U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

          For the transition period from May 1, 1998 to June 30, 1998.

                         Commission file number 0-21853


                         CADAPULT GRAPHIC SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)


     Delaware                                                     87-0413539
(State or other jurisdiction                                    (IRS Employer
of incorporation or organization)                            Identification No.)

                 110 Commerce Drive, Allendale, New Jersey 07401
                    (Address of principal executive offices)

                                  201-236-1100
                           (Issuer's telephone number)

                               Seafoods Plus, Ltd.
           5525 South 900 East, Suite 110, Salt Lake City, Utah 84117
                                   December 31
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes x No____

     As of August 26, 1998, the registrant had 2,811,518 shares of common stock,
par value $.001 per share, outstanding.

     Transitional Small Business Disclosure Format (check one): Yes____ No _x_

<PAGE>

PART I - FINANCIAL INFORMATION
 
Item 1.           Financial Statements.
 
                  INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheet as of June 30, 1998 (unaudited)
     and April 30, 1998........................................................3

Consolidated Statements of Operations for the Two Months Ended 
     June 30, 1998 and 1997 (unaudited)........................................4

Consolidated Statement of Changes in Shareholder's Equity for 
     the Two Months Ended June 30, 1998 (unaudited)............................5

Consolidated Statements of Cash Flows for the Two Months 
     Ended June 30, 1998 and 1997 (unaudited)..................................6

Notes to Consolidated Financial Statements.....................................7


                                        2
<PAGE>

 
                 Cadapult Graphic Systems, Inc. and Subsidiaries
                  Consolidated Balance Sheets


<TABLE>        
<CAPTION>


                                    ASSETS                                       June 30, 1998 (Unaudited)           April 30, 1998
 <S>                                                                            <C>                                 <C>         
CURRENT ASSET
     Cash                                                                        $                  22,820           $       382,568
     Accounts Receivable, less allowance for doubtful acounts of $22,500                         1,653,624                 1,114,978
     Attorney Escrow Account                                                                       320,000                        - 
     Inventories                                                                                 1,057,084                   779,927
     Prepaid and refundable income taxes                                                            46,295                    46,295
     Prepaid expenses and other current assets                                                      38,591                    50,446
                                                                                -------------------------             --------------
     Total Current Assets                                                                        3,138,414                 2,374,214

PROPERTY AND EQUIPMENT, NET                                                                        232,024                   241,416
OTHER ASSETS:
     Goodwill and other intangible assets                                                          410,195                   415,797
     Security Deposits                                                                              31,343                    31,343
                                                                                -------------------------             --------------
                                                                                                   441,538                   447,140
TOTAL ASSETS                                                                     $               3,811,976            $    3,062,770
                                                                                =========================             ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES                                               
     Note payable to bank                                                        $                 695,000           $     1,000,000
     Current maturities of long-term debt                                                           89,220                    89,136
     Accounts Payable                                                                            1,936,974                 1,025,775
     Accrued Expenses and other current liabilities                                                131,510                   173,481
     Due to officer                                                                                 20,000                    20,000
     Deferred Revenue                                                                              144,600                   156,348
     Deferred income taxes                                                                             -                      10,000
                                                                                -------------------------             --------------
                                                                                                 3,017,304                 2,474,740
OTHER LIABILITIES
     Long-term debt, less current maturities                                                       156,990                   171,897
     Notes payable to related party                                                                 20,832                    70,832
                                                                                 -------------------------             -------------
                                                                                                   177,822                   242,729
COMMITMENTS
SHAREHOLDERS EQUITY
     Common Stock, .001 par value, Authorized 50,000,000 shares, issued 2,583,500 in                 2,583                     1,650
     June and 1,650,000 in April
     Additional paid-in capital                                                                    423,167                    43,650
     Retained Earnings                                                                             191,100                   300,001
                                                                                 -------------------------           ---------------
     Total Shareholder's equity                                                                    616,850                   345,301
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $               3,811,976           $     3,062,770
                                                                                 ===========================         ===============
</TABLE>

See accompanying notes to consolidated financial statements.





                                        3
<PAGE>

                 Cadapult Graphic Systems, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                          Two Months Ended June 30,
                                                                     1998                         1997
                                                            ----------------------       -------------------      
<S>                                                          <C>                           <C>

NET SALES                                                     $        1,623,754             $      821,633
                                                              ------------------             --------------
COSTS AND EXPENSES:
     Cost of sales                                                     1,237,942                    614,582
     Selling, general and administrative expenses                        482,819                    377,527
                                                              ------------------             --------------
LOSS FROM OPERATIONS                                                     (97,007)                  (170,476)
INTEREST EXPENSE                                                          21,894                      6,316
                                                              ------------------             --------------
LOSS BEFORE INCOME TAXES (CREDITS)                                     (118,901)                   (176,792)
INCOME TAX (CREDITS):
     Current                                                               -                        (25,000)
     Deferred                                                           (10,000)                    (22,800)
                                                              ------------------             ---------------
                                                                        (10,000)                    (47,800)

NET LOSS                                                      $        (108,901)           $      (128,992)
                                                              ==================           ================
WEIGHTED AVEERAGE COMMON SHARES OUTSTANDING                            1,799,940                  1,587,220
                                                              ==================           ================
NET LOSS PER COMMON SHARE - BASIC AND DILUTED                 $           (0.06)           $          (0.08)
                                                              ==================           ================
</TABLE>

See accompanying notes to consilidated financial statements.





                                        4
<PAGE>

                 Cadapult Graphic Sytems, Inc. and Subsidiaries
            Consolidated Statement of Changes in Shareholders' Equity
                     For the Two Months Ended June 30, 1998
                                  (Unaudited)


                                                       Common Stock
<TABLE>
<CAPTION>
                                                                              Additional                   Total
                                                                               Paid-in       Retained   Shareholders'
                                              Shares          Amount           Capital       Earnings      equity 
                                              ---------      ----------      -----------     --------    ------------
<S>                                          <C>             <C>             <C>              <C>          <C>    

BALANCES, APRIL 30, 1998                      1,650,000      $    1,650      $   43,650      $   300,001   $   345,301
YEAR ENDED JUNE 30, 1998
   Sale of Common Stock and shares
         to be issued through                                                                                         
   Private Placement                            256,000             256         319,744               -        320,000
   Issuance of Common Stock to                                                                                         
   former Seafoods                                                                                                     
   Plus Ltd. Shareholders in exchange                                                                                  
   for net assets                               571,450             571            (571)               -            -
   Issuance of Common Stock for                                                                                        
   services                                      66,068              66          10,384                -        10,450
   Issuance of Common Stock upon                                                                                       
   conversion of note payable to related                                                                               
   party                                         40,000              40          49,960                -        50,000
   Net loss                                           -               -               -         (108,901)     (108,901)
                                              ---------      ----------     -----------     -------------   ------------
BALANCES, JUNE 30, 1998                       2,583,518      $    2,584     $   423,167     $    191,100     $  616,850
                                              =========      ==========     ===========     ============     ==========

</TABLE>

See accompanying notes to consolidated financial statements.




                                        5
<PAGE>
                 Cadapult Graphic Systems, Inc. and Subsidiaries
                            Statements of Cash Flows
                                   (Unaudited)
                                           
<TABLE>
<CAPTION>
                                                                                          1998                 1997
                                                                                    ------------------    ----------------
<S>                                                                                 <C>                   <C>   
 CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                          $  (108,901)           $   (128,992)
    Adjustments to reconcile net loss to net cash flows from operating activities
       Depreciation and amortization                                                       19,063                       -
       Deferred income taxes                                                              (10,000)                (22,800)
       Common Stock issued for services                                                    10,450                       -
       Changes in operating assets and liabilities:
             Accounts receivable                                                         (538,646)                456,899

             Inventories                                                                 (277,157)               (190,085)
             Prepaid and refundable income taxes                                                -                 (25,000)
             Prepaid expenses and other current assets                                     11,855                  (1,338)
             Security deposits                                                                  -                  (6,000)
             Accounts payable                                                             911,199                 (23,127)
             Accrued expenses and other current liabilities                               (41,971)                  4,662
             Deferred revenu                                                              (11,748)                 64,918
                                                                                    ------------------    ----------------
                    Net Cash flows from operating activities                              (35,856)                129,138
                                                                                    ------------------    ----------------        
CASH FLOWS FROM INVESTING ACTIVITIES -                                                 
    Purchases of property and equipment                                                   (4,069)                  (9,769)
CASH FLOWS FROM FINANCING ACTIVITIES:                                               ------------------    ----------------
    Note payable to bank                                                                (305,000)                 100,000
    Payments on long term debt                                                           (14,823)                  (2,017)
    Advances from officer                                                                      -                   40,000
    Sale of common stock                                                                       -                   30,000
                                                                                    ------------------    ----------------
       Net cash flows from financing activities                                         (319,823)                 167,983
                                                                                    ------------------    ----------------
NET CHANGE IN CASH                                                                      (359,748)                 287,351
CASH, BEGINNING OF PERIOD                                                                382,568                   30,444
CASH, END OF PERIOD                                                                   $   22,820           $      317,795
                                                                                      ===========          ==============
SUPPLEMENTAL, CASH FLOW INFORMATION:       
    Interest paid                                                                     $   21,894           $        6,316
                                                                                    =============         ================
    Income taxes paid                                                                           -                       -
                                                                                   ==============         ================
    Proceeds from issuance of Common Stock in Escrow                                  $   320,000           $           -
                                                                                   ==============         ================
    Issuance of Common Stock upon conversion of Note payable to related party         $    50,000           $           -
                                                                                   ==============         ================
</TABLE>


See accompanying notes to consolidated financial statements.




                                        6
<PAGE>

                        CADAPULT GRAPHIC SYSTEMS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I - BASIS OF PRESENTATION:

     The  consolidated  balance sheet as of April 30, 1998 has been derived from
     the audited  balance sheet that will be included in the Company's Form 8K/A
     to be filed on or about  August 31, 1998 and is presented  for  comparative
     purposes.  All other  financial  statements  are  unaudited.  All  material
     intercompany accounts and transactions have been eliminated. In the opinion
     of  management,  all  adjustments,  which  include  only  normal  recurring
     adjustments necessary to present fairly the financial position,  results of
     operations  and cash flows for all periods  presented,  have been made. The
     results of operations for interim periods are not necessarily indicative of
     the operating results for the full year.

