Exhibit 3.2


                              CERTIFICATE OF MERGER
                                       OF
                             SYNAPTX WORLDWIDE, INC.
                              (A UTAH CORPORATION)
                                      INTO
                                 PALADYNE CORP.
                            (A DELAWARE CORPORATION)


                           (Pursuant to Section 252 of
              the General Corporation Law of the State of Delaware)


          The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          1. The name and state of incorporation of each of the constituent
corporations (the "Constituent Corporations") to the merger (the "Merger") is as
follows:

          NAME                          STATE OF INCORPORATION
          ----                          ----------------------

     Synaptx Worldwide, Inc.                 Utah
     Paladyne Corp.                          Delaware


          2. An Agreement and Plan of Merger, dated January 19, 1999, between
the Constituent Corporations has been approved, adopted, certified, executed and
acknowledged by each of the Constituent Corporations in accordance with the
requirements of Section 252(c) of the General Corporation Law of the State of
Delaware.

          3. The name of the surviving corporation of the Merger is Paladyne
Corp. (the "Surviving Corporation"). Synaptx Worldwide, Inc. shall be the
merging corporation.

          4. The Certificate of Incorporation of the Surviving Corporation shall
be its Certificate of Incorporation.

          5. The executed Agreement and Plan of Merger is on file at the
principal place of business of the Surviving Corporation. The address of the
principal place of business of the Surviving Corporation is 615 Crescent
Executive Court, Suite 128, Lake Mary, Florida 32746.

          6. 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 either
Constituent Corporation.

          7. The authorized capital stock of each Constituent Corporation that
is not a corporation of the State of Delaware is as follows:


<PAGE>


          NAME                          AUTHORIZED CAPITAL STOCK
          ----                          ------------------------

     Synaptx Worldwide, Inc.            25,000,000 shares of Common Stock, $.001
                                        par value per share. 10,000,000 shares
                                        of Preferred Stock, $.001 par value per
                                        share.


          8. This Certificate of Merger shall be effective on the date and at
the time it is filed with the Secretary of State of the State of Delaware.

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on
this 3rd day of March, 1999.

                                        PALADYNE CORP.


                                        By:  /s/ Ronald L. Weindruch
                                           ------------------------------------
                                           Ronald L. Weindruch
                                           President and Chief Executive Officer


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