Worldwide Xceed Group Inc Watch

from 10-K405 ~20 pages Stock Purchase Agreement

from 8-K ~20 pages Asset Purchase Agreement

from 8-K ~20 pages Asset Purchase Agreement

from 8-K ~50 pages Agreement and Plan of Merger

from 8-K 1 page Certificate of Merger of Reset, Inc. Into Xceed Inc. Pursuant to Section 251(c) of the State of Delaware General Corporation Law the Undersigned, Being the Surviving Corporation, Hereby Sets Forth as Follows: First: The Name of the Surviving Corporation Is Xceed Inc.; Its State of Incorporation Is Delaware. Second: The Name of the Non-Surviving Corporation Is Reset, Inc.; Its State of Incorporation Is Delaware. Third: An Agreement of Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each Constituent Corporation in Accordance With Section 251 of the State of Delaware General Corporation Law. Fourth: The Certificate of Incorporation of Xceed Inc. Shall Be the Certificate of Incorporation of the Surviving Corporation. Fifth: The Executed Agreement of Merger Is on File at the Principal Place of Business of the Surviving Corporation; the Address of Said Principal Place of Business Is as Follows: 488 Madison Avenue New York, New York 10022 Sixth: A Copy of the Agreement of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock of the Non-Surviving Corporation Which Is Incorporated Under the Laws of the State of Delaware Is 100 Shares of Common Stock, No Par Value Per Share. <page> in Witness Whereof, This Certificate Is Hereby Executed This 8th Day of January, 1999. Xceed Inc. Surviving Corporation By: /S/ Werner Haase Werner Haase, Chief Executive Officer 2

from 8-K 1 page Certificate of Merger of Mercury Seven, Inc. Into X-Ceed, Inc. Pursuant to Section 251(c) of the State of Delaware General Corporation Law the Undersigned, Being the Surviving Corporation, Hereby Sets Forth as Follows: First: The Name of the Surviving Corporation Is X-Ceed, Inc.; Its State of Incorporation Is Delaware. Second: The Name of the Non-Surviving Corporation Is Mercury Seven, Inc.; Its State of Incorporation Is Delaware. Third: An Agreement of Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each Constituent Corporation in Accordance With Section 251 of the State of Delaware General Corporation Law. Fourth: (A) the Certificate of Incorporation of X-Ceed, Inc. Shall Be the Certificate of Incorporation of the Surviving Corporation. (B) the Amendment in the Certificate of Incorporation of the Surviving Corporation That Is to Be Effected by This Merger Is as Follows: Paragraph First of the Certificate of Incorporation of X-Ceed, Inc. Setting Forth the Name Is to Be Changed to Xceed Inc. Fifth: The Executed Agreement of Merger Is on File at the Principal Place of Business of the Surviving Corporation; the Address of Said Principal Place of Business Is as Follows: 488 Madison Avenue New York, New York 10022 <page> Sixth: A Copy of the Agreement of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock of the Non-Surviving Corporation Which Is Incorporated Under the Laws of the State of Delaware Is 100 Shares of Common Stock, No Par Value Per Share. in Witness Whereof, This Certificate Is Hereby Executed This 8th Day of January, 1999. X-Ceed, Inc. Surviving Corporation By: /S/ Werner Haase Werner Haase, Chief Executive Officer 2

from 8-K 1 page Certificate of Merger of Zabit and Associates, Inc. Into X-Ceed, Inc. Pursuant to Section 252(c) of the State of Delaware General Corporation Law the Undersigned, Being the Surviving Corporation, Hereby Sets Forth as Follows: First: The Name of the Surviving Corporation Is X-Ceed, Inc.; Its State of Incorporation Is Delaware. Second: The Name of the Non-Surviving Corporation Is Zabit and Associates, Inc.; Its State of Incorporation Is California. Third: An Agreement of Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each Constituent Corporation in Accordance With Section 252(c) of the State of Delaware General Corporation Law. Fourth: The Certificate of Incorporation of X-Ceed, Inc. Shall Be the Certificate of Incorporation of the Surviving Corporation. Fifth: The Executed Agreement of Merger Is on File at the Principal Place of Business of the Surviving Corporation; the Address of Said Principal Place of Business Is as Follows: 488 Madison Avenue New York, New York 10022 Sixth: A Copy of the Agreement of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock of the Non-Surviving Corporation Which Is Incorporated Under the Laws of the State of California Is 100,000,000 Shares of Common Stock, No Par Value. <page> in Witness Whereof, This Certificate Is Hereby Executed This 15th Day of September, 1998. X-Ceed, Inc. Surviving Corporation By: /S/ Werner Haase Werner Haase, President 2