     Footnote  disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting  principles have been omitted
     in accordance  with the published  rules and  regulations of the Securities
     and  Exchange  Commission.   These  financial  statements  should  read  in
     conjunction with the financial statements and notes thereto included in the
     Company's 8K/A.

NOTE 2 - ORGANIZATION AND NATURE OF BUSINESS:

     Pursuant to an Agreement and Plan of Reorganization dated June 5, 1998 (the
     "Plan"),  between the Registrant;  Cadapult  Graphic  Systems,  Inc., a New
     Jersey corporation  ("Cadapult");  all of the stockholders of Cadapult (the
     "Cadapult  Stockholders");   Jenson  Services,  Inc.,  a  Utah  corporation
     ("Jenson   Services");   and  Duane  S.   Jenson  and   Jeffrey  D.  Jenson
     (collectively,   the  "Jensons"),  the  Cadapult  Stockholders  became  the
     controlling  stockholders  of the  Registrant in a transaction  viewed as a
     reverse acquisition,  and Cadapult became a wholly-owned  subsidiary of the
     Registrant.  The Plan was treated as a  recapitalizafion  of  Cadapult  for
     accounting  purposes,  and the closing date of the Plan was June. 18, 1998.
     The  historical  financial  statements of Seafoods  Plus Ltd.  prior to the
     merger will no longer be reported,  as Cadapult's  financial statements are
     now considered the financial statements of the ongoing reporting entity.

     On  August  10,  1998,  the  shareholders  approved  an  amendment  to  the
     Certificate  of  Incorporation  of the Company to change the Company's name
     from Seafoods Plus Ltd. to Cadapult Graphic Systems,  Inc. The shareholders
     also approved the reincorporation of the Company as a Delaware  corporation
     and a related  Agreement  and Plan of Merger  pursuant to which the Company
     will be  merged  into a  wholly-owned  Delaware  subsidiary.  The  Board of
     Directors of the Company and its New Jersey  Subsidiary  have  authorized a
     Parent/Subsidiary merger of the two companies.

                                        7
<PAGE>
    
     On June 24,  1998 the  Company  elected to change  its fiscal  year from a
     December  31 year  end to a June 30 year  end.  The  transition  period  is
     included herein.

     The  Company is engaged in the  business  of  providing  computer  graphics
     systems,   peripherals,   supplies,   training   and  service  to  graphics
     professionals.  The Company is a  value-added  dealer of computer  graphics
     equipment  and  supplies,  including  animation  and  design  software  and
     workstations, publishing software and workstations, file servers, networks,
     color  scanners  and color  printers  and copiers.  The  Company's  markets
     include advertising and marketing companies,  printers,  quick print shops,
     services bureaus,  animators and industrial designers, as well as the broad
     market for color printers.

NOTE 3 - PRIVATE PLACEMENT

     In August 1998, the Company  completed a private placement through the sale
     of 524,000  shares of its Common stock for  $655,000.  Expenses  associated
     with the private placement are estimated at $35,000,  providing the Company
     with net proceeds of $620,000.





                                        8
<PAGE>
    
Item 2.       Management's Discussion and Analysis or Plan of Operation.

The following  discussion and analysis  should be read in  conjunction  with the
information set forth in the unaudited  financial  statements and notes thereto,
included  elsewhere herein,  and the audited financial  statements and the notes
thereto, included in the Form 8K/A, to be filed on or about August 31, 1998.

Results of Operations
For the Two Months Ended June 30, 1998 and 1997

Sales. Consolidated sales for the two months ended June 30, 1998 compared to the
same period in 1997,  increased  approximately 100% to $1,623,754 from $821,633.
This  increase  was due to  additional  sales  of  $238,877  generated  from the
acquisition  of BBG  Technologies,  which was completed in March 1998,  and from
increased  sales to existing and new customers.  The revenue mix in 1998 between
systems,  supplies and services  has remained  comparable  to the same period in
1997.

Cost of  Sales.  Cost of Sales  for the two  months  ended  June 30,  1998  were
$1,237,942,   or  approximately  76%  of  sales,  as  compared  to  $614,582  or
approximately  75% of sales  for the  comparable  period  in  1997.  The Cost of
Revenues in 1998 have remained  consistent  from the same period in 1997,  along
with the revenue mix.

Selling,  General and  Administrative.  For the two months  ended June 30, 1998,
Selling,   General  and  Administrative  expenses  increased  to  $482,819  from
$377,527,  which represents a drop to 30% of sales from 46% of sales. The dollar
increase  in  1998  is due  mainly  to an  increase  in  legal,  accounting  and
consulting  fees  associated  with the merger and being a publicly held company,
and  to  amortization  of  goodwill   resulting  from  the  acquisition  of  BBG
Technologies  in March 1998.  The  percentage  decrease can be attributed to the
increase in sales as described above.

Interest  Expense.  For the two months  ended June 30,  1998,  Interest  expense
increased to $21,894 from $6,316.  The increase in 1998 is due  primarily to the
increase in borrowing due to the acquisition of BBG Technologies in March 1998.

Income  Taxes.  For the two months  ended June 30,  1998,  the  Company  has not
recorded  a  tax  benefit  of a net  operating  loss  carryforward  due  to  the
uncertainty of its future  utilization.  For the two months ended June 1997, the
Company was able to carry back its net operating losses.

Net Loss. For the two month period ended June 30, 1998,  the Company  incurred a
net loss of $108,901 or $0.06 per share as compared to a net loss of $128,992 or
$0.08 per share for the corresponding two month period ended June 30, 1997.




                                        9
<PAGE>

Liquidity and Capital Resources

The  Company  has an  agreement  with a bank  under  which it can  borrow  up to
$1,200,000  under a  revolving  line  of  credit,  subject  to  availability  of
collateral.  Borrowings  bear  interest  at 1% over the bank's  base  rate,  are
payable on demand and are  collateralized  by all assets of the  Company.  As of
June 30, 1998 the Company had used $695,000 of this line.

Through August of 1998, the Company  successfully  completed a private  offering
for $655,000 consisting of 524,000 shares of Common Stock at a purchase price of
$1.25.  As of June 30, 1998, the Company had on deposit  $320,000 with an escrow
agent,  which was  subsequently  released  to the Company in August,  1998.  The
Company plans to use the proceeds for strategic  acquisitions  complimentary  to
its core business.

The Company had a negative  cash flow of $359,748  for the two months ended June
30, 1998. This resulted primarily from the repayment of $305,000 from the credit
line and $14,823 on long term debt. Cash used in operations resulted in negative
cash flows of $35,856  which  consists of an increase in accounts  receivable of
$538,646  and an increase in  inventory  of  $277,157,  offset by an increase in
accounts payable of $911,199.

Seasonality

It is  anticipated  that  the  Company's  cash  flow  from  operations  will  be
significantly  greater  in the fall and  winter  months  than in the  spring and
summer  months  due to the  purchasing  cycles  associated  with  the  Company's
products.  In the event that the Company is unable to generate  sufficient  cash
flows from operations during the seasons of peak operations,  the Company may be
required to utilize other cash reserves (if any) or seek additional  equity/debt
financing to meet operating  expenses,  and there can be no assurance that there
will be any other cash reserves or that  additional  financing will be available
or, if available, on reasonable terms.

Year 2000 Discussion

Many computer  programs were designed to perform data  computations  on the last
two digits of the numerical value of the year. When computations referencing the
year 2000 are  performed,  these program may interpret -00- as the year 1900 and
could either corrupt the  date-related  computations or not process them at all.
As a result,  many  software  and  computer  systems  may need to be upgraded or
replaced in order comply with such year 2000 requirements.

The  Company  has  reviewed  all its  computer  systems,  which are  provided by
third-party  manufacturers.  The  manufacturers  have represented to the Company
that their  systems  are or will be year 2000  compliant.  However,  the Company
could be adversely impacted by year




                                       10
<PAGE>

     2000 issues faced by significant customers,  vendors, suppliers,  financial
service  organizations  and other third  parties with whom the Company  conducts
business.  The Company  still needs to  determine  the degree of its  customers,
vendors,  suppliers,  and  financial  service  organizations'  preparedness  and
whether alternate vendors,  suppliers,  and financial service organizations will
be needed or available in the event of any  disruption in the supply of goods or
services  to the  Company.  The  Company  still  needs to assess  its  potential
liability to such third parties if the Company is not year 2000  compliant.  The
Company  still needs to assess the potential  costs  related to addressing  year
2000 issues.  The Company does not presently have a contingency  plan related to
year 2000 issues and may create a  contingency  plan upon further  assessment of
the issues.

Forward Looking Statements

The  foregoing  management  discussion  and  analysis  contains  forward-looking
statements and information  that are based on management's  beliefs,  as well as
assumptions made by, and information  currently available to, management.  These
forward-looking  statements are based on many  assumptions and factors,  and are
subject to many conditions, including the Company's continuing ability to obtain
additional  financing,  dependence  on  contracts  with  suppliers,  competitive
pricing for the  Company's  products,  demand for the Company's  products  which
depends  upon  the  condition  of the  computer  industry,  and the  effects  of
increased  indebtedness  as a result  of the  Company's  business  acquisitions.
Except  for the  historical  information  contained  in this  new  release,  all
forward-looking  information  are estimates by the Company's  management and are
subject to various risks, uncertainties and other factors that may be beyond the
Company's  control  and may cause  results to differ from  management's  current
expectations, which may cause actual results, performance or achievements of the
Company  to  be  materially  different  from  future  results,   performance  or
achievements expressed or implied by such forward-looking statements.




                                       11
<PAGE>

PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.

     Between June and August 1998,  the Company  offered and sold 524,000 shares
of common stock,  par value $.001 per share,  at an aggregate price of $655,000,
in reliance  upon Sections  4(2) and/or 3(b) of the  Securities  Act of 1933, as
amended.  The closings for the offering occurred on July 17, 1998 and August 13,
1998.  The  Company  sold the  shares  of common  stock to a  limited  number of
persons.  The shares of common stock are not registered under the Securities Act
of 1933, as amended,  and may not be offered or sold in the United States absent
registration or an applicable  exemption from registration.  The Company intends
to use the proceeds for working capital  purposes,  including the acquisition of
other businesses.

