Exhibit 3.1  CERTIFICATE OF INCORPORATION OF TELEPHONE MARKETING PROGRAMS INCORPORATED  The
undersigned, a natural person, for the purpose of organizing a corporation for
conducting the business and promoting the purposes hereinafter stated, under
the provisions and subject to the requirements of the laws of the State of
Delaware (particularly Title 8, Chapter 1 of the Delaware Code and the Acts
amendatory thereof and supplemental thereto, and known, identified, and referred
to as the General Corporation Law of the State of Delaware), does hereby
certify:  ARTICLE I  NAME  The name of
the Corporation is Telephone Marketing Programs Incorporated (the Corporation).  ARTICLE II  AGENT FOR SERVICE  The address of
the Corporations registered office in the State of Delaware is 15 East North
Street, in the City of Dover, County of Kent. 
The name of the Corporations registered agent at such address is United
Corporate Services, Inc.  ARTICLE III  PURPOSE  The purpose of
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.  ARTICLE IV  INCORPORATOR  The name and
mailing address of the sole incorporator is as follows:  Andrew J. McKelvey c/o TMP Worldwide Inc. 1633 Broadway - 33rd Floor New York, New York 10103


ARTICLE V  CAPITAL  (1)           Classes and Number of Shares  The total
number of shares of all classes of stock which the Corporation has authority to
issue is two hundred forty million (240,000,000) shares, consisting of two
hundred million (200,000,000) shares of Common Stock, par value $.001 per share
(the Common Stock), thirty-nine million (39,000,000) shares of Class B
Common Stock, par value $.001 per share (the Class B Common Stock), two
hundred thousand shares (200,000) shares of 10.5% Cumulative Preferred Stock,
par value $10.00 per share (the Cumulative Preferred Stock), and eight
hundred thousand (800,000) shares of Preferred Stock, par value $.001 per
share, which shall have such designations as may be authorized by the Board of
Directors from time to time (the Preferred Stock).  (2)           Power and Rights of the Common
Stock and the Class B Common Stock  A.            Voting Rights.  Each share of Common Stock is entitled to one
vote and each share of Class B Common Stock is entitled to ten votes on
all matters.  Except as described below,
the Common Stock and the Class B Common Stock vote together as a single
class on all matters presented for a vote of the stockholders, including the
election of directors.  The holders of a
majority of the outstanding shares of Common Stock or Class B Common
Stock, voting as separate classes, must approve certain amendments affecting
shares of such class.  Specifically, if
there is any proposal to amend the Certificate of Incorporation in a manner
that would increase or decrease the 
number of authorized shares of Common Stock or Class B Common
Stock, increase or decrease the par value of the shares of Common Stock or Class B
Common Stock or alter or change the powers, preferences, or special rights of
the shares of Common Stock or Class B Common Stock so as to affect them
adversely, such an amendment must be approved by a majority of the outstanding
shares of the affected class, voting separately as a class.  In addition, any merger or consolidation in
which each share of Common Stock receives consideration that is not of the same
type or is less than the amount of the consideration to be received by each
share of Class B Common Stock, other than consideration payable in securities
which provide each share of Class B Common Stock with the number of votes
that is no more than ten times the number of votes provided each share of
Common Stock, must be approved by a majority of the outstanding shares of
Common Stock, voting separately as a class. 
Shares of Common Stock and Class B Common Stock do not have
cumulative voting rights.  B.            Dividends.  Each share of Common Stock and Class B
Common Stock is entitled to dividends if, as and when dividends may be declared
by the Board of Directors of the Corporation and paid.  Dividends must be paid on both the Common
Stock and the  2


Class B Common Stock at
any time that dividends are paid on either. 
Any dividend so declared and payable in cash, capital stock of the
Corporation (other than Common Stock or Class B Common Stock) or other
property will be paid equally, share for share, on the Class B Common
Stock and Common Stock. Dividends and distributions payable in shares of Class B
Common Stock may be paid only on shares of Class B Common Stock, and
dividends and distributions payable in shares of Common Stock may be paid only
on shares of Common Stock. If a dividend or distribution payable on Common
Stock is made on the Common Stock, the Corporation must also make a
simultaneous dividend or distribution on the Class B Common Stock.  Pursuant to any such dividend or
distribution, each share of Class B Common Stock will receive a number of
shares of Class B Common Stock equal to the number of shares of Common
Stock payable on each share of Common Stock.  C. Class B
Common Stock Conversion.  Each share
of the Class B Common Stock may at any time be converted at the election
of the holder thereof into one share of the Common Stock.  Any holder of shares of Class B Common
Stock may elect to convert any or all of such shares at one time or at various
times in such holders discretion.  Such
right shall be exercised by the surrender of the certificate representing each
share of Class B Common Stock to be converted to the Corporation at its
principal executive offices, accompanied by a written notice of the election by
the holder thereof to convert and (if so required by the Corporation) by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by such holder or his duly authorized attorney. 
The issuance of a certificate or certificates for shares of the Common
Stock upon conversion of shares of Class B Common Stock shall be made
without charge for any stamp or other similar tax in respect of such
issuance.  However, if any such
certificate or certificates is or are to be issued in a name other than that of
the holder of the shares of Class B Common Stock to be converted, the person
or persons requesting the issuance thereof shall pay to the Corporation the
amount of any tax which may be payable in respect of any such transfer, or shall
establish to the satisfaction of the Corporation that such tax has been paid.  As promptly as practicable after the
surrender for conversion of a certificate or certificates representing shares
of Class B Common Stock and the payment of any tax as hereinabove
provided, the Corporation will deliver to, or upon the written order of, the
holder of such certificate or certificates, a certificate or certificates
representing the number of shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct.  Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of the surrender of
the certificate or certificates representing shares of Class B Common
Stock (or, if on such date the transfer books of the Corporation shall be
closed, then immediately prior to the close of business on the first date
thereafter that said books shall be open), and all rights of such holder
arising from ownership of shares of Class B Common Stock shall cease at
such time, and the person or persons in whose name or names the certificate or
certificates representing shares of Common Stock are to be issued shall be
treated for all purposes as having become the record holder or holders of such
shares of Common Stock at such time and shall have and may exercise all the
rights and powers appertaining thereto. 
No adjustments in respect of  3


past cash dividends shall be
made upon the conversion of any share of Class B Common Stock; provided,
that, if any shares of Class B Common Stock shall be converted into
shares of Common Stock subsequent to the record date for the payment of a
dividend or other distribution on shares of Class B Common Stock but prior
to such payment, the registered holder of such shares of Class B Common
Stock at the close of business on such record date shall be entitled to receive
on the payment date, with respect to the shares of Common Stock received upon
such conversion, the dividend or other distribution which would have been payable
had such shares of Common Stock been outstanding and held of record on such
dividend record date by the registered holder on such dividend record date of
the shares of Class B Common Stock so converted in lieu of the dividend otherwise
payable on the shares of Class B Common Stock so converted.  The Corporation shall at all times reserve
and keep available, solely for the purpose of issuance upon conversion of
outstanding shares of Class B Common Stock, such number of shares of
Common Stock as may be issuable upon the conversion of all such outstanding
shares of Class B Common Stock; provided, that, the
Corporation may deliver shares of Common Stock which are held in the treasury
of the Corporation for shares of Class B Common Stock to be converted. If
any share of Common Stock requires registration with or approval of any governmental
authority under any federal or state law before such share of Common Stock may
be issued upon conversion, the Corporation will endeavor to cause such share to
be duly registered or approved, as the case may be.  The Corporation will endeavor to list shares
of Common Stock required to be delivered upon conversion prior to such delivery
upon any national securities exchange or national market system on which the
outstanding shares of Common Stock may be listed at the time of such
delivery.  All shares of Common Stock which
may be issued upon conversion of shares of Class B Common Stock will, upon
issuance, be fully paid and nonassessable. 
The aggregate amount of stated capital represented by shares of Common
Stock issued upon conversion of shares of Class B Common Stock shall be
the same as the aggregate amount of stated capital represented by the shares of
Class B Common Stock so converted.  D.  Mandatory Conversion of Class B
Common Stock.  At any time when (i) the
aggregate voting power of all outstanding shares of Class B Common Stock as
reflected on the stock transfer books of the Corporation falls below 15% of the
aggregate voting power of all outstanding shares of Common Stock and Class B
Common Stock of the Corporation, (ii) the Board of Directors and the holders
of a majority of the outstanding shares of Class B Common Stock approve
the conversion of all the shares of Class B Common Stock into Common
Stock, or (iii) when the death of the holder of a majority of the shares of Class B
Common Stock occurs, then, immediately upon the occurrence of any such event,
without any act on anyones part, the outstanding shares of Class B Common
Stock shall be converted into shares of Common Stock in accordance with Section C
above.  At any time when a holder of
shares of Class B Common Stock sells or assigns such holders beneficial
ownership of any shares of Class B Common Stock then, immediately upon the
occurrence of any such event, without any act on anyones part, the specific
shares of Class B Common Stock so sold or assigned shall be converted into
shares of Common Stock in  4


accordance with Section C
above.  For purposes of the immediately
preceding sentence, the pledge or grant of a security interest in, or the
formation or existence of any lien, encumbrance or similar right against, a
share of Class B Common Stock shall not be deemed a sale or assignment of
the beneficial ownership of that share of Class B Common Stock unless and
until the beneficiary of such pledge, security interest, lien, encumbrance or
similar right realizes or forecloses upon its interest therein and becomes the
beneficial owner of such specific share of Class B Common Stock.  In the event of any conversion described
above, certificates formerly representing outstanding shares of Class B Common
Stock shall thereupon and thereafter be deemed to represent the number of
shares of Common Stock into which such shares of Class B Common Stock are convertible.  E.  Liquidation Rights.  In the event the Corporation shall be liquidated,
dissolved or wound up, whether voluntarily or involuntarily, after there shall
have been paid or set aside for the holders of all shares of the Preferred
Stock and Cumulative Preferred Stock then outstanding the full preferential
amounts to which they are entitled under the terms of such Preferred Stock or
Cumulative Preferred Stock, the net assets of the Corporation remaining
thereafter shall be divided among the holders of the Common Stock and Class B
Common Stock in such a manner that the amount of such net assets distributed to
each share of Common Stock shall be equal to the amount of such assets
distributed to each share of Class B Common Stock.  F.  Restrictions on the Issuance of Additional
Class B Common Stock. Additional shares of Class B Common Stock
may only be issued upon stock splits of, or stock dividends on, the existing Class B
Common Stock.  No stockholder of the
Corporation shall have preemptive or other rights to subscribe for additional
shares of the Corporation.  G.  Merger, Consolidation, Sale of Assets.
Subject to the prior and superior rights of the Preferred Stock and the
Cumulative Preferred Stock, if any, in the event of any merger or consolidation
of the Corporation with or into another corporation in which the Corporation
shall not survive, or the sale or transfer of all or substantially all of the
assets of the Corporation to another entity, or a merger or consolidation in
which the Corporation shall be the surviving entity but its Common Stock and Class B
Common Stock is exchanged for stock, securities or property of another entity,
the holders of Common Stock and Class B Common Stock shall be entitled to
receive all cash, securities and other property received by the Corporation.  H. Residual
Rights.  All rights accruing to the
outstanding shares of the Corporation not expressly provided for to the
contrary in this Certificate of Incorporation, as it may from time to time be
amended or supplemented, shall be vested in the Common Stock and Class B
Common Stock.  5


(3) Power
and Rights of the 10.5% Cumulative Preferred Stock and Preferred Stock.  A. 10.5 % Cumulative
Preferred Stock  1.             Dividend Rights.  (a) The holders (Cumulative Preferred Holder(s))
of issued and outstanding shares of 10.5% Cumulative Preferred Stock (the Cumulative
Preferred Stock)  shall be entitled to
receive, when and as declared by the Board of Directors of the Corporation, out
of funds legally available for the payment of dividends, a cumulative cash
dividend at an annual rate of $1.05 per share, payable on the first day of May of
each year (or if such date is not a regular business day, then the next
business day thereafter), commencing on May 1, 1996.  Dividends on the issued and outstanding
shares of Cumulative Preferred Stock shall be preferred and cumulative and
shall accrue from day to day from the date on which such shares are originally
issued by the Corporation (Original Issue Date).  The initial Cumulative Preferred Holders shall
also be entitled to receive, when and as declared by the Board of Directors of
the Corporation, out of funds legally available for the payment of dividends, a
cash dividend on each share equal to the amount of accrued but unpaid
dividends, if any, to which such holders were entitled on the Original Issue
Date as a result of their ownership of a share of 10.5% Cumulative Preferred
Stock of McKelvey Enterprises, Inc., a New York corporation (the McKelvey
Enterprises Preferred Stock), that was converted into a share of Cumulative
Preferred Stock.  Cumulative Preferred
Holders shall not be entitled to participate in any other or additional
earnings or profits of the Corporation beyond the foregoing dividend rights by
reason of owning Cumulative Preferred Stock.  (b)           Unless the full amount of cumulative
dividends on the Cumulative Preferred Stock up to and including the most
current dividend payment date shall have been paid, or declared and a sum
sufficient for the payment thereof set apart, or in the event the Corporation
is in default in its redemption obligations under Section A3(a) below,
the Corporation shall not at any time (i) set aside or apply any sum for the
purchase or redemption of any outstanding Common Stock or other capital stock
of the Corporation, except the Cumulative Preferred Stock, or (ii) declare
any dividend (other than a dividend payable in Common Stock of the Corporation)
or distribution on, or set aside or apply any sum for the payment of any
dividend or other distribution on, the Common Stock or other capital stock of
the Corporation, except the Cumulative Preferred Stock.  2.             Voting Rights.   Except as may otherwise be required by the General
Corporation Law of the State of Delaware and as set forth below in Section A5,
the Cumulative Preferred Holders shall not be entitled to vote their shares of
Cumulative Preferred Stock on any matter submitted to a vote of the shareholders
of the Corporation or at any meeting of such shareholders.  6