from 8-K ~50 pages 2(g) Agreement & Plan of Merger - Zabit & Assoc.

from 8-K 1 page Certificate of Merger of Mercury Seven, Inc. Into X-Ceed Merger Inc. Pursuant to Section 251(c) of the State of Delaware General Corporation Law the Undersigned, Being the Surviving Corporation, Hereby Sets Forth as Follows: First: The Name of the Surviving Corporation Is X-Ceed Merger Inc.; Its State of Incorporation Is Delaware. Second: The Name of the Non-Surviving Corporation Is Mercury Seven, Inc.; Its State of Incorporation Is Delaware. Third: An Agreement of Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each Constituent Corporation in Accordance With Section 251 of the State of Delaware General Corporation Law. Fourth: (A) the Certificate of Incorporation of X-Ceed Merger Inc. Shall Be the Certificate of Incorporation of the Surviving Corporation. (B) the Amendment in the Certificate of Incorporation of the Surviving Corporation That Is to Be Effected by This Merger Is as Follows: Paragraph First of the Certificate of Incorporation of X-Ceed Merger Inc. Setting Forth the Name Is to Be Changed to Mercury Seven, Inc. Fifth: The Executed Agreement of Merger Is on File at the Principal Place of Business of the Surviving Corporation; the Address of Said Principal Place of Business Is as Follows: 488 Madison Avenue New York, New York 10022 <page> Sixth: A Copy of the Agreement of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock of the Non-Surviving Corporation Which Is Incorporated Under the Laws of the State of Delaware Is 3,000,000 Shares of Common Stock, $.01 Par Value Per Share. in Witness Whereof, This Certificate Is Hereby Executed This 9th Day of September, 1998. X-Ceed Merger Inc. Surviving Corporation By: /S/ Werner Haase Werner Haase, President 2

from 8-K ~50 pages 2(e) Agreement and Plan of Merger - Mercury Seven

from 8-K ~50 pages Agreement and Plan of Merger and Reorganization

from 8-K ~5 pages (C) Merger Agreement

from 8-K 1 page Certificate of Merger of Water-Jel Technologies, Inc. Into X-Ceed, Inc. Pursuant to Section 252(c) of the State of Delaware General Corporation Law the Undersigned, Being the Surviving Corporation, Hereby Sets Forth as Follows: First: The Name of the Surviving Corporation Is X-Ceed, Inc.; Its State of Incorporation Is Delaware. Second: The Name of the Non-Surviving Corporation Is Water-Jel Technologies, Inc.; Its State of Incorporation Is New York. Third: An Agreement of Merger Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each Constituent Corporation in Accordance With Section 252(c) of the State of Delaware General Corporation Law. Fourth: The Certificate of Incorporation of X-Ceed, Inc. Shall Be the Certificate of Incorporation of the Surviving Corporation. 488 Madison Avenue New York, New York 10022 Sixth: A Copy of the Agreement of Merger Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. Seventh: The Authorized Capital Stock of the Non-Surviving Corporation Which Is Incorporated Under the Laws of the State of New York Is 12,500,000 Shares of Common Stock, $.08 Par Value Per Share, and 125,000 Shares of Preferred Stock, $.08 Par Value Per Share. <page> in Witness Whereof, This Certificate Is Hereby Executed This 20th Day of February, 1998. X-Ceed, Inc. Surviving Corporation By: /S/ Werner Haase Werner Haase, President 2