Item 4.  Submission of Matters to a Vote of Security Holders.

     On August 10, 1998, the Company held a special meeting of  shareholders.  A
proposal to adopt the Company's 1998 Incentive  Plan,  pursuant to which options
to purchase  shares of common stock will be granted to employees,  directors and
others, was approved,  with 1,588,000 votes cast for, no votes cast against,  no
votes withheld, and no abstentions. A proposal to approve the reincorporation of
the Company as a Delaware corporation and a related Agreement and Plan of Merger
was approved,  with  1,588,000  votes cast for, no votes cast against,  no votes
withheld,  and no  abstentions.  A  proposal  to  approve  an  amendment  to the
Certificate of  Incorporation  to change the Company's  name was approved,  with
1,588,000  votes cast for,  no votes cast  against,  no votes  withheld,  and no
abstentions.

Item 5.  Other Information.
 
     Pursuant to proposals  submitted to a vote of  shareholders of the Company,
as stated in Item 4 above (the  "Shareholder  Actions"),  the  Company  plans to
reincorporate  in  Delaware  (the  "Reincorporation")  and has  adopted the 1998
Incentive  Plan  allowing  the  Company to grant  stock  awards of up to 500,000
shares of the Company's  common stock, par value $.001 per share (the "Incentive
Shares").  The Board of  Directors  of the Company and the  shareholders  of the
Company,  at a special  meeting of the  shareholders  held on August  10,  1998,
approved the  Shareholder  Actions.  The Company has submitted a Certificate  of
Merger in Delaware, which was filed on or about August 14, 1998, and Articles of
Merger in Utah,  which is expected to be filed in August  1998.  A  registration
statement  on Form  S-8  (the  "Registration  Statement")  was  filed  with  the
Securities and Exchange  Commission on August 13, 1998 to register the Incentive
Shares.

     In order to accomplish the  Reincorporation  in accordance with the laws of
the States of Utah and Delaware,  the Company  proposed to merge (the  "Merger")
with  and  into  Cadapult   Graphic  Systems,   Inc.,  a  Delaware   corporation
("Cadapult"),  pursuant to the terms and provisions of the Plan and Agreement of
Merger (the  "Merger  Plan"),  which is filed as Exhibit 2.1 hereto.  Under Utah
law,  shareholders  who oppose  the  proposed  Merger  have the right to receive
payment  for the  estimated  fair value of their  shares if they comply with the
dissenters'  rights provisions under the Utah Revised Business  Corporation Act.
The   Company   received   no  notice   from  any   shareholder   opposing   the
Reincorporation.




                                       12
<PAGE>

     Under  the  terms  of the  Merger  Plan,  Cadapult  will  be the  surviving
corporation;  the  separate  corporate  existence  of the  Company  will  cease;
Cadapult  will  succeed  to  all  of  the  business,   properties,  assets,  and
liabilities  of the  Company;  the  directors,  officers,  and  employees of the
Company will become the  directors,  officers,  and employees of Cadapult;  each
outstanding share of the Company's common stock will be automatically  converted
into one share of  Cadapult's  common  stock.  On  completion  of the  change of
domicile,  the Company will be governed by the Certificate of Incorporation  and
the Bylaws of Cadapult,  filed  herewith as Exhibits 3.1 and 3.2,  respectively.
According to Utah and Delaware law, the Merger will become effective immediately
upon filing of the Delaware  Certificate  of Merger and Utah Articles of Merger.
Immediately  following the merger and  Reincorporation and at the effective time
of the merger and  Reincorporation,  all stock  certificates  which  represented
shares of common stock of the Company shall automatically represent and evidence
ownership of shares of common stock of Cadapult.

     For  more  information  about  the  Merger,  see the  Company's  definitive
Schedule 14C Information Statement filed on July 20, 1998.

     Under  the  Certificate  of  Incorporation  and  Bylaws  of  Cadapult,  the
authorized  capital  stock of the Company will consist of  50,000,000  shares of
common stock,  par value $.001 per share. As of the effective date of the merger
and  Reincorporation,  the Company will have  approximately  2,811,518 shares of
common stock outstanding,  and will have reserved approximately 1,300,000 shares
of common stock for issuance upon exercise of  outstanding  options and pursuant
to the 1998 Incentive Plan.

     The holders of common stock are entitled to one vote per share with respect
to all  matters  required  by law to be  submitted  to the  stockholders  of the
Company.  The  holders of Common  Stock  have the sole right to vote,  except as
otherwise provided by law or by the Company's Certificate of Incorporation.  The
common  stock does not have any  cumulative  voting  rights.  A majority  of the
issued and  outstanding  common  stock  constitutes  a quorum at any  meeting of
stockholders and the vote by the holders of a majority of the outstanding shares
is required to effect certain fundamental corporate changes such as liquidation,
merger or amendment of the Certificate of Incorporation.

     Holders of shares of common  stock are entitled to receive  dividends,  if,
as, and when  declared by the Board out of funds  legally  available  therefore.
Upon liquidation of the Company,  holders of shares of common stock are entitled
to share  ratably  in all  assets of the  Company  remaining  after  payment  of
liabilities.  Holders  of shares of common  stock have no  preemptive  rights or
other  rights to  subscribe  for  unissued  or  treasury  shares  or  securities
convertible into shares.  The outstanding  shares of common stock are fully paid
and nonassessable.




                                       13
<PAGE>

     The Delaware General Corporation Law permits a corporation to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
was a  director,  officer,  employee  or agent of the  corporation  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against  expenses,  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection  with such action.  In an
action brought to obtain a judgment in the corporation's  favor,  whether by the
corporation  itself or derivatively  by a stockholder,  the corporation may only
indemnify for  expenses,  including  attorneys'  fees,  actually and  reasonably
incurred in connection  with the defense or  settlement of such action,  and the
corporation  may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no  indemnification  may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation  except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding,  the indemnification  may extent to judgments,  fines and amounts
paid in  settlement,  actually and reasonably  incurred in connection  with such
other proceedings, as well as to expenses.

     The  statute  does not permit  indemnification  unless  the person  seeking
indemnification has acted in good faith and in a manner reasonably believe to be
in, or not opposed to, the best interests of the corporation and, in the case of
criminal  actions or proceedings,  the person had no reasonably cause to believe
his conduct was unlawful. The statute contains additional limitations applicable
to criminal actions and to actions brought by or in the name of the corporation.
The  determination  as to whether a person seeking  indemnification  has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterest members of the board of directors,  (2) by independent legal counsel
in a written  opinion,  if such a quorum does not exist or if the  disinterested
directors so direct, or (3) by the stockholders.

     The  Certificate  of  Incorporation  of  Cadapult  requires  the Company to
indemnify its directors to the fullest extent  permitted under Delaware law. The
Certificate of Incorporation  limits the personal liability of a director to the
corporation  or  its  stockholders  for  monetary  damages  for  breach  of  the
director's fiduciary duty.




                                       14
<PAGE>

     The Board of Directors of Cadapult and Cadapult Graphic Systems Inc., a New
Jersey corporation ("CGSI"), the Company's wholly-owned subsidiary, approved the
parent- subsidiary merger of CGSI into the Company following its Reincorporation
into Delaware (the  "Merger").  In order to accomplish  the Merger in accordance
with the laws of the States of New Jersey and  Delaware,  CGSI proposed to merge
with and into  Cadapult,  pursuant to the terms and  provisions  of the Plan and
Agreement  of Merger (the  "Parent  Merger  Plan") which is filed as Exhibit 2.2
hereto.

     Under the terms of the Parent  Merger Plan,  Cadapult will be the surviving
corporation;  the separate corporate existence of CGSI will cease; Cadapult will
succeed to all of the business, properties, assets, and liabilities of CGSI; the
directors,  officers, and employees of CGSI will become the directors, officers,
and employees of Cadapult; all outstanding shares of CGSI will be cancelled.  On
completion  of the Merger,  the Company will be governed by the  Certificate  of
Incorporation  and the Bylaws of  Cadapult,  filed  herewith as Exhibits 3.1 and
3.2,  respectively.  According to New Jersey and  Delaware  law, the Merger will
become  effective  immediately  upon  filing  of  the  Delaware  Certificate  of
Ownership and Merger and New Jersey Certificate of Merger. Immediately following
the Merger,  all stock  certificates which represented shares of common stock of
CGSI shall automatically be cancelled.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits.

         The following exhibits are filed with this report:

Exhibit 2.1:    Agreement and Plan of Merger between the Company and Cadapult
 
Exhibit 2.2:    Agreement and Plan of Merger Cadapult and CSGI

Exhibit 3.1:    Certificate of Incorporation of Cadapult
 
Exhibit 3.2:    Bylaws of Cadapult

Exhibit 11.1:   Statement Concerning Computation of Per Share Earnings is hereby
incorporated by reference to "Financial Statements" of Part I - Financial
Information, Item 1 - Financial Statements, contained in this Form 10-QSB.
 
Exhibit 27.1:   Financial Data Schedule for the Two Months Ended June 30, 1998

(b)      Reports on Form 8-K.
 




                                       15
<PAGE>

     On July 7, 1998, the Company submitted a Form 8-K reporting the acquisition
of Cadapult Graphic Systems, Inc.

     On July 10, 1998, the Company  submitted a Form 8-K reporting the change in
its fiscal year.

     On July 13, 1998, the Company  submitted a Form 8-K reporting the dismissal
of its former principal accountants.

     On July 13, 1998, the Company  submitted a Form 8-K reporting the selection
of its new principal accountants.

     On or about August 31, 1998, the Company  submitted a Form 8-K/A,  amending
its Form 8-K filed on July 7, 1998.







                                       16
<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  CADAPULT GRAPHIC SYSTEMS, INC.
 