3.             Redemption Rights.  (a)           Optional Redemption By Cumulative
Preferred Holders (Put).  (i)            At any time or from time to time
after the Original Issue Date, any Cumulative Preferred Holder may give the
Corporation notice of intention to require the Corporation to redeem (Put)
all or any portion of such Cumulative Preferred Holders Cumulative Preferred
Stock (collectively, Put Shares); and the Corporation shall redeem the Put
Shares, all subject to the limitations described below.  (ii)           Notwithstanding the Put right
provided to Cumulative Preferred Holders under Section A3(a)(i) above,
the Corporation shall not be required to redeem Put Shares in any single
twelve-month period commencing on and continuing after the original issue date
of the McKelvey Enterprises Preferred Stock in excess of the number of shares
of Cumulative Preferred Stock equal to (A) 20% of the aggregate number of
shares of the McKelvey Enterprises Preferred Stock originally issued,
multiplied by the number of twelve-month periods after the original issue date
of the McKelvey Enterprises Preferred Stock (with the first twelve-month period
immediately following the original issue date of the McKelvey Enterprises
Preferred Stock being considered one, the twelve-month period thereafter
being considered two and so on), less (B) the sum of the number of Put
Shares previously redeemed by the Corporation pursuant to the exercise by
Cumulative Preferred Holders of Put rights and the number of put shares
previously redeemed by McKelvey Enterprises, Inc. pursuant to the exercise
by holders of McKelvey Enterprises Preferred Stock of their put rights. In
addition, in the event required distributions or loan obligations to participants
under the Corporations profit sharing plan at any time exceeds the limitations
set forth above, the Cumulative Preferred Holders may require the Corporation
to redeem that number of additional shares of Cumulative Preferred Stock needed
to permit the Cumulative Preferred Holders to make such distributions or loans
to participants and the proceeds shall be applied solely for such purposes.  (iii)          The cash redemption price to be paid
for each Put Share redeemed pursuant to this Section A3(a) shall be
an amount equal to the par value thereof, plus the amount of any unpaid
cumulative dividends accrued thereon through the date of redemption
(collectively, Put Price).  (iv)          A Cumulative Preferred Holder may
exercise a Put by mailing to the Corporation written notice of exercise of the
Put (Put Notice), first class postage prepaid, certified, return receipt
requested, not less than 30 days nor more than 60 days prior to the proposed
redemption date.  Such Put Notice shall
be accompanied by the certificate or certificates evidencing all the Put
Shares, together with executed stock transfer instruments sufficient to effect
the transfer of all the Put Shares to the Corporation.  Such Put Notice shall specify the number of
Put Shares subject to such Put and shall become effective three business days
after mailing to the Corporation (accompanied by certificates and appropriate  7


stock transfer instruments) in
the manner provided above.  Certificates accompanying
the Put Notice shall represent Put Shares which are free and clear of all
liens, claims and encumbrances of every nature and kind whatsoever, except any
restrictions imposed by the federal and any applicable state securities laws
and except as provided in Section A6 hereof.  The closing of the Put shall take place on
the date specified by the Cumulative Preferred Holder in its Put Notice, which
date shall not be less than 30 days nor more than 60 days after the effective
date of the Put Notice.  At the closing,
the Cumulative Preferred Holder shall receive from the Corporation a wire
transfer or certified check in an amount equal to the total Put Price for all
Put Shares redeemed thereby.  (v)           If a Cumulative Preferred Holder
exercises a Put, and if the Corporation shall not have sufficient surplus to
permit it to lawfully purchase all of the Put Shares subject to any Put under
the General Corporation Law of the State of Delaware, the Corporation shall
purchase all of such Put Shares as soon thereafter as it may lawfully do so.  (vi)          In the event that the Corporation
shall default in the redemption of the full amount of Put Shares subject to an
exercised Put, until such default shall be cured in full (A) no dividends
shall be declared, paid or set aside for payment on the issued and outstanding
shares of Common Stock (other than a dividend payable in Common Stock of the
Corporation) or any other capital stock of the Corporation (other than a
dividend payable in Class B Common Stock of the Corporation), except the
Cumulative Preferred Stock; (B) no other distribution shall be declared,
made or set aside for distribution upon the shares of Common Stock or any other
capital stock of the Corporation, except the Cumulative Preferred Stock; (C) no
shares of Common Stock, or any other capital stock of the Corporation, except
the Cumulative Preferred Stock, shall be redeemed, purchased or otherwise
acquired for any consideration by the Corporation; and (D) cumulative
dividends on such unredeemed Put Shares shall continue to accrue through the
ultimate redemption date and be added to the Put Price.  (vii)         In case less than all of the shares of
Cumulative Preferred Stock represented by any surrendered certificate are not
subject to redemption pursuant to the exercise of a Put right, a new
certificate shall be issued representing the unredeemed shares.  (viii)        All shares of Cumulative Preferred Stock
redeemed pursuant to the exercise of a Put as hereinabove provided, shall be
retired and cancelled and shall not be reissued, and no shares shall be issued
in lieu thereof or in exchange therefor.  (b)           Optional Redemption By Corporation
(Call).  (i)            At any time or from time to time on
and after May 1, 1996, the Corporation shall have the right and option,
exercisable by a resolution of its Board of Directors, to redeem the entire amount
or any part of the shares of issued and outstanding Cumulative Preferred Stock
(collectively, Called Shares) out of funds legally available  8


therefore, upon not less than
60 days written notice (Call Notice) to the Cumulative Preferred Holders
thereof specifying the date (Call Date) and the place for surrender of the
certificates evidencing the Called Shares, by paying to each such Cumulative
Preferred Holder the following amount for each Called Share (depending upon the
Call Date), together with the amount of any unpaid cumulative dividends accrued
on the Called Shares through the Call Date (collectively, Call Price):  Call
  Date
  
  Call
  Price
  (plus unpaid dividends)May 1,
  1996 - April 30, 1997
  
  $
  10.525May 1,
  1997 - April 30, 1998
  
  10.420May 1,
  1998 - April 30, 1999
  
  10.315May 1,
  1999 - April 30, 2000
  
  10.210May 1,
  2000 - April 30, 2001
  
  10.105May 1,
  2001 and thereafter
  
  10.000  (ii)           (A)          A
Call Notice shall be given by the Corporation by mailing to the Cumulative
Preferred Holders a written notice of such Call, first class postage prepaid,
certified, return receipt requested, not less than 30 days nor more than 60
days prior to the Call Date, at each of such Cumulative Preferred Holders last
address as shall appear upon the stock transfer records of the Corporation.  Any Call Notice which is mailed in the manner
provided above shall be conclusively presumed to have been duly given three
business days after such mailing; and any nonmaterial defect in such Call
Notice to any Cumulative Preferred Holder shall not affect the validity of the
proceedings for the Call of any Called Shares.  (B)           The Call Notice to each Cumulative
Preferred Holder shall specify (I) the Call Date; (II) the number of Called
Shares and, if fewer than all of the then issued and outstanding shares of
Cumulative Preferred Stock are to be called, the number of such Called Shares
to be called from such Cumulative Preferred Holder; (III) the total Call Price per
Called Share; and (IV) where payment of the Call Price is to be made by the
Corporation upon surrender of the certificate or certificates representing such
Called Shares.  The Call Notice shall
also state that any unpaid cumulative dividends accrued thereon through the
Call Date will be paid as specified therein as part of the Call Price and that
from and after the Call Date dividends thereon will cease to accrue.  (C)           If any Call Notice shall have been
duly given, then from and after the Call Date set forth therein (unless the
Corporation shall default in the payment of the Call  9


Price), notwithstanding that
any certificate for Called Shares shall not have been surrendered for
cancellation, all such Called Shares so called shall no longer be deemed
outstanding on and after the Call Date, and the right to receive dividends
thereon and all other rights (including Put rights) with respect to such Called
Shares shall cease and terminate on such Call Date; except only the right of
the Cumulative Preferred Holders thereof to receive the Call Price, without
interest thereon, upon surrender of the certificate or certificates for such
Called Shares.  (iii)          If less than all of the issued and
outstanding shares of Cumulative Preferred Stock are to be called, the
particular shares to be called shall be conclusively selected or determined by
the Board of Directors of the Corporation by lot or such other equitable manner
as the Board of Directors of the Corporation shall designate and prescribe by
resolution.  (iv)          In case less than all of the shares of
Cumulative Preferred Stock represented by any surrendered certificate are
called, a new certificate shall be issued representing the uncalled shares.  (v)           All shares of Cumulative Preferred
Stock called as hereinabove provided or otherwise shall be retired and
cancelled and shall not be reissued, and no shares shall be issued in lieu
thereof or in exchange therefor.  4.             Liquidation Rights.  In the event of a partial or complete liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary
(hereinafter referred to as liquidation), before any assets of the Corporation
shall be paid to, set aside for or distributed to holders of issued and outstanding
shares of Common Stock or any other class of capital stock ranking subordinate
to the Cumulative Preferred Stock, each Cumulative Preferred Holder shall be
entitled to receive out of the assets of the Corporation or the proceeds
thereof, a preferential payment in an amount equal to the par value for each
share of Cumulative Preferred Stock held of record thereby, plus an amount equal
to all unpaid cumulative dividends accrued thereon, but without interest. Except
as provided herein, the Cumulative Preferred Holders shall not be entitled to
participate in any further distribution of the assets of the Corporation or
otherwise by reason of owning Cumulative Preferred Stock.  If the assets distributable upon a
liquidation shall be insufficient to permit the distribution to the Cumulative
Preferred Holders of the full preferential amounts to which such Cumulative
Preferred Holders shall be entitled, then such amounts shall be distributed
ratably among the Cumulative Preferred Holders in proportion to the respective
amounts which would otherwise be distributed to such Cumulative Preferred
Holders if such distribution was made in full. Neither the consolidation or
merger of the Corporation with or into any other corporation or corporations,
nor the sale or transfer by the Corporation of all or any part of its assets or
stock, shall be deemed to be a liquidation of the Corporation for purposes of
this Section A4.  10


5.             Priority Of Cumulative Preferred
Stock.  The Corporation shall not at
any time (either directly or through merger or consolidation with another corporation),
except with the affirmative vote of the Cumulative Preferred Holders of at
least two-thirds of the shares of the Cumulative Preferred Stock then
outstanding, voting as a single and separate class with one vote per share, (i) authorize
any class of capital stock ranking equal or prior to the Cumulative Preferred
Stock either as to rights on liquidation or redemption, or as to dividends; (ii) amend
the Corporations Certificate of Incorporation so as to affect adversely or
prejudice the relative rights, preferences or limitations of the shares of the
Cumulative Preferred Stock; or (iii) merge or consolidate with or into any
other corporation, or sell, lease, exchange, mortgage, pledge, or otherwise
dispose of all, or substantially all, of the property and assets of the
Corporation.  No vote or consent of the
Cumulative Preferred Holders, as a class, shall be required in connection with
the authorization of, or the increase of the total number of authorized shares
of, the Common Stock or any other class of stock ranking subordinate to the
Cumulative Preferred Stock as to rights on liquidation and redemption, and as
to dividends.  6.             Transfer Rights.  (a)           In the event a Cumulative Preferred
Holder should decide to sell, pledge, assign, exchange, hypothecate, encumber
or otherwise transfer or dispose of in any manner, whether voluntarily or by
operation of law (hereinafter collectively referred to as transfer), any
shares of Cumulative Preferred Stock, such Cumulative Preferred Holder
(hereinafter referred to as a Transferring Holder) shall first deliver
written notice thereof (Notice of Transfer) to the principal business office
of the Corporation to the attention of its Secretary.  Such Notice of Transfer shall specify (i) the
number of shares proposed to be transferred (Offered Shares); (ii) the
date of the proposed transfer (Transfer Date), which Transfer Date shall not
be less than 30 days after actual receipt by the Corporation of the Notice of
Transfer; (iii) the identity, including the complete name, address and
telephone number, of the proposed transferee of the Offered Shares (Proposed
Transferee); and (iv) the proposed consideration to be received and terms
of payment for the Offered Shares (collectively, Offering Price). The Notice
of Transfer shall constitute an offer to transfer all of the Offered Shares to
the Corporation and the date of such offer (Offer Date) shall be the date of
actual receipt by the Corporation of the Notice of Transfer.  The Notice of Transfer shall be delivered to
the Corporation accompanied by the certificate or certificates for the Offered
Shares, together with executed stock transfer instruments sufficient to effect
the transfer of all of the Offered Shares to the Corporation or the Proposed
Transferee, if and when any purchase thereof is effected by the Corporation or
by the Proposed Transferee pursuant to this Section A6, which shall be
held in trust for delivery by the Corporation for the account of the Transferring
Holder, if and when any purchase thereof is effected by the Corporation or by
the Proposed Transferee pursuant to this Section A6.  Such certificates when delivered shall
represent Offered Shares which are free and clear of all liens, claims and
encumbrances of every nature or kind whatsoever (other than the contingent
purchase  11


