or the Exchange Agent of any such outstanding certificate shall, 
until such certificate shall have been surrendered for transfer or conversion 
or otherwise accounted for to the Surviving Corporation or the Exchange 
Agent, have and be entitled to exercise any voting and other rights with 
respect to and to receive dividends and other distributions upon the shares 
of Common Stock of the Surviving Corporation represented by such outstanding 
certificate as provided above.

          Each certificate representing Common Stock of the Surviving 
Corporation so issued in the Merger shall bear the same legends, if any, with 
respect to the restrictions on transferability as the certificates of 
QuickResponse California so converted and given in exchange therefore, unless 
otherwise determined by the Board of Directors of the Surviving Corporation 
in compliance with applicable laws.

          If any certificates for shares of QuickResponse Delaware stock is 
to be issued in a name other than that in which the certificate surrendered 
in exchange therefor is registered, it shall a be condition of issuance thereof 
that the certificate so surrendered shall be properly endorsed and otherwise 
in proper form for transfer, that such transfer otherwise


                                       4.
<PAGE>

be proper and that the person requesting such transfer pay to the Exchange 
Agent any transfer or other taxes payable by reason of issuance of such new 
certificate in a name other than that of the registered holder of the 
certificate surrendered or establish to the satisfaction of QuickResponse 
Delaware that such tax has been paid or is not payable.

                                   IV. GENERAL

          4.1  COVENANTS OF QUICKRESPONSE DELAWARE.  QuickResponse Delaware 
covenants and agrees that it will, on or before the Effective Date of the 
Merger:

          (a)  Qualify to do business as a foreign corporation in the State 
of California and in connection therewith irrevocably appoint an agent for 
service of process as required under the provisions of Section 2105 of the 
California General Corporation Law.

          (b)  File any and all documents with the California Franchise Tax 
Board necessary for the assumption by QuickResponse Delaware of all of the 
franchise tax liabilities of QuickResponse California.

          (c)  Take such other actions as may be required by the California 
General Corporation Law.

          4.2  FURTHER ASSURANCES.  From time to time, as and when required 
by QuickResponse Delaware or by its successors or assigns, there shall be 
executed and delivered on behalf of QuickResponse California such deeds and 
other instruments, and there shall be taken or caused to be taken by it such 
further and other actions as shall be appropriate or necessary in order to 
vest or perfect in or conform of record or otherwise by QuickResponse 
Delaware the title to and possession of all the property, interests, assets, 
rights, privileges, immunities, powers, franchises and authority of 
QuickResponse California and otherwise to carry out the purposes of this 
Agreement, and the officers and directors of QuickResponse Delaware are fully 
authorized in the name and on behalf of QuickResponse California or otherwise 
to take any and all such action and to execute and deliver any and all such 
deeds and other instruments.

          4.3  ABANDONMENT.  At any time before the Effective Date of the 
Merger, this Agreement may be terminated and the Merger may be abandoned for 
any reason whatsoever by the Board of Directors of either QuickResponse 
California or of QuickResponse Delaware, or of both, notwithstanding the 
approval of this Agreement by the shareholders of QuickResponse California or 
by the sole stockholder of QuickResponse Delaware, or by both.

          4.4  AMENDMENT.  The Boards of Directors of the Constituent 
Corporations may amend this Agreement at any time prior to the filing of this 
Agreement or certificate in lieu thereof with the Secretary of State of the 
State of Delaware, provided that an 


                                       5.
<PAGE>

amendment made subsequent to the adoption of this Agreement by the 
stockholders of either Constituent Corporation shall not: (1) alter or change 
the amount or kind of shares, securities, cash, property and/or rights to be 
received in exchange for or on conversion of all or any of the shares of any 
class or series thereof of such Constituent Corporation, (2) alter or change 
any term of the Certificate of Incorporation of the Surviving Corporation to 
be effected by the Merger or (3) alter or change any of the terms and 
conditions of this Agreement if such alteration or change would adversely 
affect the holders of any class or series of capital stock of either 
Constituent Corporation.