Date:    August 31, 1998          /s/ Michael W. Levin
                                  Michael W. Levin
                                  President and Chief Executive Officer

                                       17
<PAGE>

                                    EXHIBITS


Exhibit Number     Description of Exhibit

2.1                Agreement and Plan of Merger between the Company and Cadapult
 
2.2                Agreement and Plan of Merger Cadapult and CSGI

3.1                Certificate of Incorporation of Cadapult
 
3.2                Bylaws of Cadapult

27.1               Financial Data Schedule




                                       18
<PAGE>
                                                                     EXHIBIT 2.1
                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND PLAN OF MERGER,  dated  this 10th day of  August,  1998 (the
"Agreement"), pursuant to Section 252 of the General Corporation Law of Delaware
and Section  16-10a-1107 of the Utah Business  Corporation Act between  Cadapult
Graphic Systems,  Inc., a Delaware corporation ("CGSI") and Seafoods Plus, Inc.,
a Utah corporation ("SPL").
 
                                WITNESSETH THAT:

     WHEREAS, all of the constituent  corporations desire to merge into a single
corporation;

     NOW,  THEREFORE,  the  corporations,  parties to this Agreement and Plan of
Merger,  in consideration of the premises and the mutual  covenants,  agreements
and provisions contained herein, do hereby prescribe the terms and conditions of
said merger and plan of carrying the same into effect, as follows:

     FIRST:  SPL,  which shall be the merged  corporation,  shall be merged into
CGSI,  which shall be the surviving  corporation,  pursuant to the terms of this
Agreement.

     SECOND:  There  are no shares of  common  stock or  preferred  stock of the
surviving  corporation  heretofore issued or outstanding.  SPL has an authorized
capital of 50,000,000 shares of common stock, $.001 par value per share ("Common
Stock"), and 2,287,518 shares of Common Stock issued and outstanding on the date
hereof. Upon filing of Certificate of Merger and Articles of Merger with respect
to the merger with the Secretary of State of Delaware and the Secretary of State
of Utah, each share of common stock of SPL, the merged  corporation,  issued and
outstanding  immediately  prior to the merger and all rights in respect  thereof
shall  forthwith be changed and converted  into one share of common stock of the
surviving corporation, CGSI ("DE Common Stock"). Following the effective date of
the merger,  each holder of any certificate  representing shares of Common Stock
of the merged corporation shall surrender the same to the surviving corporation,
and upon such  surrender,  each such holder shall be entitled to receive a stock
certificate of the surviving  corporation,  representing the number of shares of
DE Common Stock, par value $.001 per share, of the surviving  corporation on the
basis provided hereinabove.  Until so surrendered,  any certificate representing
shares of stock of the  merged  corporation  to be  converted  into stock of the
surviving  corporation  as  provided  herein,  may be treated  by the  surviving
corporation for all corporate  purposes as evidencing the ownership of shares of
the surviving corporation as though said surrender and exchange shall have taken
place. After the effective date of this Agreement,  any uncertificated shares of
common stock of the merged corporation registered with such corporation shall be
cancelled, and the holder of any such uncertificated but registered shares shall
be entitled to receive the number of shares of DE Common Stock of the  surviving
corporation  into  which  such  uncertificated  shares  of stock  of the  merged
corporation are required to be converted as provided herein.



                                       19
<PAGE>
       
     THIRD: Certain terms and conditions of the merger are as follows:
 
          (a) The Certificate of  Incorporation of CGSI as in effect on the date
     of the  merger  provided  for in this  Agreement  and Plan of Merger  shall
     continue in full force and effect as the  Certificate of  Incorporation  of
     the corporation  surviving this merger,  unless and until the same shall be
     amended or modified in  accordance  with the  provision  thereof and of the
     General  Corporation  Law of  Delaware,  which  power to amend or modify is
     hereby  expressly   reserved.   Such  Certificate  of  Incorporation  shall
     constitute the Certificate of Incorporation of CGSI separate and apart from
     this  Agreement and Plan of Merger and may be  separately  certified as the
     Certificate of Incorporation of CGSI.
 
          (b) The  Bylaws  of the  surviving  corporation  as they  exist on the
     effective  date of this  merger  shall  be and  remain  the  Bylaws  of the
     surviving corporation until the same shall be altered,  amended or repealed
     as therein provided.
 
          (c) The  directors  and officers of the  surviving  corporation  shall
     continue in office as directors and officers of the  surviving  corporation
     until the next annual meeting of  stockholders  and until their  successors
     shall have been elected and qualify.
 
          (d) This merger shall become  effective upon filing of the Certificate
     of  Merger  of CGSI  and the  Articles  of  Merger  of SPL in the  forms of
     Exhibits A and B annexed hereto, respectively,  with the Secretary of State
     of Delaware and the Secretary of State of Utah.
 
          (e) Upon the  effectiveness of the merger as provided  herein,  all of
     the  property,  rights,  privileges,   franchises,   patents,   trademarks,
     licenses,  registrations  and other assets of every kind and description of
     the merged  corporations  shall be  transferred  to, vested in, and devolve
     upon  the  surviving  corporation  without  further  act or  deed,  and all
     property, rights, and every other interest of the surviving corporation and
     the  merged  corporations  shall  be as  effectively  the  property  of the
     surviving  corporation  as they were of the surviving  corporation  and the
     merged corporation, respectively.





                                       20
<PAGE>

          (f) Prior to the effectiveness of the merger, the merged  corporations
     hereby  agree from time to time,  as and when  requested  by the  surviving
     corporation  or by its  successors  or  assigns,  to execute and deliver or
     cause  to  be  executed  and  delivered  all  such  documents,   deeds  and
     instruments  and to take or cause to be taken such  further or other action
     as the surviving  corporation  may deem  necessary or desirable in order to
     vest in and confirm to the surviving corporation title to and possession of
     any  property  of the merged  corporations  acquired  or to be  acquired by
     reason of or as a result of the merger herein provided for and otherwise to
     carry out the intent and  purposes  hereof,  and the  proper  officers  and
     directors of the merged  corporations  are fully  authorized in the name of
     the merged  corporations or otherwise to take any and all such action;  the
     proper  officers  and  directors  of the  surviving  corporation  are fully
     authorized, in the name of the merged corporations or otherwise,  following
     the  effectiveness  of the  merger,  to execute  and deliver or cause to be
     executed and delivered all such  documents,  deeds and  instruments  and to
     take or cause to be taken such  further or other  actions as the  surviving
     corporation may deem necessary or desirable in order to vest in and confirm
     to the surviving corporation title to and possession of any property of the
     merged corporations  acquired or to be acquired by reason of or as a result
     of the merger herein provided for and otherwise to carry out the intent and
     purposes hereof.
 
     FOURTH: (a) Directors. The names and post office addresses of the directors
of CGSI,  who  shall be three in  number  and who  shall  hold  office  from the
effective date until the next annual meeting of  stockholders  of CGSI and until
their successors shall be duly elected and qualify, are as follows:
 
Name                    Post Office Address
----                    -------------------
Michael W. Levin        8 Meadow Lane
                        Allendale, NJ  07041
 
Frances Blanco          1128 Park Avenue
                        Hoboken, NJ 07030

Paul C. Baker           98 Chestnut Ridge Road
                        Saddle River, NJ 07675

          (b) Officers.  The names and post office  addresses of the officers of
CGSI who shall be three in number and who shall hold office  from the  effective
date until  their  successors  shall be duly  elected  and qualify or until they
shall resign or be removed from office, are as follows:






                                                        21
<PAGE>

Name                Offices                    Post Office Address
----                -------                    -------------------

Michael W. Levin    Chairman of the Board      8 Meadow Lane
                    Chief Executive Officer    Allendale, NJ 07401
                    and President
Frances Blanco      Vice President,            1128 Park Avenue
                    Treasurer and              Hoboken, NJ 07030
                    and Secretary
Duncan Huyler       Vice President             551 Lattintown Road
                                               Marlboro, NY 12542

          (c) Vacancies.  If, upon the effective date, a vacancy exists still on
the  Board  of  Directors  or in any of the  offices  of  CGSI as the  same  are
specified above,  such vacancy shall thereafter be filled in the manner provided
by law and the Bylaws of CGSI.

     FIFTH:   Anything   contained   herein  or   elsewhere   to  the   contrary
notwithstanding,  this Agreement may be terminated and abandoned by the Board of
Directors of any constituent corporation at any time prior to the date of filing
of a  Certificate  of Merger with  respect to the merger with the  Secretary  of
State of  Delaware,  and an Articles of Merger  with the  Secretary  of State of
Utah,  provided  that an  amendment  made  subsequent  to the  adoption  of this
Agreement and Plan of Merger by the stockholders of any constituent  corporation
shall not (a) alter or change the amount or kind of  shares,  securities,  cash,
property and/or rights to be received in exchange for or on conversion of all or
any  of  the  shares  of  any  class  or  series  thereof  of  such  constituent
corporation, (b) alter or change any term of the Certificate of Incorporation of
the surviving  corporation to be effected by the merger,  or (c) alter or change
any of the terms and  conditions  of this  Agreement  and Plan of Merger if such
alteration  or change  would  adversely  affect the holders of any class of such
constituent corporation or any series of any such class.

     IN  WITNESS  WHEREOF,  the  parties to this  Agreement  and Plan of Merger,
pursuant to the  approval and  authority  duly given by  resolutions  adopted by
their  respective  Boards of Directors and the  shareholders  of SPL have caused
this  Agreement and Plan of Merger to be executed by the President of each party
hereto as the respective  act, deed and agreement of each of said  corporations,
on this 10th day of August, 1998.


                                        CADAPULT GRAPHIC SYSTEMS, INC.
                                        (a Delaware corporation)


                                        By: /s/ Michael W. Levin
                                                Michael W. Levin,
                                                President




                                       22
<PAGE>

                                            By: /s/ Frances Blanco     
                                                     Frances Blanco,
                                                     Secretary

                                            SEAFOODS PLUS, LTD.
                                             (a Utah corporation)


                                            By: /s/ Michael W. Levin
                                                     Michael W. Levin,
                                                     President


                                            By: /s/ Frances Blanco     
                                                     Frances Blanco,
                                                     Secretary





                                       23
<PAGE>
                                                                     
                                                                     EXHIBIT 2.2


                          AGREEMENT AND PLAN OF MERGER


     AGREEMENT  AND PLAN OF MERGER,  dated  this 10th day of  August,  1998 (the
"Agreement"),   pursuant  to  Sections  14A:10-7  of  the  New  Jersey  Business
Corporation  Act and Section 253 of the  Delaware  General  Business Law between
Cadapult  Graphic  Systems Inc., a New Jersey  corporation  ("CGS") and Cadapult
Graphic Systems, Inc. Seafoods Plus, Inc., a Delaware corporation ("Cadapult").
 