right of the Proposed
Transferee and any restrictions imposed by the federal and any applicable state
securities laws).  (b)(i)       For a period of 30 days after the Offer
Date (Option Period), the Corporation shall have the option and right to
purchase the Offered Shares at the price (Exercise Price) equal to the Offering
Price.  (ii)           In the event the Corporation shall
exercise its option and right to purchase the Offered Shares pursuant to clause
(i) hereof, as evidenced by a resolution of the Board of Directors of the
Corporation, the Corporation shall signify such exercise within the Option
Period by mailing to the Transferring Holder a written notice of such exercise
(Notice of Exercise), first class postage prepaid to the Transferring Holders
last address as shall appear upon the stock transfer records of the Corporation.  The Notice of Exercise shall specify that (A) the
Corporation is exercising its option and right to purchase the Offered Shares
pursuant to clause (i) hereof; (B) the total Exercise Price for all
of the Offered Shares being purchased by the Corporation; and (C) a business
day and hour within 15 days after the date of mailing the Notice of Exercise
for the closing of the purchase (Purchase Date).  Any Notice of Exercise which is mailed in the
manner provided herein shall be conclusively presumed to have been duly given
when mailed.  (iii)          If the Corporation does not duly give
the Notice of Exercise within the Option Period, the offer to the Corporation
shall thereupon lapse and the Transferring Holder may transfer the Offered
Shares to the Proposed Transferee within a period of 30 days thereafter without
restriction, but only in strict compliance with the terms of transfer set forth
in the Notice of Transfer, including, without limitation, the Offering
Price.  In the event the proposed
transfer of the Offered Shares to the Proposed Transferee is not consummated
within such 30 day period in accordance with the provisions of this clause
(iii), the restrictions of this Section A6 shall again apply.  The Offered Shares so transferred to the
Proposed Transferee, and the Proposed Transferee upon such transfer, shall
continue to be subject to all of the terms and conditions of this Article V,
including, without limitation, the provisions of this Section A6.  (c)           All certificates for shares of
Cumulative Preferred Stock shall bear an appropriate legend thereon reflecting
the restrictions on the transfer of such shares otherwise than pursuant to the
provisions of this Section A6.  (d)(i)       In the event a proposed transfer of the
Offered Shares to a Proposed Transferee or the Corporation shall not be
consummated for whatever reason whatsoever, the holder thereof, and the Offered
Shares not transferred, shall continue to be subject to the provisions of this Section A6.  (ii)           Notwithstanding the transfer of any Offered
Shares pursuant to this Section A6, the shares of Cumulative Preferred
Stock not transferred to the Proposed  12


Transferee or the Corporation
shall continue to be subject to the provisions of this Section A6.  (iii)          The provisions of this Section A6
shall apply to any and all shares of Cumulative Preferred Stock acquired by a
Cumulative Preferred Holder, whether by purchase, stock dividend, stock split
or otherwise.  (e)           In the event a Cumulative Preferred
Holder shall attempt to transfer such shares of Cumulative Preferred Stock
without complying with the provisions of this Section A6, including,
without limitation, any transfer by operation of law, or otherwise fails to
comply with such Cumulative Preferred Holders respective obligations
hereunder, the Corporation  shall have
the right and option to cancel all of the certificates evidencing the shares of
Cumulative Preferred Stock attempted to be transferred and to reissue stock
certificates representing such shares in the name of the Corporation upon the
payment to the Cumulative Preferred Holder thereof of the aggregate par value
for such shares; and the Cumulative Preferred Holder thereof shall indemnify
and hold the Corporation harmless from and against all costs, losses, damages,
liabilities and expenses as a result of such attempted transfer.  (f)            Notwithstanding anything in this Section A6
to the contrary, any transfer of shares of Cumulative Preferred Stock by a
Cumulative Preferred Holder may be made only in compliance with the Securities
Act of 1933, as amended, and applicable state blue sky statutes, or exemptions
therefrom.  B.  Preferred Stock.  The Board of Directors is hereby authorized, subject
to the provisions contained in this Article V, to issue the Preferred Stock
from time to time in one or more series, which Preferred Stock shall rank senior
to the Common Stock as to dividends and distribution of assets of the Corporation
on dissolution, as hereinafter provided, and shall have such distinctive
designations as may be stated in the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors.  In such resolution or resolutions providing
for the issuance of shares of a particular series of Preferred Stock, the Board
of Directors is hereby expressly authorized and empowered to fix the number of
shares constituting such series and to fix the relative rights and preferences
of the shares of the series so established to the full extent allowable by law except
insofar as such rights and preferences are fixed herein.  Such authorization in the Board of Directors shall
expressly include the authority to fix and determine the relative rights and
preferences of such shares in all respects including, without limitation, the
following:  1.the
rate of dividend;  2.whether
shares can be redeemed or called and, if so, the redemption or call price and
terms and conditions of redemption or call;  13


3.the
amount payable upon shares in the event of dissolution, voluntary and
involuntary liquidation or winding up of the affairs of the Corporation;  4.purchase,
retirement or sinking fund provisions, if any, for the call, redemption or
purchase of shares;  5.the
terms and conditions, if any, on which shares may be converted into Common
Stock or any other securities;  6.whether
or not shares have voting rights, and the extent of such voting rights, if any;
and  7.whether
shares shall be cumulative, noncumulative, or partially cumulative as to
dividends and the date from which any cumulative dividends are to accumulate.  ARTICLE VI  MEETINGS  Meetings of
the stockholders of the Corporation may be held within or without the State of
Delaware, as the Bylaws may provide.  The
books of the Corporation may be kept (subject to any provisions contained in
the statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the
Corporation. Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.  ARTICLE VII  BYLAWS  In the
furtherance and not in limitation of objects, purposes and powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation.  ARTICLE VIII  CREDITORS  Whenever a
compromise or arrangement is proposed between the Corporation and its creditors
or any class of them and/or between the Corporation and its stockholders or any
class of them, any court of equitable jurisdiction within the State of Delaware
may,  14


on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for the Corporation under the provisions
of Section 291 the General Corporation Law of the State of Delaware or on
the application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of the
General Corporation Law of the State of Delaware, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs.  If a
majority in number representing three fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.  ARTICLE IX  DIRECTOR LIABILITY  A director of
the Corporation shall have no personal liability to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, this Article shall not eliminate or limit the liability
of a director (i) for any breach of the directors duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit.  If the General Corporation Law of the State
of Delaware is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware. 
Any repeal or modification of this Article by the stockholders of
the Corporation shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director of the Corporation existing at the time
of such repeal or modification.  ARTICLE X  INDEMNIFICATION  The
Corporation shall have the power to provide indemnification to the fullest
extent permitted by Section 145 of the General Corporation Law of the State
of Delaware.  15


ARTICLE XI  AMENDMENTS  The
Corporation reserves the right to amend, alter, change or repeal any provisions
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.  THE
UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of
forming the Corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly has
hereunto set his hand this 29th day of August, 1996.   /s/ Andrew
  J. McKelveyAndrew J.
  McKelvey  16


STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 11:00 AM 12/09/1996960360050
  - 2658285  CERTIFICATE OF MERGER
OF
McKELVEY ENTERPRISES, INC., 
a New York corporation,  INTO  TELEPHONE MARKETING PROGRAMS INCORPORATED, 
a Delaware corporation  (UNDER
SECTION 252(c) OF THE GENERAL 
CORPORATION LAW OF THE STATE OF DELAWARE)  Telephone
Marketing Programs Incorporated, a Delaware corporation, hereby certifies that:  (1) The name and
state or jurisdiction of incorporation of each of the constituent corporations
are:  (a)McKelvey
Enterprises, Inc., a New York corporation; and (b)Telephone
Marketing Programs Incorporated, a Delaware corporation  (2) An agreement
of merger has been approved, adopted, certified, executed and acknowledged by
McKelvey Enterprises, Inc. and by Telephone Marketing Programs Incorporated in
accordance with the requirements of Section 252(c) of the General Corporation
Law of the State of Delaware  (3) The name of
surviving corporation is Telephone Marketing Programs lncorporated, as amended
by the provisions of Section (4) below.  (4)The certificate of incorporation of
Telephone Marketing Programs Incorporated, aDelaware corporation, as amended hereby, shall be the certificate of
incorporation of the surviving corporation. The certificate of incorporation of
Telephone Marketing Programs Incorporated is hereby amended by striking ARTICLE
I in its entirety and replacing therefor:  ARTICLE I  NAME  The name of the
corporation is TMP Worldwide Inc (the Corporation)  (5) The surviving
corporation is a corporation of the State of Delaware  (6) The executed
agreement of merger is on file at the principal place of business of Telephone
Marketing Programs Incorporated at:  Telephone
Marketing Programs Incorporated


1633 Broadway, 33rd Floor

New York, New York 10019 
Attn. Mr. Andrew J. McKelvey  (7) A copy of the
agreement of merger will be furnished by Telephone Marketing Programs
Incorporated, on request and without cost, to any stockholder of McKelvey
Enterprises, Inc. or Telephone Marketing Programs Incorporated.  (8) The authorized
capital stock of McKelvey Enterprises, Inc. consists of 2,200,000 shares, (i)
200,000 of which are of a class designated as 10.5% Cumulative Preferred Stock,
with a par value of $10.00 per share, and (ii) 2,000,000 of which are of a
class designated as Common Stock, with a par value of $.001 per share.  IN WITNESS
WHEREOF, Telephone Marketing Programs Incorporated, a Delaware corporation, has
caused this certificate to be signed by Andrew J McKelvey, its President, and
attested by Thomas G Collison, its Secretary, as of the 6th day of December,
1996.   ATTEST:
  
  Telephone
  Marketing Programs Incorporated, 
  a Delaware corporationBy:
  /s/ Thomas G. Collison
  
  By:
  /s/ Andrew J. McKelveyName:
  Thomas G. Collison
  
  
  Name:
  Andrew J. McKelveyTitle:
  Secretary
  
  
  Title:
  President


CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  WOODWARD DIRECT, INC.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide
Inc., a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this corporation
owns all of the outstanding shares of each class of the capital stock of
Woodward Direct, Inc., a Delaware corporation.  THIRD: That this
corporation, by the following resolutions of its Board of Directors, duly
adopted by unanimous written consent of its members dated December 10, 1997,
determined to and did merge into itself Woodward Direct, Inc.:  Resolved,
that this corporation merge, and it hereby does merge into itself Woodward
Direct, Inc., and assumes all of such corporations liabilities and
obligations; and further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge Woodward Direct, Inc.
and assume all of such corporations liabilities and obligations, and the date
of adoption thereof, and to cause the same to be filed with the Secretary of
State of the State of Delaware, and to prepare, execute and deliver all such
other documents and certificates and to take any and all actions as such
officer or officers may in his, her or their discretion deem necessary or
appropriate in order to carry out the full intent and purposes of the foregoing
resolutions, whether within or without the State of Delaware, the preparation,
execution, delivery or performance thereof by such officer or officers to be
conclusive evidence of the approval thereof by this corporation.  STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 12/23/1997971447103  2658285


IN WITNESS
WHEREOF, TMP Worldwide Inc. has caused this Certificate to be signed by Andrew
J. McKelvey, its Chairman, and attested by Thomas G. Collison, its Secretary,
this 18th day of December, 1997.  TMP
  Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelveyTitle: Chairman   ATTEST:/s/ Thomas G. CollisonBy: Thomas G. CollisonTitle: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED 09:01
  AM 12/23/1997971447115
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  TARGET ACQUISITION CORP.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide Inc.,
a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this
corporation owns all of the outstanding shares of each class of the capital
stock of Target Acquisition Corp., a Delaware corporation.  THIRD: That this
corporation, by the following resolutions of its Board of Directors, duly
adopted by unanimous written consent of its members dated December 10, 1997,
determined to and did merge into itself Target Acquisition Corp.:  Resolved,
that this corporation merge, and it hereby does merge into itself Target
Acquisition Corp., and assumes all of such corporations liabilities and
obligations; and further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge Target Acquisition
Corp. and assume all of such corporations liabilities and obligations, and the
date of adoption thereof, and to cause the same to be filed with the Secretary
of State of the State of Delaware, and to prepare, execute and deliver all such
other documents and certificates and to take any and all actions as such
officer or officers may in his, her or their discretion deem necessary or
appropriate in order to carry out the full intent and purposes of the foregoing
resolutions, whether within or without the State of Delaware, the preparation,
execution, delivery or performance thereof by such officer or officers to be
conclusive evidence of the approval thereof by this corporation.


