N.Y.S. DEPARTMENT OF STATE
DIVISION OF CORPORATIONS AND STATE RECORDS        ALBANY, NY l2231-00[ILLEGIBLE]

                                 FILING RECEIPT
================================================================================
ENTITY NAME      : WESTERN BEEF RETAIL, INC.

DOCUMENT TYPE    : MERGER (DOM. BUSINESS)                         COUNTY: QUEENS
                   NAME

SERVICE COMPANY  : CT CORPORATION SYSTEM             SERVICE CODE: 07[ILLEGIBLE]

CONSTITUENT NAME : WESTERN BEEF RETAIL, INC.

================================================================================
FILED: 08/06/1998  DURATION: ********* 
                             CASH # : 980806000530 FILM #: 9808060005[ILLEGIBLE]

ADDRESS FOR PROCESS                                               EFFECTIVE DATE
-------------------                                               --------------
                                                                  08/06/1998

                               [STATE OF NEW YORK
                               DEPARTMENT OF STATE
                                      SEAL]

REGISTERED AGENT
----------------

================================================================================
FILER                               FEES         95.00      PAYMENTS       95.00
-----                               ----                    --------
HOWARD W. MUCHNICK                  FILING   :   60.00      CASH  :         0.00
MUCHNICK GOLIEB & GOLIEB, P.C.      TAX      :    0.00      CHECK :        95.00
630 FIFTH AVENUE. SUITE. 1425       CERT     :    0.00      BILLED:         0.00
NEW YORK, NY 10111                  COPIES   :   10.00
                                    HANDLING :   25.00
                                                            REFUND:         0.00
                                                            ------
================================================================================
0S-1025 (11/89)
<PAGE>

State of New York   }
                    } ss:
Department of State }

I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is true copy
of said original.

      Witness my hand and seal of the Department of State on  AUG 10 1998

            [STATE OF NEW YORK                                /s/ [ILLEGIBLE]
            DEPARTMENT OF STATE
                   SEAL]                                      Special Deputy
                                                              Secretary of State

DOS-1266 (5/96)
<PAGE>

                              CERTIFICATE OF MERGER

                                       OF

                            WESTERN BEEF RETAIL, INC.
                            (a New York Corporation)

                                      INTO

                        WESTERN BEEF ADMINISTRATION, INC.
                            (a New York Corporation)

                UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

      The undersigned, Peter Castellana, Jr. and Peter Admirand, being,
respectively, the President and Secretary of Western Beef Retail, Inc. and
Peter Castellana, Jr. and Peter Admirand, being, respectively, the President
and Secretary of Western Beef Administration, Inc., hereby certify:

      1. (a) The name of each constituent corporation is as follows:

            Western Beef Retail, Inc. and Western Beef Administration, Inc.

            (b) The name of the surviving corporation is Western Beef
Administration, Inc. Following the merger its name shall be Western Beef Retail,
Inc.

      2. As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:


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<PAGE>

--------------------------------------------------------------------------------

                      Designation and
                      Number of Shares
                      in each Class or    Class or Series     Shares entitled
      Name of              Series            of Shares         to Vote as a
    Corporation         Outstanding      Entitled to Vote     Class or Series
--------------------------------------------------------------------------------
Western Beef             Common/100           Common                N/A
Retail, Inc.
--------------------------------------------------------------------------------
Western Beef             Common/100           Common                N/A
Administration,
Inc.
--------------------------------------------------------------------------------

      3. Western Beef Retail, Inc. was incorporated under the laws of the State
of New York on August 7, 1992. It was incorporated as Western Beef-Metropolitan
Ave, Inc.

            Western Beef Administration, Inc. was incorporated under the laws of
the State of New York on December 16, 1985. It was incorporated as Western Beef,
Inc.

      4. The merger was adopted by each constituent corporation in the following
manner:

            Western Beef Retail, Inc. and Western Beef Administration, Inc. have
complied with the applicable provisions of the laws of the State of New York in
which they are incorporated and this merger is permitted by such laws. The
manner in which the merger was authorized with respect to each of


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<PAGE>

said corporations was by the unanimous written consent of the shareholders and
directors.

      5. The mergers shall be effective upon the date of filing with the New
York Department of State.

      IN WITNESS WHEREOF, we have signed this certificate on the 30th day of
June, 1998 and we affirm the statements contained therein as true under
penalties of perjury.


                                        WESTERN BEEF RETAIL, INC.

                                        By: /s/ Peter Castellana, Jr.
                                            ------------------------------------
                                            Peter Castellana, Jr.,
                                            President


                                        By: /s/ Peter Admirand
                                            ------------------------------------
                                            Peter Admirand,
                                            Secretary


                                        WESTERN BEEF ADMINISTRATION, INC.

                                        By: /s/ Peter Castellana, Jr.
                                            ------------------------------------
                                            Peter Castellana, Jr.,
                                            President


                                        By: /s/ Peter Admirand
                                            ------------------------------------
                                            Peter Admirand,
                                            Secretary


                                       3
<PAGE>

                              CERTIFICATE OF MERGER

                                       OF

                            WESTERN BEEF RETAIL, INC.
                            (a New York Corporation)

                                      INTO

                        WESTERN BEEF ADMINISTRATION, INC.
                            (a New York Corporation)

              UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

                                                          STATE OF NEW YORK
                                                         DEPARTMENT OF STATE
                                                        FILED AUG 06 1998
                                                         TAX $______________
                                                         BY: /s/ [ILLEGIBLE]
                                                             ---------------
                                                                QUEENS

                                HOWARD W MUCHNICK
                         MUCHNICK, GOLIEB & GOLIEB, P.C.
                                630 FIFTH AVENUE
                                   SUITE 1425
                             NEW YORK, NY 10111-0000


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