                                WITNESSETH THAT:

     WHEREAS, both of the constituent corporations desire to merge into a single
corporation;

     NOW,  THEREFORE,  the  corporations,  parties to this Agreement and Plan of
Merger,  in consideration of the premises and the mutual  covenants,  agreements
and provisions contained herein, do hereby prescribe the terms and conditions of
said merger and plan of carrying the same into effect, as follows:

     FIRST:  CGS,  which shall be the merged  corporation,  shall be merged into
Cadapult,  which shall be the  surviving  corporation,  pursuant to the terms of
this Agreement.

     SECOND:  There  are  2,555,518  shares  of  common  stock of the  surviving
corporation  heretofore  issued and  outstanding.  There are 319.6748  shares of
common stock of the merged corporation  heretofore issued and outstanding.  Upon
filing of a Certificate of Merger and a Certificate of Ownership and Merger with
respect  to the  merger  with  the  Secretary  of State  of New  Jersey  and the
Secretary of State of Delaware, respectively, each share of common stock of CGS,
the merged corporation,  issued and outstanding  immediately prior to the merger
and all rights in respect thereof shall be cancelled.

     THIRD: Certain terms and conditions of the merger are as follows:
 
          (g) The Certificate of  Incorporation  of Cadapult as in effect on the
     date of the merger  provided for in this Agreement and Plan of Merger shall
     continue in full force and effect as the  Certificate of  Incorporation  of
     the corporation  surviving this merger,  unless and until the same shall be
     amended or modified in  accordance  with the  provision  thereof and of the
     General  Corporation  Law of  Delaware,  which  power to amend or modify is
     hereby  expressly   reserved.   Such  Certificate  of  Incorporation  shall
     constitute the Certificate of Incorporation of Cadapult  separate and apart
     from this  Agreement and Plan of Merger and may be separately  certified as
     the Certificate of Incorporation of Cadapult.
 




                                       24
<PAGE>
         
          (h) The  Bylaws  of the  surviving  corporation  as they  exist on the
     effective  date of this  merger  shall  be and  remain  the  Bylaws  of the
     surviving corporation until the same shall be altered,  amended or repealed
     as therein provided.
 
          (i) The directors and officers of the surviving  corporation,  who are
     the present  directors and officers of Cadapult,  shall  continue in office
     until the next annual meeting of  stockholders  and until their  successors
     shall have been elected and qualify.
 
          (j) This merger shall become  effective upon filing of the Certificate
     of Merger of CGS and the Certificate of Ownership and Merger of Cadapult in
     the  forms of  Exhibits  A and B  annexed  hereto,  respectively,  with the
     Secretary  of  State  of New  Jersey  and the  Secretary  of the  State  of
     Delaware.
 
          (k) Upon the  effectiveness of the merger as provided  herein,  all of
     the  property,  rights,  privileges,   franchises,   patents,   trademarks,
     licenses,  registrations  and other assets of every kind and description of
     the merged  corporations  shall be  transferred  to, vested in, and devolve
     upon  the  surviving  corporation  without  further  act or  deed,  and all
     property, rights, and every other interest of the surviving corporation and
     the  merged  corporations  shall  be as  effectively  the  property  of the
     surviving  corporation  as they were of the surviving  corporation  and the
     merged corporation, respectively.

          (l) Prior to the effectiveness of the merger,  the merged  corporation
     hereby  agrees from time to time,  as and when  requested by the  surviving
     corporation  or by its  successors  or  assigns,  to execute and deliver or
     cause  to  be  executed  and  delivered  all  such  documents,   deeds  and
     instruments  and to take or cause to be taken such  further or other action
     as the surviving  corporation  may deem  necessary or desirable in order to
     vest in and confirm to the surviving corporation title to and possession of
     any property of the merged corporation acquired or to be acquired by reason
     of or as a result of the merger herein  provided for and otherwise to carry
     out the intent and purposes  hereof,  and the proper officers and directors
     of the merged  corporation  are fully  authorized in the name of the merged
     corporation  or  otherwise  to take any and all  such  action;  the  proper
     officers and directors of the surviving  corporation are fully  authorized,
     in  the  name  of the  merged  corporations  or  otherwise,  following  the
     effectiveness of the merger, to execute and deliver or cause to be executed
     and  delivered all such  documents,  deeds and  instruments  and to take or
     cause  to  be  taken  such  further  or  other  actions  as  the  surviving
     corporation may deem necessary or desirable in order to vest in and confirm
     to the surviving corporation title to and possession of any property of the
     merged corporations  acquired or to be acquired by reason of or as a result
     of the merger herein provided for and otherwise to carry out the intent and
     purposes hereof.
 



                                       25
<PAGE>
        
     FOURTH: (a) Directors. The names and post office addresses of the directors
of  Cadapult,  who shall be three in number and who shall hold  office  from the
effective  date until the next annual  meeting of  stockholders  of Cadapult and
until their successors shall be duly elected and qualify, are as follows:
 
Name                      Post Office Address

Michael W. Levin          8 Meadow Lane
                          Allendale, NJ  07041
 
Frances Blanco            1128 Park Avenue
                          Hoboken, NJ 07030

Paul C. Baker             98 Chestnut Ridge Road
                          Saddle River, NJ 07675

     (b)  Officers.  The names and post  office  addresses  of the  officers  of
Cadapult  who  shall be three in  number  and who  shall  hold  office  from the
effective date until their successors shall be duly elected and qualify or until
they shall resign or be removed from office, are as follows:

Name                     Offices                       Post Office Address

Michael W. Levin         Chairman of the Board,         8 Meadow Lane
                         Chief Executive Officer        Allendale, NJ 07401
                         and President

Frances Blanco           Vice President,                1128 Park Avenue
                         Treasurer and                  Hoboken, NJ 07030
                         Secretary

Duncan Huyler            Vice President                 551 Lattintown Road
                                                        Marlboro, NY 12542





                                       26
<PAGE>

     (c) Vacancies.  If, upon the effective  date, a vacancy exists still on the
Board  of  Directors  or in any of the  offices  of  Cadapult  as the  same  are
specified  above,  such vacancy shall hereafter be filled in the manner provided
by law and the Bylaws of Cadapult.

     FIFTH:   Anything   contained   herein  or   elsewhere   to  the   contrary
notwithstanding,  this Agreement may be terminated and abandoned by the Board of
Directors of any constituent corporation at any time prior to the date of filing
of a  Certificate  of Merger with  respect to the merger with the  Secretary  of
State of New Jersey,  and a Certificate  of Ownership and Merger with respect to
the merger with the  Secretary of State of Delaware  provided  that an amendment
made  subsequent  to the  adoption of this  Agreement  and Plan of Merger by the
stockholders  of any constituent  corporation  shall not (a) alter or change the
amount  or kind of  shares,  securities,  cash,  property  and/or  rights  to be
received in  exchange  for or on  conversion  of all or any of the shares of any
class or series thereof of such constituent corporation, (b) alter or change any
term of the  Certificate  of  Incorporation  of the surviving  corporation to be
effected by the merger,  or (c) alter or change any of the terms and  conditions
of this  Agreement  and  Plan of  Merger  if such  alteration  or  change  would
adversely affect the holders of any class of such constituent corporation or any
series of any such class.

     IN  WITNESS  WHEREOF,  the  parties to this  Agreement  and Plan of Merger,
pursuant to the approval and authority duly given by a resolution adopted by the
Boards of Directors of Cadapult have caused this Agreement and Plan of Merger to
be executed by the  President of each party hereto as the  respective  act, deed
and agreement of each of said corporations, on this 10th day of August, 1998.


                       CADAPULT GRAPHIC SYSTEMS INC.
                       (a New Jersey corporation)

                       By: /s/ Michael W. Levin
                                Michael W. Levin,
                                President


                       By: /s/ Frances Blanco     
                                Frances Blanco,
                                Secretary


                       CADAPULT GRAPHIC SYSTEMS, INC.
                       (a Delaware corporation)

                       By: /s/ Michael W. Levin
                                Michael W. Levin,
                                President


                       By: /s/ Frances Blanco     
                                Frances Blanco,
                                Secretary




                                       27
<PAGE>
                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                         CADAPULT GRAPHIC SYSTEMS, INC.

          FIRST: The name of this corporation is Cadapult Graphic Systems,  Inc.
(the "Corporation").

          SECOND:  The  registered  office  of the  Corporation  in the State of
Delaware  is to be located at 11th Floor,  Rodney  Square  North,  11th & Market
Streets,  City of Wilmington,  County of New Castle, State of Delaware,  and the
name of its registered agent at such address is YCS&T Services Corporation.

          THIRD:  The purpose of this 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.

          FOURTH:  The total number of shares of stock that this  Corporation is
authorized to issue is fifty million  (50,000,000) shares of common stock with a
par value $0.001 per share.

          FIFTH:  The name and mailing  address of the  incorporator is James P,
Hughes,  Esquire,  11th  Floor,  Rodney  Square  North,  11th & Market  Streets,
Wilmington, Delaware 19801.

          SIXTH:  Provisions  for the  management  of the  business  and for the
conduct of the affairs of this  Corporation and provisions  creating,  defining,
limiting and  regulating the powers of this  Corporation,  the directors and the
stockholders are as follows:

               (1) The board of directors  shall have the power to make,  adopt,
alter,  amend and repeal the bylaws of this  Corporation  without  the assent or
vote of the stockholders,  including, without limitation, the power to fix, from
time to time, the number of directors  that shall  constitute the whole board of
directors  of this  Corporation,  subject  to the right of the  stockholders  to
alter, amend and repeal the bylaws made by the board of directors.