          4.5  REGISTERED OFFICE.  The registered office of the Surviving 
Corporation in the State of Delaware is located at 32 Lockerman Square, Suite 
L-100, City of Dover, County of Kent, Delaware 19901, and The Prentice-Hall 
Corporation System, Inc., is the registered agent of the Surviving 
Corporation at such address.

          4.6  AGREEMENT.  Executed copies of this Agreement will be on file 
at the principal place of business of the Surviving Corporation at 1400 
Marina Way South, Richmond, California 94804 and copies thereof will be 
furnished to any stockholder of either Constituent Corporation, upon request 
and without cost.

          4.7  GOVERNING LAW.  This Agreement shall in all respects be 
construed, interpreted and enforced in accordance with and governed by the 
laws of the State of Delaware and, so far as applicable, the merger 
provisions of the California General Corporation Law.

          4.8  COUNTERPARTS.  In order to facilitate the filing and recording 
of this Agreement, the same may be executed in any number of counterparts, 
each of which shall be deemed to be an original and all of which together 
shall constitute one and the same instrument.


                                       6.
<PAGE>

            IN WITNESS WHEREOF, this Agreement having first been approved by 
the resolutions of the Board of Directors of QuickResponse Delaware and 
QuickResponse California, is hereby executed on behalf of each of such two 
corporations and attested by their respective officers thereunto duly 
authorized.


                                 QUICKRESPONSE SERVICES, INC.,
                                 a Delaware corporation



                                 By: /s/ H. Lynn Hazlett
                                    -----------------------------------------
                                    H. Lynn Hazlett, President and Chief 
                                    Executive Officer  



ATTEST:


 /s/ Shawn M. O'Connor
------------------------------
Shawn M. O'Connor, Secretary




                                 QUICKRESPONSE SERVICES, INC.,
                                 a California corporation



                                 By: /s/ H. Lynn Hazlett
                                    -----------------------------------------
                                    H. Lynn Hazlett, President and Chief 
                                    Executive Officer  



ATTEST:


 /s/ Shawn M. O'Connor
------------------------------
Shawn M. O'Connor, Secretary



<PAGE>

                            CERTIFICATE OF SECRETARY

              QUICKRESPONSE SERVICES, INC., A DELAWARE CORPORATION


          The undersigned, Shawn M. O'Connor, Secretary of QuickResponse 
Delaware, Inc., a corporation organized and existing under the laws of the 
State of Delaware, hereby certifies, as such Secretary, that the Agreement 
and Plan of Merger to which this Certificate is attached, after having been 
first duly signed on behalf of the said corporation and having been signed on 
behalf of QuickResponse Services, Inc., a corporation of the State of 
California, was duly adopted by the sole stockholder of the corporation, 
which Agreement and Plan of Merger was thereby adopted as the act of the 
stockholders of said QuickResponse Delaware, Inc., a Delaware corporation, 
and constitutes the duly adopted agreement and act of said corporation. 
          IN WITNESS WHEREOF, the undersigned has hereunto subscribed his 
name this 30th day of August, 1997. 




                                                 /s/ Shawn M. O'Connor
                                               --------------------------------
                                                Shawn M. O'Connor, Secretary

<PAGE>

                           CERTIFICATE OF SECRETARY

            QUICKRESPONSE SERVICES, INC., A CALIFORNIA CORPORATION


          The undersigned, Shawn M. O'Connor, hereby certifies that he is the 
duly elected and acting Secretary of QuickResponse Services, Inc., a 
California corporation ("QuickResponse California"), and hereby certifies 
that the attached Agreement and Plan of Merger between QuickResponse Delaware, 
Inc., a Delaware corporation, and QuickResponse California was duly approved 
by the shareholders of QuickResponse California on May 30, 1997.
          IN WITNESS WHEREOF, the undersigned has hereunto subscribed his 
name this 30th day of August, 1997.




                                                 /s/ Shawn M. O'Connor
                                               --------------------------------
                                                Shawn M. O'Connor, Secretary