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<page> 1 Certificate of Ownership and Merger Merging Asa Incorporated and Asa Legal Systems Company, Inc. Into Asa International Ltd. ****** Asa International Ltd., a Corporation Organized and Existing Under the Laws of the State of Delaware, Does Hereby Certify: First: That This Corporation Was Incorporated on the 1st Day of April, 1986, Pursuant to the General Corporation Law of the State of Delaware. Second: That This Corporation Owns All of the Outstanding Shares of the Stock of Asa Incorporated, a Corporation Incorporated on the 16th Day of July, 1976 Pursuant to the Business Corporation Laws of the Commonwealth of Massachusetts. Third: That This Corporation Owns All of the Outstanding Shares of the Stock of Asa Legal Systems Company, Inc., a Corporation Incorporated on the 1st Day of February, 1984 Pursuant to the Business Corporation Laws of the Commonwealth of Massachusetts. Fourth: That This Corporation, by the Following Resolutions of Its Board of Directors by Unanimous Written Consent of Dated December 22, 1995, Determined and Did Merge Into Itself Said Asa Incorporated and Asa Legal Systems Inc.: Resolved: That Asa International Ltd. Merge, and It Hereby Does Merge Into Itself Said Asa Incorporated and Asa Legal Systems Company, Inc. and Assumes All Its Obligations. 52 <page> 2 Further Resolved: That the Merger Shall Be Effective Upon the Date of Filing With the Secretary of State of Delaware. Fifth: Anything Herein or Elsewhere to the Contrary Notwithstanding, This Merger May Be Amended or Terminated and Abandoned by the Board of Directors of Asa International Ltd. at Any Time Prior to the Date of Filing the Merger With the Secretary of State. in Witness Whereof, Said Asa International Ltd. Has Caused This Certificate to Be Signed by Terrence C. McCarthy, Its Vice President This 28th Day of December, 1995. /S/ Terrence C. McCarthy Terrence C. McCarthy Vice President 53