               (2)  Election of  directors  of this  Corporation  need not be by
written ballot unless the bylaws so provide.



                                       28
<PAGE>

               (3) The directors,  in their discretion,  may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
at any meeting of the  stockholders  called for the purpose of  considering  any
such act or  contract,  and any  contract  or act that shall be  approved  or be
ratified  by the  vote  of the  holders  of a  majority  of the  stock  of  this
Corporation  that is  represented  by  person  or by proxy at such  meeting  and
entitled to vote thereat (provided that a lawful quorum of stockholders be there
represented  in person or by proxy)  shall be a valid and as  binding  upon this
Corporation  and upon all the  stockholders  as though it had been  approved  or
ratified by every stockholder of this  Corporation,  whether or not the contract
or act would  otherwise be open to legal attack because of directors'  interest,
or for any other reason.

               (4) In addition to the powers and  authority  hereinbefore  or by
statute  expressly   conferred  upon  them,  the  board  of  directors  of  this
Corporation are hereby expressly empowered to exercise all such powers and to do
all such  acts  and  things  as may be  exercised  or done by this  Corporation;
subject,  nevertheless,  to the  provisions  of the  statutes  of the  State  of
Delaware  and of this  Certificate  of  Incorporation  as each  may be  amended,
altered or changed from time to time and to any bylaws from time to time made by
the directors or stockholders;  provided,  however,  that no bylaw so made shall
invalidate any prior act of the board of directors that would have been valid if
such bylaw had not been made.

               (5) Whenever this  Corporation  shall be authorized to issue more
than one  class of stock,  the  holders  of the  stock of any class  that is not
otherwise  entitled  to  voting  power  shall not be  entitled  to vote upon the
increase or decrease in the number of authorized shares of such class.

          SEVENTH:  To the fullest extent  permitted by the General  Corporation
Law of Delaware, including, without limitation, as provided in Section 102(b)(7)
of the General Corporation Law of Delaware,  as the same exists or may hereafter
be amended,  a director of this  Corporation  shall not be personally  liable to
this  Corporation  or its  stockholders  for  monetary  damages  for  breach  of
fiduciary  duty as a  director.  If the General  Corporation  Law of Delaware is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a director  of this
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the  General  Corporation  Law  of  Delaware,  as  so  amended.  Any  repeal  or
modification  of this Article SEVENTH by the  stockholders  of this  Corporation
shall  not  adversely  affect  any right or  protection  of a  director  of this
Corporation  existing at the time of such repeal or modification or with respect
to events occurring prior to such time.

          EIGHTH: (1) Each person who was or is made a party or is threatened to
be made a party to or is  involved in any action,  suit or  proceeding,  whether
civil, criminal, administrative or investigative (hereinafter a "proceeding") by
reason  of the  fact  that  he or she is or was a  director  or  officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an official  capacity as such  director or officer or, in the case of another
corporation,  as an employee or agent, or in any other capacity while serving as
such director, officer, employee or agent shall be indemnified and held harmless
by the Corporation to the fullest extent  authorized by the General  Corporation
Law of the State of  Delaware,  as the same exists or may  hereafter  be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits the Corporation to provide broader  indemnification rights than said law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, other
expenses and losses, amounts paid or to be paid in settlement,  and excise taxes
or penalties arising under the Employee  Retirement Income Security Act of 1974,
as  amended)  reasonably  incurred  or  suffered  by such  person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators;  provided, however, that, except
as provided in Subsection  (2) of this Article  EIGHTH,  the  Corporation  shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part thereof) was  authorized by the board of directors of the  Corporation.
The  right  to  indemnification  conferred  in this  Article  EIGHTH  shall be a
contract  right and shall  include the right to be paid by the  Corporation  the





                                       29
<PAGE>

expenses  (including  attorneys' fees) incurred in defending any such proceeding
in advance of its final disposition; provided, however, that the payment of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer including,  without limitation,  service
to  an  employee  benefit  plan)  in  advance  of  the  final  disposition  of a
proceeding,  shall  be  made  only  upon  delivery  to  the  Corporation  of  an
undertaking,  which undertaking shall itself be sufficient  without the need for
further  evaluation of any credit aspects of the  undertaking or with respect to
such  advancement,  by or on behalf of such  director or  officer,  to repay all
amounts  so  advanced  if  it  shall   ultimately  be  determined  by  a  final,
non-appealable order of a court of competent  jurisdiction that such director or
officer  is  not  entitled  to be  indemnified  under  this  Article  EIGHTH  or
otherwise.

               (2) If a claim under Subsection (1) of this Article EIGHTH is not
paid in full by the  Corporation  within sixty (60) days after a written  claim,
together with  reasonable  evidence as to the amount of such expenses,  has been
received by the  Corporation,  except in the case of a claim for  advancement of
expenses (including  attorneys' fees), in which case the applicable period shall
bc twenty (20) days, the claimant may at my time  thereafter  bring suit against
the  Corporation to recover the unpaid amount of the claim and, if successful in
whole of in part,  the  claimant  shall also be entitled to be paid the expense,
including  attorneys'  fees, of prosecuting such claim. It shall be a defense to
any such  action,  other than an action  brought to enforce a claim for expenses
(including  attorneys'  fees) incurred in defending any proceeding in advance of
its final disposition where the required  undertaking,  if any is required,  has
been tendered to the Corporation, that the claimant has not met the standards of
conduct that make it permissible under the General  Corporation Law of the State
of  Delaware  for the  Corporation  to  indemnify  the  claimant  for the amount
claimed,  but the burden of proving  such defense  shall be on the  Corporation.
Neither the failure of the  Corporation  (including  its board of directors or a
committee thereof,  independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the General  Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
board of directors or a committee  thereof,  independent  legal counsel,  or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct. In any suit brought by an indemnitee
to  enforce  a  right  to  indemnification  or to  an  advancement  of  expenses
hereunder,  or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article EIGHT or otherwise shall be on the Corporation.





                                       30
<PAGE>

               (3) The right to  indemnification  and the  payment  of  expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article  EIGHT shall not be exclusive of any other right that any person
may have or hereafter acquire under any statute, provision of the certificate of
incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

               (4) The Corporation may maintain  insurance,  at its expense,  to
protect itself and any director,  officer,  employee or agent of the Corporation
or another  corporation,  partnership,  joint  investments  or other  enterprise
against any such  expense,  liability  or loss,  whether or not the  Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.

               (5) In the case of a claim for  indemnification or advancement of
expenses against the Corporation  under this Article EIGHTH arising out of acts,
events or  circumstances  for which the  claimant,  who was at the relevant time
serving as a director,  officer,  employee  or agent of any other  entity at the
request of the Corporation, may be entitled to indemnification or advancement of
expenses pursuant to such other entity's  certificate of incorporation or bylaws
or  contractual  agreement  between the claimant  and such entity,  the claimant
seeking   indemnification   hereunder  shall  first  seek   indemnification  and
advancement of expenses pursuant to any such certificate of incorporation, bylaw
or  agreement.  To the extent that  amounts to be  indemnified  or advanced to a
claimant  hereunder  are paid or advanced by such other entity,  the  claimant's
right to indemnification and advancement of expenses hereunder shall be reduced.





                                       31
<PAGE>

          NINTH:  Whenever a compromise or arrangement is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of Section 291 of 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 this  Corporation,  as the case my 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 this  Corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation  as  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  this  Corporation,  as the  case  may  be,  and  also  on this
Corporation.

          TENTH: This Corporation  reserve the right to restate this Certificate
of Incorporation and to amend,  alter,  change or repeal any provision contained
in this Certificate of  Incorporation in the manner now or hereafter  prescribed
by law, and all rights and powers conferred  herein on  stockholders,  directors
and officers are subject to this reserved power.

          THE  UNDERSIGNED,  being the sole  incorporator,  for the  purpose  of
forming a corporation  pursuant to the General  Corporation  Law of the State of
Delaware and the Acts amendatory thereof and supplemental thereto, does make and
file this Certificate of Incorporation  hereby declaring and certifying that the
facts stated herein are true, and accordingly hereunto has set his hand and seal
this 11th day of June, 1998.

In the Presence of:



/s/ Gayle Ignudo            /s/James P. Hughes, Jr.
---------------------       ----------------------------------(SEAL)  
                            James P. Hughes
                            Incorporator                                       

                                       32
<PAGE>

                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                         CADAPULT GRAPHIC SYSTEMS, INC.


                               ARTICLE I. OFFICES

     Section 1. Registered  Office.  The address of the registered office of the
corporation in Delaware shall be 11th Floor,  Rodney Square North, 11th & Market
Streets,  Wilmington,  Delaware,  and the  registered  agent at such  address in
charge thereof shall be YCS&T Services Corporation all of which shall be subject
to change from time to time as permitted by law.

     Section  2.  Other  Offices.  The  corporation  may also  have an office or
offices or place or places of  business  within or without the State of Delaware
as the Board of Directors may from time to time designate.


                      ARTICLE II. MEETINGS OF STOCKHOLDERS

     Section 1. The Annual Meeting.  The annual meeting of stockholders  for the
election of  directors  shall be held within or without the State of Delaware on
the date and at the time and place designated by the board of directors;  but if
no date, time and place are otherwise  designated by the board, it shall be held
on the 1st day of May in each year,  or if that day be a legal  holiday,  on the
next succeeding day not a legal holiday, at 10:00 a.m., at the registered office
of the  corporation  in the  State  of  Delaware.  At the  annual  meeting,  the
stockholders  shall elect by plurality  vote, a whole board of directors and may
transact such other business as may come before the meeting.

     Section 2. Special  Meetings.  Special  meetings of the stockholders may be
called at any time by the President or Chairman of the Board and shall be called
by the  President or Secretary  either upon the request in writing by a majority
of the  directors  or upon the  request  in writing  of  stockholders  of record
holding a majority in amount of the capital  stock  outstanding  and entitled to
vote.