IN WITNESS
WHEREOF, TMP Worldwide Inc. has caused this Certificate to be signed by Andrew
J. McKelvey, its Chairman, and attested by Thomas G. Collison, its Secretary,
this 18th day of December, 1997.  TMP Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelvey
  Title: Chairman   ATTEST:/s/ Thomas G. CollisonBy: Thomas G. Collison
  Title: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED 09:02
  AM 12/23/1997971447126
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  ROGERS ACQUISITION CORP.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide
Inc., a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this
corporation owns all of the outstanding shares of each class of the capital
stock of Rogers Acquisition Corp., a Delaware corporation.  THIRD: That this
corporation, by the following resolutions of its Board of Directors, duly
adopted by unanimous written consent of its members dated December 10, 1997,
determined to and did merge into itself Rogers Acquisition Corp.:  Resolved,
that this corporation merge, and it hereby does merge into itself Rogers Acquisition
Corp., and assumes all of such corporations liabilities and obligations; and
further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge Rogers Acquisition
Corp. and assume all of such corporations liabilities and obligations, and the
date of adoption thereof, and to cause the same to be filed with the Secretary
of State of the State of Delaware, and to prepare, execute and deliver all such
other documents and certificates and to take any and all actions as such
officer or officers may in his, her or their discretion deem necessary or
appropriate in order to carry out the full intent and purposes of the foregoing
resolutions, whether within or without the State of Delaware, the preparation,
execution, delivery or performance thereof by such officer or officers to be
conclusive evidence of the approval thereof by this corporation.


IN WITNESS WHEREOF, TMP Worldwide Inc. has caused this Certificate to be
signed by Andrew J. McKelvey, its Chairman, and attested by Thomas G. Collison,
its Secretary, this 18th day of December, 1997.  TMP Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelvey
  Title: Chairman   ATTEST:/s/ Thomas G. CollisonBy: Thomas G. Collison
  Title: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED 09:03
  AM 12/23/1997971447142
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  BBL ACQUISITION CORP.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide
Inc., a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this
corporation owns all of the outstanding shares of each class of the capital
stock of BBL Acquisition Corp., a Delaware corporation.  THIRD: That this
corporation, by the following resolutions of its Board of Directors, duly
adopted by unanimous written consent of its members dated December 10, 1997,
determined to and did merge into itself BBL Acquisition Corp.:  Resolved,
that this corporation merge, and it hereby does merge into itself BBL
Acquisition Corp. and assumes all of such corporations liabilities and
obligations; and further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge BBL Acquisition Corp.
and assume all of such corporations liabilities and obligations, and the date
of adoption thereof, and to cause the same to be filed with the Secretary of
State of the State of Delaware, and to prepare, execute and deliver all such
other documents and certificates and to take any and all actions as such
officer or officers may in his, her or their discretion deem necessary or
appropriate in order to carry out the full intent and purposes of the foregoing
resolutions, whether within or without the State of Delaware, the preparation,
execution, delivery or performance thereof by such officer or officers to be
conclusive evidence of the approval thereof by this corporation.


IN WITNESS
WHEREOF, TMP Worldwide Inc. has caused this Certificate to be signed by Andrew
J. McKelvey, its Chairman, and attested by Thomas G. Collison, its Secretary,
this 18th day of December, 1997.  TMP Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelvey
  Title: Chairman   ATTEST:/s/ Thomas G. CollisonBy: Thomas G. Collison
  Title: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED 09:04
  AM 12/23/1997971446011
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  DEUTSCH, SHEA &EVANS, INC.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide
Inc., a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this
corporation owns all of the outstanding shares of each class of the capital
stock of Deutsch, Shea & Evans, Inc., a Delaware corporation.  THIRD: That this
corporation, by the following resolutions of its Board of Directors, duly
adopted by unanimous written consent of its members dated December 10, 1997,
determined to and did merge into itself Deutsch, Shea & Evans, Inc.:  Resolved,
that this corporation merge, and it hereby does merge into itself Deutsch, Shea
& Evans, Inc., and assumes all of such corporations liabilities and
obligations; and further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge Deutsch, Shea &Evans, Inc. and assume all of such
corporations liabilities and obligations, and the date of adoption thereof,
and to cause the same to be filed with the Secretary of State of the State of
Delaware, and to prepare, execute and deliver all such other documents and
certificates and to take any and all actions as such officer or officers may in
his, her or their discretion deem necessary or appropriate in order to carry
out the full intent and purposes of the foregoing resolutions, whether within
or without the State of Delaware, the preparation, execution, delivery or
performance thereof by such officer or officers to be conclusive evidence of
the approval thereof by this corporation


IN WITNESS
WHEREOF, TMP Worldwide Inc. has caused this Certificate to be signed by Andrew
J. McKelvey, its Chairman, and attested by Thomas G. Collison, its Secretary,
this 18th day of December, 1997.  TMP Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelvey
  Title: Chairman   ATTEST:/s/ Thomas G. CollisonBy: Thomas G. Collison
  Title: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED 09:05
  AM 12/23/1997971446012
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  HGI ACQUISITION CORP.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide
Inc., a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this
corporation owns all of the outstanding shares of each class of the capital
stock of HGI Acquisition Corp., a Delaware corporation.  THIRD: That this corporation,
by the following resolutions of its Board of Directors, duly adopted by
unanimous written consent of its members dated December 10, 1997, determined to
and did merge into itself HGI Acquisition Corp.:  Resolved,
that this corporation merge, and it hereby does merge into itself HGI
Acquisition Corp., and assumes all of such corporations liabilities and
obligations; and further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge HGI Acquisition Corp.
and assume all of such corporations liabilities and obligations, and the date
of adoption thereof, and to cause the same to be filed with the Secretary of
State of the State of Delaware, and to prepare, execute and deliver all such
other documents and certificates and to take any and all actions as such
officer or officers may in his, her or their discretion deem necessary or
appropriate in order to carry out the full intent and purposes of the foregoing
resolutions, whether within or without the State of Delaware, the preparation,
execution, delivery or performance thereof by such officer or officers to be
conclusive evidence of the approval thereof by this corporation.


IN WITNESS
WHEREOF, TMP Worldwide Inc. has caused this Certificate to be signed by Andrew
J. McKelvey, its Chairman, and attested by Thomas G. Collison, its Secretary,
this 18th day of December, 1997.  TMP Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelveyTitle: Chairman   ATTEST:/s/ Thomas G. CollisonBy:  Thomas G.
  CollisonTitle: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 12/24/1997971448200
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  YPMS ACQUISITION, INC.  INTO  TMP WORLDWIDE INC.  (UNDER SECTION 253 OF
THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)  TMP Worldwide
Inc., a Delaware corporation, does hereby certify:  FIRST: That this
corporation was incorporated on the 30th day of August, 1996, pursuant to the
General Corporation Law of the State of Delaware.  SECOND: That this
corporation owns all of the outstanding shares of each class of the capital
stock of YPMS Acquisition, Inc., a Delaware corporation.  THIRD: That this
corporation, by the following resolutions of its Board of Directors, duly
adopted by unanimous written consent of its members dated December 10, 1997,
determined to and did merge into itself YPMS Acquisition, Inc.:  Resolved,
that this corporation merge, and it hereby does merge into itself YPMS
Acquisition, Inc., and assumes all of such corporations liabilities and
obligations; and further  Resolved,
that each of the officers of this corporation be, and each of them hereby is,
authorized and directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge YPMS Acquisition, Inc.
and assume all of such corporations liabilities and obligations, and the date
of adoption thereof, and to cause the same to be filed with the Secretary of
State of the State of Delaware, and to prepare, execute and deliver all such
other documents and certificates and to take any and all actions as such
officer or officers may in his, her or their discretion deem necessary or
appropriate in order to carry out the full intent and purposes of the foregoing
resolutions, whether within or without the State of Delaware, the preparation,
execution, delivery or performance thereof by such officer or officers to be
conclusive evidence of the approval thereof by this corporation.


IN WITNESS
WHEREOF, TMP Worldwide Inc. has caused this Certificate to be signed by Andrew
J.McKelvey, its Chairman, and
attested by Thomas G. Collison, its Secretary, this 18th day of December, 1997.  TMP Worldwide Inc./s/ Andrew J. McKelveyBy: Andrew J. McKelveyTitle: ChairmanATTEST:/s/ Thomas G. CollisonBy: Thomas G. CollisonTitle: Secretary


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 12/28/1998981503018
  - 2658285  CERTIFICATE OF MERGER  OF  STACKIG, INC.  AND  TMP WORLDWIDE INC.  It is hereby
certified that:  1.         The constituent business corporations
participating in the merger herein certified are:  (i)        Stackig, Inc., which is incorporated
under the laws of the District of Columbia; and  (ii)       TMP Worldwide Inc., which is incorporated
under the laws of the State of Delaware.  2.         A Plan and Agreement or Merger has been
approved, adopted, certified, executed, and acknowledged by each of the
aforesaid constituent corporations in accordance with the provisions of
subsection (c) of Section 252 of the General Corporation Law of the State of
Delaware, to wit, by Stackig, Inc. in accordance with the laws of the State of
its incorporation and by TMP Worldwide Inc. in the same manner as is provided
in Section 251 of the General Corporation Law of the State of Delaware.  3.         The name of the surviving corporation
in the merger herein certified is TMP Worldwide Inc., which will continue its
existence as said surviving corporation under TMP Worldwide Inc. upon the
effective date of said merger pursuant to the provisions of the General
Corporation Law of the State of Delaware.  4.         The Certificate of Incorporation of TMP
Worldwide Inc. as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.  5.         The executed Plan and Agreement of
Merger between the aforesaid constituent corporations is on file at an office
of the aforesaid surviving corporation, the address of which is as follows:


TMP Worldwide Inc. 
1633 Broadway 
33rd Floor 
New York, NY 10019  6.         A copy of the aforesaid Plan and
Agreement of Merger will be furnished by the aforesaid surviving corporation,
on request, and without cost, to any stockholder of each of the aforesaid
constituent corporations.  7.         The authorized capital stock of
Stackig, Inc. consists of 500 shares without par value.   Dated: December 23,
  1998.STACKIG, INC.By:
  /s/ Andrew J. McKelveyAndrew J. McKelveyPresidentDated: December 23,
  1998.TMP WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyAndrew J. McKelveyChief Executive Officer  2


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:01 AM 12/28/1998981503020
  - 2658285  CERTIFICATE OF MERGER  OF  JOHNSON, SMITH & KNISELY, INC.  AND  TMP WORLDWIDE INC.  It is hereby
certified that:  1.         The constituent business corporations
participating in the merger herein certified are:  (i)        Johnson, Smith & Knisely, Inc.,
which is incorporated under the laws of the State of New York; and  (ii)       TMP Worldwide Inc., which is incorporated
under the laws of the State of Delaware.  2.         An Agreement of Merger has been
approved, adopted, certified, executed, and acknowledged by each of the
aforesaid constituent corporations in accordance with the provisions of
subsection (c) of Section 252 of the General Corporation Law of the State of
Delaware, to wit, by Johnson, Smith & Knisely, Inc. in accordance with the
laws of the State of its incorporation and by TMP Worldwide Inc. in the same
manner as is provided in Section 251 of the General Corporation Law of the
State of Delaware.  3.         The name of the surviving corporation
in the merger herein certified is TMP Worldwide Inc., which will continue its
existence as said surviving corporation under TMP Worldwide Inc. upon the
effective date of said merger pursuant to the provisions of the General
Corporation Law of the State of Delaware.  4.         The Certificate of Incorporation of TMP
Worldwide Inc., as now in force and effect, shall continue to be the
Certificate of Incorporation of said surviving corporation until amended and
changed pursuant to the provisions of the General Corporation Law of the State
of Delaware.  5.         The executed Agreement of Merger
between the aforesaid constituent corporations is on file at an office of the
aforesaid surviving corporation, the address of which is as follows:


TMP
Worldwide Inc.
1633 Broadway 
33rd Floor 
New York, NY 10019  6.         A copy of the aforesaid
Agreement of Merger will be furnished by the aforesaid surviving corporation,
on request, and without cost, to any stockholder of each of the aforesaid
constituent corporations.  7.         The authorized capital
stock of Johnson, Smith & Knisely, Inc. consists of 20,000 of a par value of
$1.00 per share.   Dated: December 23,
  1998.JOHNSON, SMITH &
  KNISELY, INC.By:
  /s/ Andrew J. McKelveyAndrew J. McKelveyPresidentDated: December 23,
  1998.TMP WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyAndrew J. McKelveyChief Executive Officer  2


