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


         netguru.com, inc., a Delaware corporation, does hereby certify:

         FIRST: That netguru.com, inc. is incorporated pursuant to the General
Corporation Law of the State of Delaware.

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

         THIRD: That netguru.com, inc., by the following resolutions of its
Board of Directors, duly adopted on the 23rd day of February, 2000, determined
to merge into itself netguru, inc. on the conditions set forth in such
resolutions:

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

                  RESOLVED FURTHER: That the Chief Executive Officer and the
                  Secretary of netguru.com, 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, inc. into netguru.com, 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 netguru.com, inc. shall change its
                  corporate name to netguru, inc.; and

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                  RESOLVED FURTHER: That the officers of netguru.com, 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 netguru.com, 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 23, 2000.


                                       netguru.com, inc., a Delaware corporation



                                       By:  /S/ Jyoti Chatterjee
                                            ----------------------------
                                             Jyoti Chatterjee, President


Attest:


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

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