     Section 3. Place of Meetings. Meetings of the stockholders shall be held at
such place or places,  within or without the State of Delaware, as may from time
to time be designated by the board of directors or as shall be designated in the
respective notices or waivers of notice thereof,  unless otherwise  specified in
these Bylaws.  Section 4. Voting.  Each  stockholder  entitled to vote shall, at
every  meeting  of the  stockholders,  be  entitled  to one vote in person or by
proxy,  signed by him,  for each share of voting stock held by him, but no proxy
shall be voted on after  three  years  from its date  unless it  provides  for a
longer period.  Such right to vote shall be subject to the right of the board of
directors to fix a record date for voting stockholders.



                                       33
<PAGE>

     Section 5. Notice.  Notice of all meetings shall be mailed by the Secretary
to each  stockholder of record entitled to notice of or to vote at such meeting,
at his last known post  office  address.

     Section  6.  Quorum.  The  holders of a  majority  of the stock  issued and
outstanding and entitled to vote shall constitute a quorum, but the holders of a
smaller amount may adjourn from time to time without further notice, if the time
and place of the  adjourned  meeting are  announced  at the meeting at which the
adjournment  is taken,  until a quorum is secured.  The vote of the holders of a
majority  of the stock  issued  and  outstanding  present  at a  meeting  or any
adjournment  thereof  at  which a  quorum  is  present  shall  be the act of the
stockholders  unless  a  different  vote  is  required  by  the  Certificate  of
Incorporation  or applicable  statutory law.

     Section 7. Action Without  Meeting.  Any action permitted or required to be
taken at any meeting of  shareholders  may be taken by written consent without a
meeting subject to and to the extent permitted by applicable  Delaware statutory
law.


                             ARTICLE III. DIRECTORS

     Section 1. Number.  The property and business of the  corporation  shall be
managed and controlled by its board of directors, composed of three (3) persons.
The number of directors  may be increased by amendment of these Bylaws either by
the  stockholders  or by the directors in the same manner as any other amendment
to these Bylaws may be effected.

     Section 2. Term, Vacancies and Newly Created  Directorships.  The directors
shall hold office until the next annual election and until their  successors are
elected and qualify or until their earlier resignation or removal. They shall be
elected by the  stockholders,  except that if there be a vacancy in the board by
reason of death,  resignation  or  otherwise,  or if there be any newly  created
directorships  resulting from an increase in the authorized number of directors,
such vacancy or directorship shall be filled by a majority of the directors then
in office,  although less than a quorum.  Any director  chosen by reason of such
vacancy or such newly  created  directorship  shall hold  office  until the next
annual  meeting and until his  successor  is elected and  qualified or until his
earlier resignation or removal.

     When one or more  directors  shall  resign from the board,  effective  at a
future date, a majority of the  directors  then in office,  including  those who
have so resigned,  shall have power to fill such vacancy or vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective  and each  director  so chosen  shall hold office as provided in these
Bylaws in the filling of other vacancies.

     Section 3. Removal.  Any director or directors may be removed,  either with
or  without  cause,  at any time by the  affirmative  vote of the  holders  of a
majority  of the stock  issued  and  outstanding  at a meeting  called  for that
purpose at which a quorum is present.

     Section 4. Powers.  The board of  directors  shall have all such powers and
authority,  as may be  exercised  by the  board of  directors  of a  corporation
organized under the General Corporation Law of the State of Delaware, including,
without  limiting the  generality  of the  foregoing,  any powers and  authority
granted by the Certificate of Incorporation  and these Bylaws which may lawfully
be  granted  thereby,  subject  only to the  provisions  of the  Certificate  of
Incorporation and these Bylaws, and the following powers:



                                       34
<PAGE>

          (A) To purchase or otherwise  acquire  property,  rights or privileges
for the corporation, which the corporation has the power to take, at such prices
and on such terms as the board of directors may deem proper;

          (B) To pay for such property, rights or privileges in whole or in part
with money, stock, bonds, debentures or other securities of the corporation,  or
by the delivery of other property of the  corporation;

          (C) To create, make and issue mortgages,  bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured by
mortgage or otherwise, and to do every act and thing necessary to effectuate the
same;

          (D) To appoint  agents,  clerks,  assistants,  factors,  employees and
trustees,  and to  dismiss  them at its  discretion,  to fix  their  duties  and
emoluments  and to change them from time to time and to require such security as
the board may deem proper;

          (E) To  confer  on  any  officer  of  the  corporation  the  power  of
selecting, discharging or suspending such employees; (F) To fix the compensation
of  directors;

          (G) To determine by whom and in what manner the  corporation's  bills,
notes, receipts, acceptances, endorsements, checks, releases, contracts or other
documents shall be signed.

          Section 5.  Meetings  of  Directors.  After each  annual  election  of
directors, the newly elected directors may meet for the purpose of organization,
the election of officers,  and the transaction of other business,  at such place
and time as may be fixed by the  stockholders  at the annual  meeting,  and if a
majority of the  directors be present at such place and time, no prior notice of
such meeting shall be required to be given to the directors.  The place and time
of such meeting may also be fixed by written  consent of the directors.  Regular
meetings of the  directors may be held within the State of Delaware at such time
and  place as may be fixed  from time to time by  resolution  of the  board.  No
notice of regular meetings shall be required.

          Special  meetings of the  directors  may be called by the President on
three  days'  notice in  writing or on five days'  notice by  telegraph  to each
director,  and shall be called by the  President  in like  manner on the written
request of two directors.  Special  meetings of the directors may be held within
the State of  Delaware at such time and place as is  indicated  in the notice or
waiver of notice thereof.

          Section 6. Quorum.  A majority of the total number of directors  shall
constitute a quorum for the  transaction  of business,  but a smaller number may
adjourn from time to time,  without further  notice,  until a quorum is secured.

          Section 7. Vote  Necessary  to Act.  The vote of the  majority  of the
directors  present at a meeting at which a quorum is present shall be the act of
the board of directors.

          Section 8. Executive and Other Committees.  (A) The board of directors
may,  by  resolution  passed by a  majority  of the whole  board,  designate  an
executive  committee  and/or one or more other  committees,  each  committee  to
consist of two or more of the directors of the corporation.  Any such committee,
to the extent provided in the resolution or in these Bylaws,  shall have and may
exercise the powers and authority of the board of directors in the management of
the  business and affairs of the  corporation,  except in reference to powers or
authority expressly forbidden such a committee by applicable  statutory law, and
may  authorize the seal of the  corporation  to be fixed to all papers which may
require it.





                                       35
<PAGE>

          (B) In the absence or disqualification of any member of such committee
or  committees,  the member or members  thereof  present at any  meeting and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the board of  directors  to act at the
meeting  in the  place  of any  such  absent  or  disqualified  member.  

          (C) The executive committee shall have and shall exercise, between the
meetings of the board of directors, the full power and authority of the board in
the  management  of the  business  and  affairs of the  corporation,  including,
without  limitation,  the power and  authority  to  declare  a  dividend  and to
authorize  the issuance of stock,  except in  reference  to power and  authority
expressly  forbidden by applicable  statutory law, and may authorize the seal of
the corporation to be affixed to all papers which require it; provided, however,
that the  executive  committee  shall  not have the power or  authority  to fill
vacancies in its own membership  which vacancies shall be filled by the board of
directors.  

          (D) The executive  committee and such other  committees  shall meet at
stated  times or on  notice to all by any of their own  number.  They  shall fix
their own rules of  procedure.  A majority  shall  constitute a quorum,  but the
affirmative  vote of a majority of the whole  committee  shall be  necessary  in
every case. 

          (E) Such other  committees  shall have and may exercise the powers and
authority of the board of directors to the extent provided in such resolution or
resolutions.  

          Section  9.  Compensation.  The  board  of  directors  shall  fix  the
compensation of directors.

          Section 10. Action Without  Meeting.  Any action permitted or required
to be taken at any  meeting  of the board of  directors  may be taken by written
consent without a meeting  subject to and to the extent  permitted by applicable
Delaware law.

                              ARTICLE IV. OFFICERS

          Section  1.  Officers.  The  officers  of the  corporation  shall be a
President,  Secretary and Treasurer. Other officers and agents, including one or
more Vice Presidents, may from time to time be chosen by the board of directors.
In addition,  the board of directors may elect a Chairman.  All officers of this
corporation  shall be chosen by the board of directors by the vote of a majority
of the directors present at a meeting at which a quorum is present or by written
consent pursuant to applicable  statutory law. No officer need be a stockholder.

          Section 2. Number Of Offices. Any number of offices may be held by the
same person.




                                       36
<PAGE>

          Section 3. Powers and Duties.  The officers shall have such powers and
duties as are  specified  in these  Bylaws  as well as any other and  additional
powers  and  duties as may,  from  time to time,  be  specified  by the board of
directors.  

          Section 4. Terms.  The officers of the  corporation  shall hold office
until their successors are chosen and qualify or until their earlier resignation
or removal.  Any officer  chosen or appointed  by the board of directors  may be
removed immediately either with or without cause at any time by affirmative vote
of a majority of the whole board of  directors.  If the office of any officer or
agent becomes vacant for any reason, the vacancy shall be filled by the board of
directors  in the same  manner as any  officer or agent of this  corporation  is
chosen.  

          Section 5. Duties of the  Chairman of the Board.  The  Chairman of the
board of  directors,  if one is elected,  shall  preside at all  meetings of the
board and he shall have and perform such other  duties,  executive or otherwise,
as from time to time may be assigned  to him by the board.  

          Section 6. Duties of the President.  The President  shall be the chief
executive  officer  of the  corporation.  It shall be his duty to preside at all
meetings of the stock holders and  directors  (unless as to directors a Chairman
is  elected),  to have  general  and active  management  of the  business of the
corporation;  to see that all orders and  resolutions  of the board of directors
are carried into effect;  to execute all contracts,  agreements,  deeds,  bonds,
mortgages and other obligations and instruments, in the name of the corporation,
and to affix the  corporate  seal  thereto when  authorized  by the board or the
executive  committee.  He shall have general  supervision  and  direction of the
other officers of the  corporation  and shall see that their duties are properly
performed. He shall submit a report of the operations of the corporation for the
year to the directors at their meeting next  preceding the annual meeting of the
stockholders  and to the  stockholders  at  their  annual  meeting.  He shall be
ex-officio a member of all standing committees and shall have the general duties
and  powers of  supervision  and  management  usually  vested  in the  office of
President of a  corporation  as well as any other duties and powers as may, from
time to time, be prescribed by the board of directors.  