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:02 AM 12/28/1998981503023
  - 2658285   CERTIFICATE OF MERGER  OF  RECRUITMENT SOLUTIONS, INC.  AND  TMP WORLDWIDE INC.  It is hereby
certified that:  1.         The constituent business corporations
participating in the merger herein certified are:  (i)        Recruitment Solutions, Inc., which is
incorporated under the laws of the State of Massachusetts; and  (ii)       TMP Worldwide Inc., which is incorporated
under the laws of the State of Delaware.  2.         An Agreement of Merger has been
approved, adopted, certified, executed, and acknowledged by each of the
aforesaid constituent corporations in accordance with the provisions of
subsection (e) of Section 252 of the General Corporation Law of the State of
Delaware, to wit, by Recruitment Solutions, Inc. in accordance with the laws of
the State of its incorporation and by TMP Worldwide Inc. in the same manner as
is provided in Section 251 of the General Corporation Law of the State of
Delaware.  3.         The name of the surviving corporation
in the merger herein certified is TMP Worldwide Inc., which will continue its
existence as said surviving corporation under TMP Worldwide Inc. upon the
effective date of said merger pursuant to the provisions of the General
Corporation Law of the State of Delaware.  4.         The Certificate of Incorporation of TMP
Worldwide Inc., as now in force and effect, shall continue to be the
Certificate of Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.  5.         The executed Agreement of Merger
between the aforesaid constituent corporations is on file at an office of the
aforesaid surviving corporation, the address of which is as follows:


TMP Worldwide Inc.
1633 Broadway
33rd Floor
New York, NY 10019  6.         A copy of the aforesaid Agreement of
Merger will be furnished by the aforesaid surviving corporation, on request,
and without cost, to any stockholder of each of the aforesaid constituent
corporations.  7.         The authorized capital stock of
Recruitment Solutions, Inc. consists of 200,000 shares of Common Stock, of a
par value of $1.00 per share.  Dated: December 23,
  1998.RECRUITMENT
  SOLUTIONS, INC.By:
  /s/ Andrew J. McKelveyAndrew J. McKelveyChief Executive OfficerDated: December 23,
  1998.TMP
  WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyAndrew J. McKelveyChief Executive Officer  2


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  03:00 PM 02/16/2000001079491
  - 2658285   CERTIFICATE OF MERGER
OF
MICROSURF, INC. 
(a Delaware corporation)
INTO
TMP WORLDWIDE INC. 
(a Delaware corporation)  (Under
Section 251 of the General 
Corporation Law of the State of Delaware)  ********  The undersigned
corporation DOES HEREBY CERTIFY:  FIRST:           That the names and states of
incorporation of each of the constituentcorporations of the merger are as follows:  Name
  
  State of IncorporationMicrosurf, Inc.
  
  DelawareTMP Worldwide Inc.
  
  Delaware  SECOND:      That an Agreement and Plan of Merger
between the parties to the merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with the requirements of Section 251 of the General Corporation Law of the
State of Delaware.  THIRD:          That the name of the surviving
corporation of the merger is TMP Worldwide Inc., a Delaware corporation.  FOURTH:      That upon the effectiveness of the merger,
the Certificate of Incorporation of TMP Worldwide Inc., a Delaware corporation,
which is the surviving corporation, shall continue in full force and effect as
the Certificate of Incorporation of the surviving corporation.  FIFTH:           That the executed Agreement and Plan
of Merger is on file at an office of the surviving corporation, the address of
which is 1633 Broadway, 33rd Floor, New York, NY 10019.  SIXTH:          That a copy of the Agreement and Plan
of Merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation.


SEVENTH:
  
  That the merger shall become effective upon the
  filing of this Certificate with the Secretary of State of the State of
  Delaware in accordance with Section 251 of the General Corporation Law of the
  State of Delaware.  2


IN WITNESS
WHEREOF, TMP Worldwide Inc., a Delaware corporation, has caused this
Certificate of Merger to be signed by its duly authorized officer this 16th
day of February, 2000.   TMP Worldwide Inc.,a Delaware
  corporationBy:
  /s/ Thomas G. CollisonName: Thomas G.
  CollisonTitle:
    Secretary and Vice Chairman  3


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 03/01/2000001104828
  - 2658285   CERTIFICATE
OF OWNERSHIP AND MERGER  MERGING  NOLAN
RECRUITMENT ADVERTISING, INC.
(An Illinois Corporation)  INTO  TMP
WORLDWIDE INC.
(A Delaware Corporation)  It is hereby certified
that:  1.         TMP Worldwide Inc. (the Corporation), is a business
corporation of the State of Delaware.  2.         The Corporation is the owner of all of
the outstanding shares of Nolan Recruitment Advertising, Inc., which is a
business corporation of the State of Illinois  3.         The laws of the jurisdiction of
organization of Nolan Recruitment Advertising, Inc. permit a merger of a
business corporation of that jurisdiction with a business corporation of
another jurisdiction.  4.         The Corporation hereby merges Nolan
Recruitment Advertising, Inc. into the Corporation.  5.         The following copy of the resolutions
adopted on February 18th, 2000 by the Board of Directors of the
Corporation to merge the said Nolan Recruitment Advertising, Inc. into the
Corporation:  RESOLVED,
that Nolan Recruitment Advertising, Inc. be merged into this Corporation, and
that all of the estate, property, rights, privileges, powers and franchises of
Nolan Recruitment Advertising, Inc. be vested in and held and enjoyed by this
Corporation as fully and entirely and without change or diminution as the same
were before held and enjoyed by Nolan Recruitment Advertising, Inc. in its
name; and further  RESOLVED,
that this Corporation assume all of the obligations of Nolan Recruitment
Advertising, Inc.; and further  RESOLVED,
that this Corporation shall cause to be executed and filed and/or recorded the
documents prescribed by the laws of the State of Delaware, by the laws


of the State of Illinois,
and by the laws of any other appropriate jurisdiction and will cause to be
performed all necessary acts within the jurisdiction of organization of Nolan
Recruitment Advertising, Inc. and of this Corporation and in any other appropriate
jurisdiction.  Executed on this 18th
day of February, 2000.   TMP WORLDWIDE INC.By:
  /s/ Thomas G. CollisonTitle:
  Vice Chairman


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  02:30 PM 04/04/2000001171705
  - 2658285   CERTIFICATE OF MERGER OF GTR ADVERTISING, INC. 
(an Ohio corporation) INTO TMP WORLDWIDE INC. 
(a Delaware corporation)  (Under
Section 252 of the General 
Corporation Law of the State of Delaware)  ********  The undersigned
corporation DOES HEREBY CERTIFY:  FIRST:           That the names and states of
incorporation of each of the constituent corporations of the merger are as
follows:  Name
  
  State of IncorporationGTR Advertising, Inc.
  
  OhioTMP Worldwide Inc.
  
  Delaware  SECOND:      That an Agreement and Plan of Merger
between the parties to the merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with the requirements of subsection (c) of Section 252 of the General Corporation
Law of the State of Delaware.  THIRD:          That the name of the surviving
corporation of the merger is TMP Worldwide Inc., a Delaware corporation.  FOURTH:      That upon the effectiveness of the merger,
the Certificate of Incorporation of TMP Worldwide Inc., a Delaware corporation,
which is the surviving corporation, shall continue in full force and effect as
the Certificate of Incorporation of the surviving corporation.  FIFTH:           That the executed Agreement and Plan
of Merger is on file at an office of the surviving corporation, the address of
which is 1633 Broadway, 33rdFloor, New York, NY 10019.  SIXTH:          That a copy of the Agreement and Plan
of Merger will be furnished by the surviving corporation, on request and
without cost, to any stockholder of any constituent corporation.


SEVENTH:    The authorized capital stock of GTR
Advertising, Inc. consists of 3,000 shares of common stock, with no par value
per share.  EIGHTH:       That the merger shall become effective
upon the filing of this Certificate with the Secretary of State of the State of
Delaware in accordance with Section 252 of the General Corporation Law of the
State of Delaware.  2


IN WITNESS
WHEREOF, TMP Worldwide Inc., a Delaware corporation, has caused this
Certificate of Merger to be signed by its duly authorized officer this 4th
day of April 2000.   TMP Worldwide Inc.,
  a Delaware
  corporationBy:
  /s/ Thomas G. CollisonName: Thomas G.
  Collison
   Title: Secretary  3


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 06/20/2000001312276
  - 2658285  CERTIFICATE OF AMENDMENT  OF  CERTIFICATE OF INCORPORATION  OF  TMP WORLDWIDE INC.  *****  TMP
WORLDWIDE INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
(hereinafter called the Corporation) DOES
HEREBY CERTIFY:  FIRST: The first
clause of ARTICLE V of the Certificate of Incorporation of the Corporation is
hereby amended and replaced in its entirety with the following:  (1)     CLASSES AND NUMBER OF SHARES  The total number
of shares of all classes of stock which the Corporation has authority to issue
is one billion five hundred forty million (1,540,000,000) shares, consisting of
one billion five hundred million (1,500,000,000) shares of Common Stock, par
value $.001 per share (the Common Stock), thirty-nine million (39,000,000)
shares of Class B Common Stock, par value S.001 per share (the Class B Common
Stock), two hundred thousand (200,000) shares of 10.5% Cumulative Preferred
Stock, par value $10.00 per share (the Cumulative Preferred Stock), and eight
hundred thousand (800,000) shares of Preferred Stock, par value $ 001 per
share, which shall have such designations as may be authorized by the Board of
Directors from time to time (the Preferred Stock).  SECOND: The
Certificate of Amendment of Certificate of Incorporation herein certified was
duly adopted in accordance with the applicable provisions of Section 228 and 242 of theGeneral Corporation Lawof theState of Delaware.  IN
WITNESS WHEREOF, the undersigned has caused this Certificate
of Amendment of Certificate of Incorporation to be signed, under penalties of
perjury, and the facts stated herein are true and correct.  Dated: June 14, 2000  By:
  /s/ Andrew J. McKelveyAndrew J. McKelvey
  Chief Executive Officer


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED 11:00
  AM 08/31/2000001442347
  - 2658285  CERTIFICATE OF MERGER  OF  RICH, GARDNER &ASSOCIATES, LTD. 
(a Georgia corporation)
INTO
TMP WORLDWIDE INC. 
(a Delaware corporation)  (Under
Section 252 of the General 
Corporation Law of the State of Delaware)  ********  The undersigned
corporation DOES HEREBY CERTIFY:  FIRST: That the
names and states of incorporation of each of the constituent corporations of
the merger are as follows:  Name
  
  State
  of IncorporationRich, Gardner & Associates, Ltd.
  
  GeorgiaTMP Worldwide Inc.
  
  Delaware  SECOND: That an
Agreement and Plan of Merger between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of subsection (c)
of Section 252 of the General Corporation Law of the State of Delaware.  THIRD: That the
name of the surviving corporation of the merger is TMP Worldwide Inc., a
Delaware corporation.  FOURTH: That upon
the effectiveness of the merger, the Certificate of Incorporation of TMP
Worldwide Inc., a Delaware corporation, which is the surviving corporation,
shall continue in full force and effect as the Certificate of Incorporation of
the surviving corporation.  FIFTH: That the
executed Agreement and Plan of Merger is on file at an office of the surviving
corporation, the address of which is 622 Third Avenue, New York, New York
10017.  SIXTH: That a copy
of the Agreement and Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.


SEVENTH: The
authorized capital stock of Rich, Gardner & Associates, Ltd. consists of
10,000 shares of common stock, with $l.00 par value per share.  EIGHTH: That the
merger shall become effective upon the filing of this Certificate with the
Secretary of State of the State of Delaware in accordance with Section 252 of
the General Corporation Law of the State of Delaware.  IN WITNESS
WHEREOF, TMP Worldwide Inc., a Delaware corporation, has caused this
Certificate of Merger to be signed by its duly authorized officer this 31 day
of August 2000.   TMP Worldwide Inc.,  a Delaware corporationBy:
  /s/ Thomas G. CollisonName: Thomas G.
  Collison
  Title:   Vice Chairman  2


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 11/09/2000001564996
  - 2658285  CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE  AND OF REGISTERED AGENT  OF  TMP WORLDWIDE INC.  It is hereby certified
that:  1.         The name of the corporation (the corporation)
is TMP Worldwide Inc.  2.         The registered office of the
corporation within the State of Delaware is hereby changed to 2711 Centerville
Road, Suite 400, City ofWilmington
19808, County of New Castle.  3.         The registered agent of the corporation
within the State of Delaware is hereby changed to Corporation Service Company,
the business office of which is identical with the registered office of the
corporation as hereby changed.  4.         The corporation has authorized the
changes hereinbefore set forth by resolution of its Board of Directors.  Signed on 11/1/00  By:
  /s/ Andrew McKelveyName:
  Andrew McKelveyTitle:
  President


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 01/16/2001010025553
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  MILNAT ASSOCIATES INC.  (A New York Corporation)  INTO  TMP WORLDWIDE INC.
(A Delaware Corporation)  It is hereby certified
that:  1.         TMP Worldwide Inc. (the Corporation),
is a business corporation of the State of Delaware.  2.         The Corporation is the owner of all of
the outstanding shares of Milnat Associates Inc., which is a business
corporation of the State of New York.  3.         The laws of the jurisdiction of organization
of Milnat Associates Inc. permit a merger of a business corporation of that
jurisdiction with a business corporation of another jurisdiction.  4.         The Corporation hereby merges Milnat
Assoiciates Inc into the Corporation.  5.         The following copy of the resolutions
adopted on January 12,2001 by
the Board of Directors of the Corporation to merge the said Milnat Associates,
Inc. into the Corporation:  RESOLVED,
that Milnat Associates Inc. be merged into this Corporation, and that all of
the estate, property, rights, privileges, powers and franchises of Milnat
Associates Inc. be vested in and held and enjoyed by this Corporation as fully
and entirely and without change or diminution asthe same were before held and enjoyed by Milnat Associates,
Inc. in its name; and further  RESOLVED,
that this Corporation assume all of the obligations of Milnat Associates Inc.;
and further  RESOLVED,
that this Corporation shall cause to be executed and filed and/or recorded the
documents prescribed by the laws of the State of Delaware, by the laws of the
State of New York, and by the laws of any other appropriate jurisdiction and
will cause to be performed all necessary acts within the jurisdiction of
organization of Milnat Associates Inc. and of this Corporation and in any other
appropriate jurisdiction.


