CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                NETGURU.COM, INC.
                                      INTO
                            RESEARCH ENGINEERS, INC.
                         (Pursuant to Section 253 of the
                      General Corporation Law of Delaware)


         Research Engineers, Inc., a Delaware corporation, does hereby certify:

         FIRST: That Research Engineers, Inc. is incorporated pursuant to the
General Corporation Law of the State of Delaware.

         SECOND: That Research Engineers, Inc. owns all of the outstanding
shares of the capital stock of netguru.com, inc., a Delaware corporation.

         THIRD: That Research Engineers, Inc., by the following resolutions of
its Board of Directors, duly adopted on the 18th day of February, 2000,
determined to merge into itself netguru.com, inc. on the conditions set forth in
such resolutions:

                  RESOLVED: That Research Engineers, Inc. merge into itself its
                  subsidiary, netguru.com, inc., and assume all of said
                  subsidiary's liabilities and obligations;

                  RESOLVED FURTHER: That the Chief Executive Officer and the
                  Secretary of Research Engineers, Inc. be and they hereby are
                  directed to make, execute and acknowledge a certificate of
                  ownership and merger setting forth a copy of the resolution to
                  merge netguru.com, inc. into Research Engineers, Inc. and to
                  assume said subsidiary's liabilities and obligations and the
                  date of adoption thereof and to file the same in the Office of
                  the Secretary of State of Delaware and a certified copy
                  thereof in the Office of the Recorder of Deeds of New Castle
                  County;

                  RESOLVED FURTHER: That Research Engineers, Inc. shall change
                  its corporate name to netguru.com, inc.; and

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                  RESOLVED FURTHER: That the officers of Research Engineers,
                  Inc. be, and each of them hereby is, authorized and directed
                  to take all such further actions and to execute and deliver,
                  in the name and on behalf of Research Engineers, Inc. and
                  under its seal or otherwise, any and all such further
                  documents, certificates and instruments, and to pay all such
                  expenses, as they or any of them may deem necessary or
                  advisable to carry out the purposes of the foregoing
                  resolutions and the transactions contemplated thereby; and
                  that the taking of each such action, the execution and
                  delivery of each such document or instrument, and the payment
                  of each such expense shall be conclusive evidence of its
                  necessity or advisability, and that any such action previously
                  taken by any officer of the Corporation in this respect hereby
                  is approved, ratified, adopted and confirmed.

Executed on February 18, 2000.


                                           Research Engineers, Inc.

                                           By:  /S/ Amrit Das
                                                --------------------------------
                                                Amrit Das, Chairman of the Board
                                                  and Chief Executive Officer


Attest:

/S/ Wayne Blair
---------------
Wayne Blair, Secretary

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