          Section 7. Duties of the Vice  Presidents.  The Vice President or Vice
Presidents,  in the order designated by the board of directors,  shall be vested
with all the powers and  required to perform all the duties of the  President in
his  absence  or  disability  and  shall  perform  such  other  duties as may be
prescribed  by the  President  and the board of  directors.  In the event of the
death, resignation or removal of the President and if the board of directors has
designated an Executive Vice  President,  he shall be the particular  officer so
empowered  and  required  to  act as  acting  President  unless  the  board  has
designated  some other  particular  officer so to act.  

          Section 8.  President  Pro Tem.  In the absence or  disability  of the
President and the Vice Presidents, the board may appoint from their own number a
President  Pro Tem.  

          Section 9. Duties of the  Secretary.  The  Secretary  shall attend all
meetings of the stockholders,  the board of directors,  the executive  committee
and standing  committees.  He shall act as clerk thereof and shall record all of
the proceedings of such meetings in a book to be kept for that purpose. He shall
give proper notice of meetings of  stockholders  and directors and shall perform
such other  duties as may from time to time be assigned to him by the  President
or the board of directors.




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<PAGE>

          Section 10. Duties of the Treasurer.  The Treasurer shall have custody
of the funds and securities of the  corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall  deposit all moneys and other  valuable  effects in the name of and to the
credit of the corporation in such depositories as may be designated by the board
of directors.  He shall disburse the funds of the  corporation as may be ordered
by the board, executive committee or President,  taking proper vouchers for such
disbursements,  and shall render to the President and  directors,  whenever they
may  require  it, an account of all his  transactions  as  Treasurer  and of the
financial condition of the corporation,  and at the regular meeting of the board
next  preceding  year.  He  shall  keep  an  account  of  stock  registered  and
transferred  in such  manner  and  subject to such  regulations  as the board of
directors may  prescribe.  He shall give the  corporation a bond, if required by
the  board  of  directors,  in  such  sum  and in the  form  and  with  security
satisfactory  to the board of  directors,  for the faithful  performance  of the
duties of his  office and the  restoration  to the  corporation,  in case of his
death, resignation or removal from office, of all books, papers, vouchers, money
and  other  property  of  whatever  kind  in his  possession,  belonging  to the
corporation.  He shall  perform such other duties as the President and the board
of directors may from time to time prescribe or require.  

          Section 11.  Delegation of Duties and Other  Officers.  In case of the
absence or disability of any officer of the  corporation or for any other reason
deemed  sufficient by the board,  the board of directors may delegate his powers
or duties to any other officer or to any director for the time being.  The board
may elect any number of Assistant Secretaries and Assistant Treasurers who shall
have such  powers and shall  perform  such  duties as shall be assigned to them,
respectively,  by the board of directors. 

          Section 12.  Salaries.  The  salaries  and other  compensation  of the
officers  of the  corporation  shall be fixed  from time to time by the Board of
Directors,  except  that the Board of  Directors  may  delegate to any person or
group of persons  the power to fix the  salaries  or other  compensation  of any
subordinate  officers or agents  appointed  in  accordance  with the Bylaws.  No
officer shall be prevented  from  receiving any such salary or  compensation  by
reason of the fact that he or she is also a director of the corporation.


                           ARTICLE V. INDEMNIFICATION

     A director  of this  corporation  shall have no personal  liability  to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director,  provided  that  this  provision  shall not  eliminate  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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.



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<PAGE>
   
          (A) This corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of this  corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
this  corporation,  or is or was serving at the request of this corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of this corporation,  and with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests of this  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          (B) This corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of this  corporation  to procure a judgment in
its favor by reason of the fact that he is or was a director,  officer, employee
or  agent of this  corporation,  or is or was  serving  at the  request  of this
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of this corporation and except that no  indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been  adjudged  to be liable to this  corporation  unless and only to the extent
that the Court of  Chancery  of the State of Delaware or the court in which such
action or suit was brought shall determine upon  application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of  Chancery  of the State of  Delaware or such other court shall deem
proper.  

          (C)  Expenses  incurred by an officer or director in defending a civil
or criminal  action,  suit or  proceeding  shall be paid by the  corporation  in
advance of the final  disposition  of such action,  suit or proceeding  upon the
receipt of an  undertaking  by or on behalf of such director or officer to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified  by the  corporation  as  authorized  in Section 145 of the Delaware
General  Corporation  Law. Such expenses  incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.  

          (D) In  addition  to the  right  of  indemnification  provided  for in
paragraphs  of this  ARTICLE  V, this  corporation  shall,  to the  fullest  and
broadest extent  permitted by applicable  law,  including,  without  limitation,
Section 145 of the Delaware  General  Corporation  Law as it may be amended from
time to time, indemnify all persons whom it may indemnify pursuant thereto.




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<PAGE>
       
          (E) The  right of  indemnification  provided  by this  ARTICLE V shall
apply as to action by any person in his  official  capacity  and as to action in
another capacity while holding such office and shall continue as to a person who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          (F) The right of indemnification  provided by this ARTICLE V shall not
be deemed  exclusive of any other rights to which those seeking  indemnification
may  be  entitled  under  any  bylaw,   agreement,   vote  of   stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in  another  capacity  while  holding  such  office,  and shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person.  

          (G) The right of  indemnification  provided by this ARTICLE V shall be
deemed to be a contract  between this  corporation  and each director,  officer,
employee or agent of this  corporation  who serves in such capacity,  both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such  office,  at any  time  while  this  ARTICLE  V and  the  relevant
provisions  of the General  Corporation  Law of the State of Delaware  and other
applicable law, if any, are in effect,  and any repeal or  modification  thereof
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought or threatened  based in whole or in part upon
any such state of facts. 

          (H)  Notwithstanding  any provision of this ARTICLE V to the contrary,
this  corporation  may,  but shall not be  obligated  to,  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  this  corporation,  or is or was  serving  at  the  request  of  this
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not this  corporation  would have the power to
indemnify  him against  such  liability.  

          (I) For purposes of this ARTICLE V, references to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to the best interests of the corporation" as referred to in this ARTICLE
V.

                                            





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<PAGE>
                         
                            ARTICLE VI. MISCELLANEOUS

          Section  1.  Certificates  of Stock.  Certificates  of stock  shall be
signed by the President or a Vice President and either the Treasurer,  Assistant
Treasurer,  Secretary or Assistant Secretary.  If a certificate of stock be lost
or  destroyed,  another  may be  issued  in its  stead  upon  proof  of  loss or
destruction  and the giving of a  satisfactory  bond of  indemnity  in an amount
sufficient to indemnify the corporation against any claim. A new certificate may
be issued without  requiring bond, when in the judgment of the directors,  it is
proper to do so.

          Section 2. Transfer of Stock. All transfers of stock of the
corporation  shall be made upon its books by the  holder of the shares in person
or by his lawfully constituted representative, upon surrender of certificates of
stock for  cancellation.  

          Section 3. Fixing Date for  Stockholders of Record.  In order that the
corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise  any  rights  in  respect  of any  other  lawful  action,  the board of
directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.

          Section 4.  Stockholders of Record.  The corporation shall be entitled
to treat the  holder of record of any share or shares of stock as the  holder in
fact thereof and  accordingly  shall not be bound to recognize  any equitable or
other  claim to or  interest  in such  shares  on the part of any  other  person
whether or not it shall have express or other notice thereof,  save as expressly
provided by the laws of Delaware.

          Section 5.  Corporate  Seal.  The corporate  seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the words
"Corporate Seal Delaware".

          Section 6. Fiscal Year. The fiscal year of the corporation shall begin
on the 1st day of July in each year.

          Section 7. Dividends. Dividends upon the capital stock may be declared
either by the board of  directors  at any  regular or special  meeting or in the
manner otherwise provided by the board and may be paid in cash or in property or
in shares of the capital stock. Before the payment of any dividend or the making
of any  distribution  of profits,  a reserve or reserves may be set apart out of
any of the funds of the  corporation  available  for  dividends  for any  proper
purpose,  and any such reserve or reserves may be altered or abolished.  

          Section  8.  Checks for Money.  All  checks,  drafts or orders for the
payment of money shall be signed by the  President  and/or  Treasurer or by such
other  officer  or  officers  or such  other  person or  persons as the board of
directors may from time to time designate. No check shall be signed in blank.

          



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<PAGE>

Section 9. Books and Records.  The books,  records and accounts of the
corporation,  except as may  otherwise  be  required by the laws of the State of
Delaware,  may be kept within or without the State of Delaware, at such place or
places as may from time to time be  designated by the Bylaws or by resolution of
the  directors.  Section  10.  Notices.  Notice  required  to be given under the
provisions of these Bylaws to any director,  officer or stockholder shall not be
construed to mean actual  notice,  but may be given in writing by depositing the
same in a post office or letter box, in a postpaid sealed wrapper,  addressed to
such stockholder, officer or director at such address as appears on the books of
the  corporation,  and such notice  shall be deemed to be given at the time when
the same shall thus be mailed.  Any stockholder,  officer or director may waive,
in writing,  any notice required to be given under these Bylaws,  whether before
or after the time stated therein.


                        ARTICLE VII. AMENDMENT OF BYLAWS

          These  Bylaws may be  amended,  altered,  repealed  or added to at any
regular  meeting  of the  stockholders  or of the board of  directors  or at any
special meeting called for that purpose.


                            CERTIFICATE OF SECRETARY

          The  undersigned  does hereby  certify  that she is the  secretary  of
CADAPULT GRAPHIC SYSTEMS,  INC., a corporation duly organized and existing under
and by virtue of the laws of the State of Delaware; that the above and foregoing
Bylaws of said  corporation  were duly adopted as such by the Board of Directors
of the  corporation  at a meeting of the Board of Directors held on the 24th day
of June, 1998, and that the above and foregoing Bylaws are now in full force and
effect.

          DATED this 24th day of June, 1998.


                                                  /s/  Frances   Blanco  
                                                  -------------------------
                                                  Frances Blanco, Secretary
 





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