Executed on this 15th
day of January 2001.   TMP WORLDWIDE INC./s/ Myron OlesnyckyjName:
  Myron OlesnyckyjTitle:
  Vice President-General
  Counsel


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 03/12/2001010122669
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  CAMERON-NEWELL ADVERTISING, INC. 
(A California Corporation)  INTO  TMP WORLDWIDE INC. 
(A Delaware Corporation)  It is hereby certified
that:  1. TMP Worldwide
Inc. (the Corporation), is a business corporation of the State of Delaware.  2. The Corporation
is the owner of all of the outstanding shares of Cameron-Newell Advertising,
Inc., which is a business corporation of the State of California.  3. The laws of the
jurisdiction of organization of Cameron-Newell Advertising, Inc. permit a
merger of a business corporation of that jurisdiction with a business
corporation of another jurisdiction.  4. The Corporation
hereby merges Cameron-Newell Advertising, Inc. into the Corporation.  5. The following
copy of the resolutions adopted on March 9th, 2001 by the Board of
Directors of the Corporation to merge the said Cameron-Newell Advertising, Inc.
into the Corporation:  RESOLVED,
that TMP Worldwide Inc., which is a business corporation of the State of
Delaware and is the owner of all of the outstanding shares of Cameron-Newell
Advertising, Inc., which is a business corporation of the State of California,
does hereby merge Cameron-Newell Advertising, Inc. into TMP Worldwide Inc.
pursuant to the provisions of the General Corporation Law of the State of
California and pursuant to the provisions of the General Corporation Law of the
State of Delaware and does hereby assume all of the obligations and liabilities
of Cameron-Newell Advertising, Inc.; and further  RESOLVED,
that Cameron-Newell Advertising Inc. shall be the disappearing corporation upon
the effective date of the merger herein provided for pursuant to the provisions
of the General Corporation Law of the State of California, and TMP Worldwide
Inc. shall continue its existence as the surviving corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware; and further


RESOLVED,
that all of the estate, property, rights, privileges, powers and franchises of
Cameron-Newell Advertising, Inc. be vested in and held and enjoyed by TMP
Worldwide Inc. as fully and entirely and without change or diminution as the same
were before held and enjoyed by Cameron-Newell Advertising, Inc. in its name;
and further  RESOLVED,
that the Issued shares of Cameron-Newell Advertising, Inc. shall not be
converted in any manner, nor shall any cash or other consideration be paid or
delivered therefor, inasmuch as TMP Worldwide Inc. is the owner of all
outstanding shares of Cameron-Newell Advertising, Inc., but each said share
which is issued as of the complete effective date of the merger shall be
surrendered and extinguished; and further  RESOLVED,
that this Corporation shall cause to be executed and filed and/or recorded the
documents prescribed by the laws of the State of Delaware, by the laws of the
State of California, and by the laws of any other appropriate jurisdiction and
will cause to be performed all necessary acts within the jurisdiction of
organization of Cameron-Newell Associates, Inc. and of this Corporation and in
any other appropriate jurisdiction; and further  RESOLVED,
that the Board of Directors and the proper officers of TMP Worldwide Inc. are
hereby authorized, empowered and directed to do any and all acts and things,
and to make, execute, deliver, file, and/or record any and all instruments,
papers and documents which shall be or become necessary, proper or convenient
to carry out or put into effect any of the provisions of the merger herein
provided for; and further  RESOLVED,
that the merger herein provided for shall become effective in the State of
California upon the filing of the Certificate of Ownership with the Secretary
of State of the State of California and shall become effective in Delaware upon
the filing of the Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware.  Executed on this 9th
day of March 2001.   TMP WORLDWIDE INC./s/ Myron OlesnyckyjName: Myron Olesnyckyj
  Title:   Vice President-General Counsel


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 03/26/2001010186465
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  MERGING  HELP-AD, INC.
(A Kentucky Corporation)  INTO  TMP WORLDWIDE INC. 
(A Delaware Corporation)  It is hereby certified
that:  1. TMP Worldwide
Inc.(the Corporation), is a business corporation of the State of Delaware.  2. The Corporation
is the owner of all of the outstanding shares of Help-Ad, Inc., which is a
business corporation of the State of Kentucky.  3. The laws of the
jurisdiction of organization of Help-Ad, Inc. permit a merger of a business
corporation of that jurisdiction with a business corporation of another
jurisdiction.  4. The Corporation
hereby merges Help-Ad, Inc. into the Corporation.  5. The following
copy of the resolutions adopted on January 12, 2001 by the Board of Directors
of the Corporation to merge the said Help-Ad, Inc. into the Corporation:  RESOLVED,
that Help-Ad, Inc. be merged into this Corporation, and that all of the estate,
property, rights, privileges, powers and franchises of Help-Ad, Inc. be vested
in and held and enjoyed by this Corporation as fully and entirely and without
change or diminution as the same were before held and enjoyed by Help-Ad, Inc.
in its name; and further  RESOLVED,
that this Corporation assume all of the obligations of Help-Ad, Inc.; and
further  RESOLVED,
that this Corporation shall cause to be executed and filed and/or recorded the
documents prescribed by the laws of the State of Delaware, by the laws of the
State of Kentucky, and by the laws of any other appropriate jurisdiction and
will cause to be performed all necessary acts within the jurisdiction of
organization of Help-Ad, Inc. and of this Corporation and in any other
appropriate jurisdiction.


Executed on this 15th
day of January 2001.   TMP WORLDWIDE INC./s/ Myron OlesnyckyjName: Myron Olesnyckyj
  Title:   Vice President-General Counsel


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:00 AM 01/10/2002020018400
  - 2658285  CERTIFICATE OF OWNERSHIP AND MERGER  OF  SIMPATIX, INC.
(a Delaware corporation)  INTO  TMP WORLDWIDE INC. 
(a Delaware corporation)  (Pursuant
to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.         TMP Worldwide, Inc. (the Corporation)
is a business corporation of the state of Delaware.  2.         The Corporation owns all of the issued
and outstanding shares of capital stock of Simpatix, Inc., a corporation
incorporated under the laws of the state of Delaware.  3.         That, in accordance with the provisions
of Section 253 of the General Corporation Law of the state of Delaware, the
Board of Directors of the Corporation, by written consent dated December 21,
2001, duly adopted the following resolutions, which resolutions remain in full
force and effect on the date hereof and are set forth as follows:  RESOLVED,
that the Corporation shall merge into itself its wholly-owned subsidiary,
Simpatix, Inc., a company incorporated under the laws of the state of Delaware
(Simpatix), and that all of the estate, property, rights, privileges, powers
and franchises of Simpatix shall vest in and be held and enjoyed by the
Corporation as fully and entirely and without change or diminution as the same
were before held and enjoyed by Simpatix in its name; and it is further  RESOLVED
that the Corporation shall assume all of the obligations of Simpatix; and it is
further


RESOLVED
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation to execute and
deliver such documents and writings and to take such actions as may be
necessary or which such officers may deem appropriate to carry out the intent
and purposes of the foregoing resolutions, the execution and delivery or
performance thereof by such officer or officers of the Corporation to be
conclusive evidence of the approval by the Corporation of the terms and
conditions or the appropriateness thereof.  [remainder
of this page intentionally blank]


IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 31day of
December, 2001.   TMP
  INTERACTIVE, INC.By:
  /s/ Thomas G. CollisonName: Thomas G.
  CollisonTitle: Vice President


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  09:01 AM 01/10/2002020018405
  - 2658285   CERTIFICATE OF OWNERSHIP AND MERGER  OF  JWG ASSOCIATES INC.
(a Massachusetts corporation)  INTO  TMP WORLDWIDE, INC. 
(a Delaware corporation)  (Pursuant to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.         TMP Worldwide Inc. (the Corporation)
is a business corporation of the state of Delaware.  2.         The Corporation owns all of the issued
and outstanding shares of capital stock of JWG Associates, Inc., a company
incorporated under the laws of the commonwealth of Massachusetts (JWG).  3.         That, in accordance with the provisions
of Section 253 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation, by written consent dated December 31,
2001, duly adopted the following resolutions, which resolutions remain in full
force and effect on the date hereof and are set forth as follows:  RESOLVED,
that the Corporation shall merge into itself its wholly-owned subsidiary, JWG
Associates Inc., a company incorporated under the laws of the commonwealth of
Massachusetts (JWG), and that all of the estate, property, rights,
privileges, powers and franchises of JWG shall vest in and be held and enjoyed
by the Corporation as fully and entirely and without change or diminution as
the same were before held and enjoyed by JWG in its name; and it is further  RESOLVED
that the Corporation shall assume all of the obligations of JWG; and it is
further


RESOLVED
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation to execute and
deliver such documents and writings and to take such actions as may be
necessaryor which such officers
may deem appropriate to carry out the intent and purposes of the foregoing
resolutions, the execution and delivery or performance thereof by such officer
or officers of the Corporation to be conclusive evidence of the approval by the
Corporation of the terms and conditions or the appropriateness thereof.  [remainder of this page intentionally blank]


IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 31st day of December, 2001.   TMP WORLDWIDE INC.By:
  /s/ Thomas G. CollisonName: Thomas G.
  CollisonTitle:   Vice
  Chairman


STATE
  OF DELAWARESECRETARY
  OF STATEDIVISION
  OF CORPORATIONSFILED
  02:00 PM 04/03/2003030221965
  - 2658285   CERTIFICATE OF OWNERSHIP AND MERGER  OF  TMP MEDICAL LISTINGS, INC.
(a Georgia corporation)  INTO  TMP WORLDWIDE INC.
(a Delaware corporation)  (Pursuant
to Section 253 of the General
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.         TMP Worldwide Inc. (the Corporation)
is a business corporation of the State of Delaware.  2.         The Corporation owns all of the issued
and outstanding shares of capital stock of TMP Medical Listings, Inc., a
company incorporated under the laws of the State of Georgia (Listings)  3.         That, in accordance with the provisions
of Section 253 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation, by written consent dated March 24, 2003,
duly adopted the following resolutions, which resolutions remain in full force
and effect on the date hereof and are set forth as follows:  RESOLVED,
that the Corporation shall merge into itself its wholly-owned subsidiary,
Listings, and that all of the estate, property, rights, privileges, powers and
franchises of Listings shall vest in and be held and enjoyed by the Corporation
as fully and entirely and without change or diminution as the same were before
held and enjoyed by Listings in its name; and it is further  RESOLVED,
that the Plan of Merger presented to the Board of Directors of the Corporation,
providing for the merger of Listings with and into the Corporation be, and it
hereby is, approved and adopted by the Corporation; and it is further  RESOLVED
that the Corporation shall assume all of the obligations of Listings; and it is
further  1


RESOLVED,
that the shares of listings shall not be converted in any manner, but each said
share which is issued as of the effective date of the merger shall be
surrendered and extinguished; and it is further  RESOLVED,
that the separate existence of Listings shall cease upon the effective date of
the merger pursuant to the provisions of the Georgia Business Corporation Code;
and that the Corporation shall continue its existence as the surviving
corporation pursuant to the General Corporation Law of the State of Delaware;
and it is further  RESOLVED,
that the effective date of the merger herein provided for, insofar as the
provisions of the Georgia Business Corporation Code shall govern the same,
shall be the date of filing the Articles of Merger with the Secretary of State
of the State of Georgia; and it is further  RESOLVED,
that the effective date of the merger herein provided for, insofar as the
provisions of the General Corporation Law of the State of Delaware shall govern
the same, shall be the date of filing of the Certificate of Ownership and
Merger with the Secretary of State of the State of Delaware; and it is further  RESOLVED,
that in accordance with Section 1105.1 of the Georgia Business Corporation
Code, the Corporation shall request that a notice to be published in the
appropriate newspaper in substantially the following form:  NOTICE
OF MERGER Notice is given that
articles of merger which will effect a merger by and between TMP Medical
Listings, Inc., a Georgia corporation, with and into TMP Worldwide Inc., a
Delaware corporation, have been delivered to the Secretary of State for filing
in accordance with the Georgia Business Corporation Code. The name of the
surviving corporation in the merger is TMP Worldwide Inc., a corporation incorporated
in the State of Delaware. The registered office of such corporation is located
at 2711 Centerville Road Suite 400, Wilmington, DE 19808, and its registered
agent at such address is the Corporation Service Company.  ; and it is further  RESOLVED
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation to execute and
deliver such documents and writings and to take such actions as may be
necessary or which such officers may deem appropriate to carry out the intent
and purposes of the foregoing resolutions, the execution and delivery or
performance thereof by such officer or officers of the Corporation to be
conclusive evidence of the approval by the Corporation of the terms and
conditions or the appropriateness thereof.  [remainder of this page is intentionally blank]  2


IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 24th day of March, 2003.   TMP WORLDWIDE INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  President andChief Executive Officer  3


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  08:13 AM 04/29/2003FILED
  08:02 AM 04/29/2003SRV
  030275391 - 2658285 FILE       CERTIFICATE
OF OWNERSHIP AND MERGER  OF  MONSTER
WORLDWIDE, INC. (a Delaware
corporation)  INTO  TMP
WORLDWIDE INC. (a Delaware
corporation)  (Pursuant to Section 253 of
the General Corporation Law of the State
of Delaware)  ********  It is HEREBY CERTIFIED that:  1.    TMP
Worldwide Inc. (the Corporation) is a business corporation of the
State of Delaware.  2.    The
Corporation owns all of the issued and outstanding shares of capital stock of
Monster Worldwide, Inc., a business corporation of the State of Delaware (Monster
Worldwide).  3.    That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, by written
consent dated April 29, 2003, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED,
that the Corporation shall merge into itself its wholly-owned subsidiary,
Monster Worldwide, Inc., a company incorporated under the laws of the state of
Delaware (Monster Worldwide), and that all of the estate, property,
rights, privileges, powers and franchises of Monster Worldwide shall vest in
and be held and enjoyed by the Corporation as fully and entirely and without
change or diminution as the same were before held and enjoyed by Monster
Worldwide in its name; and it is further  RESOLVED,
that the Corporation shall assume all of the obligations of Monster Worldwide;
and it is further  RESOLVED,
that said merger shall become effective at 12:01 a.m. Eastern Daylight Time on
May 1, 2003.  1


RESOLVED,
that, upon the effectiveness of said merger, the name of the Corporation shall
be changed to Monster Worldwide, Inc, and Article I of the certificate of
incorporation of the Corporation shall be deleted in its entirety and replaced
with the following:  ARTICLE I  NAME  The name of the Corporation
is Monster Worldwide, Inc. (the Corporation)  ; and it is further  RESOLVED
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation, to execute and
deliver such documents and writings and to take such actions as may be
necessary or which such officers may deem appropriate to carry out the intent
and purposes of the foregoing resolutions, the execution and delivery or
performance thereof by such officer or officers of the Corporation to be
conclusive evidence of the approval by the Corporation of the terms and
conditions or the appropriateness thereof.  4.    This
Certificate shall be effective at 12:01 a.m., Eastern Daylight Time, on May 1,
2003.  [remainder of this page is
intentionally blank]  2


IN WITNESS WHEREOF, the Corporation has caused this
certificate to be duly executed by an authorized officer this 29th
day of April, 2003.   TMP
  WORLDWIDE INC.By:
  /s/
  Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman and CEO  3


State of
  DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  01:49 PM 02/27/2004FILED 01:49
  PM 02/27/2004SRV
  040148839 - 2658285 FILE   CERTIFICATE OF OWNERSHIP AND MERGER  OF  HIRINGTOOLS.COM, INC.  (A CALIFORNIA CORPORATION)  INTO  MONSTER WORLDWIDE, INC.  (A DELAWARE CORPORATION)  (Pursuant
to Section 253 of the General
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.         Monster Worldwide, Inc. (the Corporation)
is a business corporation of the State of Delaware.  2.         The Corporation owns all of the issued
and outstanding shares of capital stock of the HiringTools.com, Inc., a company
incorporated under the laws of the State of California (HiringTools).  3.         That, in accordance with the provisions
of Section 253 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation, at a meeting held on February 9, 2004,
duly adopted the following resolutions, which resolutions remain in full force
and effect on the date hereof and are set forth as follows:  RESOLVED,
that the Agreement and Plan of Merger, between the Corporation and HiringTools
in the form attached hereto as Exhibit C, be and it hereby is approved
and the Corporation shall merge into itself its wholly-owned subsidiary,
HiringTools, and that all of the estate, property, rights, privileges, powers
and franchises of HiringTools shall vest in and be held and enjoyed by the
Corporation as fully and entirely and without change or diminution as the same
were before held and enjoyed by HiringTools in its name; and it is further  RESOLVED,
that the Corporation shall assume all of the obligations of HiringTools; and it
is further  RESOLVED,
that the shares of HiringTools shall not be converted in any manner, but each
said share which is issued as of the effective date of the merger shall be
surrendered and extinguished; and it is further


RESOLVED,
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation to execute and
deliver such documents and writings and to take such actions as may be
necessary or which such officers may deem appropriate to carry out the intent
and purposes of the foregoing resolutions, the execution and delivery or
performance thereof by such officer or officers of the Corporation to be
conclusive evidence of the approval by the Corporation of the terms and
conditions or the appropriateness thereof.  4.That
the Agreement and Plan of Merger provides that the merger shall become
effective on February 29, 2004.  IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 26th day of February, 2004.   MONSTER
  WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman
  and CEO


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  01:49 PM 02/27/2004FILED 01:50
  PM 02/27/2004SRV 040148844
  - 2658285 FILE   CERTIFICATE OF OWNERSHIP AND MERGER  OF  CORPORATE COMMUNICATIONS, INC.  (A NORTH CAROLINA CORPORATION)  INTO  MONSTER WORLDWIDE, INC.  (A DELAWARE CORPORATION)  (Pursuant
to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the issued and outstanding shares of capital stock of
Corporate Communications, Inc., a company incorporated under the laws of the
State of North Carolina (Corporate Communications).  3.That,
in accordance with the provisions of Section 253 of the General Corporation Law
of the State of Delaware, the Board of Directors of the Corporation, at a
meeting held on February 9, 2004, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED,
that the Agreement and Plan of Merger, between the Corporation and Corporate
Communications in the form attached hereto as Exhibit A, be and it
hereby is approved and the Corporation shall merge into itself its wholly-owned
subsidiary, Corporate Communications, and that all of the estate, property,
rights, privileges, powers and franchises of Corporate Communications shall
vest in and be held and enjoyed by the Corporation as fully and entirely and
without change or diminution as the same were before held and enjoyed by
Corporate Communications in its name; and it is further  RESOLVED,
that the Corporation shall assume all of the obligations of Corporate
Communications; and it is further  RESOLVED,
that the shares of Corporate Communications shall not be converted in any
manner, but each said share which is issued as of the effective date of the
merger shall be surrendered and extinguished; and it is further


RESOLVED,
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation to execute and
deliver such documents and writings and to take such actions as may be
necessary or which such officers may deem appropriate to carry out the intent
and purposes of the foregoing resolutions, the execution and delivery or
performance thereof by such officer or officers of the Corporation to be
conclusive evidence of the approval by the Corporation of the terms and
conditions or the appropriateness thereof.  4.That
the Agreement and Plan of Merger provides that the merger shall become
effective on February 29, 2004.  IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 26th day of February, 2003.   MONSTER
  WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman
  and CEO


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  01:49 PM 02/27/2004FILED 01:51
  PM 02/27/2004SRV 040148846
  - 2658285 FILE     CERTIFICATE OF OWNERSHIP AND MERGER  OF  THE HAMEL GROUP, INC.  (A CALIFORNIA CORPORATION)  INTO  MONSTER WORLDWIDE, INC.  (A DELAWARE CORPORATION)  (Pursuant
to Section 253 of the General
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the issued and outstanding shares of capital stock of
The Hamel Group, Inc., a company incorporated under the laws of the State of
California (Hamel).  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on February 9, 2004, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED,
that the Agreement and Plan of Merger, between the Corporation and Hamel in the
form attached hereto as Exhibit B. be and it hereby is approved and the
Corporation shall merge into itself its wholly-owned subsidiary, Hamel, and
that all of the estate, property, rights, privileges, powers and franchises of
Hamel shall vest in and be held and enjoyed by the Corporation as fully and
entirely and without change or diminution as the same were before held and
enjoyed by Hamel in its name; and it is further  RESOLVED,
that the Corporation shall assume all of the obligations of Hamel; and it is
further  RESOLVED,
that the shares of Hamel shall not be converted in any manner, but each said
share which is issued as of the effective date of the merger shall be
surrendered and extinguished; and it is further


RESOLVED,
that the proper officers of the Corporation be and they hereby are authorized
and directed, in the name and on behalf of the Corporation to execute and
deliver such documents and writings and to take such actions as may be
necessary or which such officers may deem appropriate to carry out the intent
and purposes of the foregoing resolutions, the execution and delivery or
performance thereof by such officer or officers of the Corporation to be
conclusive evidence of the approval by the Corporation of the terms and
conditions or the appropriateness thereof.  4.That the
Agreement and Plan of Merger provides that the merger shall become effective on
February 29, 2004.  IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 26th day of February, 2004.   MONSTER WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman and CEO


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  07:06 PM 05/16/2005FILED 06:28
  PM 05/16/2005SRV 050400100
  - 2658285 FILE   CERTIFICATE
OF OWNERSHIP AND MERGER  OF  TMP
WORLDWIDE DIRECTIONAL MARKETING, INC.
(a Delaware corporation)  INTO  MONSTER
WORLDWIDE, INC.
(a Delaware corporation)  (Pursuant
to Section 253 of the General
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the outstanding shares of capital stock of TMP
Worldwide Directional Marketing, Inc. (TMP DM), which is also a business
corporation of the State of Delaware.  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on March 11, 2005, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED, that the
Corporation shall merge into itself its wholly-owned subsidiary, TMP Worldwide
Directional Marketing, Inc., a company incorporated under the laws of the state
of Delaware (TMP DM), and that all of the estate, property, rights,
privileges, powers and franchises of TMP DM shall vest in and be held and
enjoyed by the Corporation as fully and entirely and without change or
diminution as the same were before held and enjoyed by TMP DM in its name; and
it is further  RESOLVED, that the
Plan of Merger presented to the Board of Directors of the Corporation,
providing for the merger of TMP DM with and into the Corporation be, and it
hereby is, approved and adopted by the Corporation; and it is further  RESOLVED, that the
Corporation shall assume all of the obligations of TMP DM; and it is further  RESOLVED, that the
separate existence of TMP DM shall cease upon the effective date of the merger
pursuant to the provisions of the General Corporation Law of the State of  1


Delaware; and that the
Corporation shall continue its existence as the surviving corporation pursuant
to the General Corporation Law of the State of Delaware; and it is further  RESOLVED, that the
shares of TMP DM shall not be converted in any manner, but each said share
which is issued as of the effective date of the merger shall be surrendered and
extinguished; and it is further  RESOLVED that the
proper officers of the Corporation be and they hereby are authorized and
directed, in the name and on behalf of the Corporation to execute and deliver
such documents and writings and to take such actions as may be necessary or
which such officers may deem appropriate to carry out the intent and purposes
of the foregoing resolutions, the execution and delivery or performance thereof
by such officer or officers of the Corporation to be conclusive evidence of the
approval by the Corporation of the terms and conditions or the appropriateness
thereof.  2


IN WITNESS WHEREOF,
the parties hereto have caused this Certificate of Ownership and Merger to be
duly executed by their respective authorized officers this 16th day
of May, 2005.   TMP
  WORLDWIDE DIRECTIONAL
  MARKETING, INC.By:
  /s/Andrew J. McKelveyName:
  Andrew
  J. McKelveyTitle:
  PresidentMONSTER
  WORLDWIDE, INC.By:
  /s/Andrew J. McKelveyName:
  Andrew
  J. McKelveyTitle:
  Chairman
  and CEO  3


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  04:35 PM 05/20/2005FILED 04:45
  PM 05/20/2005SRV 050419798
  - 2658285 FILE   CERTIFICATE
OF OWNERSHIP AND MERGER  OF  TMP
WORLDWIDE INC.
(a Delaware corporation)  INTO  MONSTER
WORLDWIDE, INC.
(a Delaware corporation)  (Pursuant
to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the outstanding shares of capital stock of TMP
Worldwide Inc. (TMP), which is also a business corporation of the State of
Delaware.  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on March 11, 2005, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED, that the
Corporation shall merge into itself its wholly-owned subsidiary, TMP Worldwide
Inc., a company incorporated under the laws of the state of Delaware (TMP),
and that all of the estate, property, rights, privileges, powers and franchises
of TMP shall vest in and be held and enjoyed by the Corporation as fully and
entirely and without change or diminution as the same were before held and
enjoyed by TMP in its name; and it is further  RESOLVED, that the
Plan of Merger presented to the Board of Directors of the Corporation,
providing for the merger of TMP with and into the Corporation be, and it hereby
is, approved and adopted by the Corporation; and it is further  RESOLVED, that the
Corporation shall assume all of the obligations of TMP; and it is further  RESOLVED, that the
effective date for the merger herein provided for, insofar as the provisions of
the General Corporation Law of the State of Delaware shall govern the same,
shall be the date hereof; and it is further  1


RESOLVED, that the
separate existence of TMP shall cease upon the effective date of the merger
pursuant to the provisions of the General Corporation Law of the State of
Delaware; and that the Corporation shall continue its existence as the
surviving corporation pursuant to the General Corporation Law of the State of
Delaware; and it is further  RESOLVED, that the
shares of TMP shall not be converted in any manner, but each said share which
is issued as of the effective date of the merger shall be surrendered and
extinguished.  RESOLVED that the
proper officers of the Corporation be and they hereby are authorized and
directed, in the name and on behalf of the Corporation to execute and deliver
such documents and writings and to take such actions as may be necessary or
which such officers may deem appropriate to carry out the intent and purposes
of the foregoing resolutions, the execution and delivery or performance thereof
by such officer or officers of the Corporation to be conclusive evidence of the
approval by the Corporation of the terms and conditions or the appropriateness
thereof.  2


IN WITNESS
WHEREOF, the parties hereto have caused this Certificate of Ownership and
Merger to be duly executed by their respective authorized officers this 20 day
of May, 2005.   TMP
  WORLDWIDE INC.By:
  /s/Andrew J. McKelveyName:
  Andrew
  J. McKelveyTitle:
  PresidentMONSTER
  WORLDWIDE, INC.By:
  /s/Andrew J. McKelveyName:
  Andrew
  J. McKelveyTitle:
  Chairman
  and CEO  3


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  04:35 PM 05/20/2005FILED
  04:35 PM 05/20/2005SRV
  050419842 - 2658285 FILE      CERTIFICATE OF OWNERSHIP AND MERGER  OF  OCONNOR AGENCY 
(a California corporation)  INTO  MONSTER WORLDWIDE, INC. 
(a Delaware corporation)  (Pursuant to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the issued and outstanding shares of capital stock of OConnor
Agency, a company incorporated under the laws of the State of California (OConnor).  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on March 11, 2005, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED, that the
Corporation shall merge into itself its wholly-owned subsidiary, OConnor
Agency, a company incorporated under the laws of the state of California (OConnor),
and that all of the estate, property, rights, privileges, powers and franchises
of OConnor shall vest in and be held and enjoyed by the Corporation as fully
and entirely and without change or diminution as the same were before held and
enjoyed by OConnor in its name; and it is further  RESOLVED, that the
Plan of Merger presented to the Board of Directors of the Corporation,
providing for the merger of OConnor with and into the Corporation be, and it
hereby is, approved and adopted by the Corporation; and it is further  RESOLVED, that the
Corporation shall assume all of the obligations of OConnor; and it is further  RESOLVED, that the
effective date for the merger herein provided for, insofar as the provisions of
the General Corporation Law of the State of Delaware shall govern the same,
shall be the date hereof; and it is further  1


RESOLVED, that the
effective date of the merger herein provided for, insofar as the provisions of
the California Corporations Code shall govern the same, shall be the date
hereof; and it is further  RESOLVED, that the
separate existence of OConnor shall cease upon the effective date of the
merger pursuant to the provisions of the California Corporations Code; and that
the Corporation shall continue its existence as the surviving corporation
pursuant to the General Corporation Law of the State of Delaware; and it is
further  RESOLVED, that the
shares of OConnor shall not be converted in any manner, but each said share
which is issued as of the effective date of the merger shall be surrendered and
extinguished.  RESOLVED that the
proper officers of the Corporation be and they hereby are authorized and
directed, in the name and on behalf of the Corporation to execute and deliver
such documents and writings and to take such actions as may be necessary or
which such officers may deem appropriate to carry out the intent and purposes
of the foregoing resolutions, the execution and delivery or performance thereof
by such officer or officers of the Corporation to be conclusive evidence of the
approval by the Corporation of the terms and conditions or the appropriateness
thereof.  2


IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 20 day of May, 2005.   MONSTER WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman and CEO  3


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  04:35 PM 05/20/2005FILED
  04:35 PM 05/20/2005SRV
  050419924 - 2658285 FILE   CERTIFICATE OF OWNERSHIP AND MERGER  OF  TELEPHONE DIRECTORY ADVERTISING, INC. 
(a Georgia corporation)  INTO  MONSTER WORLDWIDE, INC. 
(a Delaware corporation)  (Pursuant to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the issued and outstanding shares of capital stock of
Telephone Directory Advertising, Inc., a company incorporated under the laws of
the State of Georgia (TDA).  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on March 11, 2005, duty adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED, that the
Corporation shall merge into itself its wholly-owned subsidiary, Telephone
Directory Advertising, Inc., a company incorporated under the laws of the state
of Georgia (TDA), and that all of the estate, property, rights, privileges,
powers and franchises of TDA shall vest in and be held and enjoyed by the
Corporation as fully and entirely and without change or diminution as the same
were before held and enjoyed by TDA in its name; and it is further  RESOLVED, that the
Plan of Merger presented to the Board of Directors of the Corporation,
providing for the merger of TDA with and into the Corporation be, and it hereby
is, approved and adopted by the Corporation; and it is further  RESOLVED, that the
Corporation shall assume all of the obligations of TDA; and it is further  RESOLVED, that the
effective date for the merger herein provided for, insofar as the provisions of
the General Corporation Law of the State of Delaware shall govern the same,
shall be the date hereof; and it is further  1


RESOLVED, that the
effective date of the merger herein provided for, insofar as the provisions of
the Georgia Business Corporation Code shall govern the same, shall be the date
hereof; and it is further  RESOLVED, that the
separate existence of TDA shall cease upon the effective date of the merger
pursuant to the provisions of the Georgia Business Corporation Code; and that the
Corporation shall continue its existence as the surviving corporation pursuant
to the General Corporation Law of the State of Delaware; and it is further  RESOLVED, that the
shares of TDA shall not be converted in any manner, but each said share which is
issued as of the effective date of the merger shall be surrendered and
extinguished.  RESOLVED that the
proper officers of the Corporation be and they hereby are authorized and
directed, in the name and on behalf of the Corporation to execute and deliver
such documents and writings and to take such actions as may be necessary or
which such officers may deem appropriate to carry out the intent and purposes
of the foregoing resolutions, the execution and delivery or performance thereof
by such officer or officers of the Corporation to be conclusive evidence of the
approval by the Corporation of the terms and conditions or the appropriateness
thereof.  2


IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 20 day of May, 2005.   MONSTER WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman and CEO  3


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  04:35 PM 05/20/2005FILED
  04:35 PM 05/20/2005SRV
  050420142 - 2658285 FILE   CERTIFICATE
OF OWNERSHIP AND MERGER  OF  IN2,
INC.
(a New York corporation)  INTO  MONSTER
WORLDWIDE, INC.
(a Delaware corporation)  (Pursuant
to Section 253 of the General
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the issued and outstanding shares of capital stock of
in2, Inc., a company incorporated under the laws of the State of New York (in2).  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on March 11, 2005, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED, that the
Corporation shall merge into itself its wholly-owned subsidiary, in2, Inc., a
company incorporated under the laws of the state of New York (in2), and that
all of the estate, property, rights, privileges, powers and franchises of in2
shall vest in and be held and enjoyed by the Corporation as fully and entirely
and without change or diminution as the same were before held and enjoyed by
in2 in its name; and it is further  RESOLVED, that the
Plan of Merger presented to the Board of Directors of the Corporation,
providing for the merger of in2 with and into the Corporation be, and it hereby
is, approved and adopted by the Corporation; and it is further  RESOLVED, that the
Corporation shall assume all of the obligations of in2; and it is further  RESOLVED, that the
effective date for the merger herein provided for, insofar as the provisions of
the General Corporation Law of the State of Delaware shall govern the same,
shall be the date hereof; and it is further  1


RESOLVED, that the
effective date of the merger herein provided for, insofar as the provisions of
the New York Business Corporation Law shall govern the same, shall be the date
hereof; and it is further  RESOLVED, that the
separate existence of in2 shall cease upon the effective date of the merger
pursuant to the provisions of the New York Business Corporation Law; and that
the Corporation shall continue its existence as the surviving corporation
pursuant to the General Corporation Law of the State of Delaware; and it is
further  RESOLVED, that the
shares of in2 shall not be converted in any manner, but each said share which
is issued as of the effective date of the merger shall be surrendered and
extinguished.  RESOLVED that the
proper officers of the Corporation be and they hereby are authorized and
directed, in the name and on behalf of the Corporation to execute and deliver
such documents and writings and to take such actions as may be necessary or
which such officers may deem appropriate to carry out the intent and purposes
of the foregoing resolutions, the execution and delivery or performance thereof
by such officer or officers of the Corporation to be conclusive evidence of the
approval by the Corporation of the terms and conditions or the appropriateness
thereof.  2


IN WITNESS
WHEREOF, the Corporation has caused this certificate to be duly executed by an
authorized officer this 20 day of May, 2005.   MONSTER WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman and CEO  3


State
  of DelawareSecretary
  of StateDivision
  of CorporationsDelivered
  04:35 PM 05/20/2005FILED 04:35
  PM 05/20/2005SRV 050419997
  - 2658285 FILE  CERTIFICATE
OF OWNERSHIP AMD MERGER  OF  PROVIDENCE
DIRECTORY SOLUTIONS, INC. 
(a Florida corporation)  INTO  MONSTER
WORLDWIDE, INC.
(a Delaware corporation)  (Pursuant
to Section 253 of the General 
Corporation Law of the State of Delaware)  ********  It is HEREBY
CERTIFIED that:  1.Monster
Worldwide, Inc. (the Corporation) is a business corporation of the State of
Delaware.  2.The
Corporation owns all of the issued and outstanding shares of capital stock of
Providence Directory Solutions, Inc., a company incorporated under the laws of
the State of Florida (Providence).  3.That, in
accordance with the provisions of Section 253 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation, at a meeting
held on March 11, 2005, duly adopted the following resolutions, which
resolutions remain in full force and effect on the date hereof and are set
forth as follows:  RESOLVED, that the
Corporation shall merge into itself its wholly-owned subsidiary, Providence
Directory Solutions, Inc., a company incorporated under the laws of the state
of Florida (Providence), and that all of the estate, property, rights,
privileges, powers and franchises of Providence shall vest in and be held and
enjoyed by the Corporation as fully and entirely and without change or
diminution as the same were before held and enjoyed by Providence in its name;
and it is further  RESOLVED, that the
Plan of Merger presented to the Board of Directors of the Corporation, providing
for the merger of Providence with and into the Corporation be, and it hereby
is, approved and adopted by the Corporation; and it is further  RESOLVED, that the
Corporation shall assume all of the obligations of Providence; and it is
further  RESOLVED, that the
effective date for the merger herein provided for, insofar as the provisions of
the General Corporation Law of the State of Delaware shall govern the same,
shall be the date hereof; and it is further  1


RESOLVED, that the
effective date of the merger herein provided for, insofar as the provisions of
the Florida Business Corporation Act shall govern the same, shall be the date
hereof; and it is further  RESOLVED, that the
separate existence of Providence shall cease upon the effective date of the
merger pursuant to the provisions of the Florida Business Corporation Act; and
that the Corporation shall continue its existence as the surviving corporation
pursuant to the General Corporation Law of the State of Delaware; and it is
further  RESOLVED, that the
shares of Providence shall not be converted in any manner, but each said share
which is issued as of the effective date of the merger shall be surrendered and
extinguished.  RESOLVED that the
proper officers of the Corporation be and they hereby are authorized and
directed, in the name and on behalf of the Corporation to execute and deliver
such documents and writings and to take such actions as may be necessary or
which such officers may deem appropriate to carry out the intent and purposes
of the foregoing resolutions, the execution and delivery or performance thereof
by such officer or officers of the Corporation to be conclusive evidence of the
approval by the Corporation of the terms and conditions or the appropriateness
thereof.  2


IN WITNESS
WHEREOF, Monster has caused this certificate to be duly executed by an
authorized officer this 20 day of May, 2005.   MONSTER
  WORLDWIDE, INC.By:
  /s/ Andrew J. McKelveyName:
  Andrew J. McKelveyTitle:
  Chairman and CEO  3