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Certificate of Ownership and Merger Merging Objectsoft Corporation, a New Jersey Corporation Into Objectsoft Corporation, a Delaware Corporation Objectsoft Corporation, a Corporation Organized and Existing Under the Laws of the State of New Jersey. Does Hereby Certify: First: That It Was Organized Pursuant to the Provisions of Title 14a:2-7 of the New Jersey Corporation Act on the 20th Day of December, 1990. Second: That It Owns 100% of the Outstanding Shares of the Capital Stock of Objectsoft Corporation, a Corporation Organized Pursuant to the Provisions of the General Corporation Law of the State of Delaware, on the 4th Day of January, 1996. Third: By Unanimous Written Consent Dated January 4, 1996, Determined to Merge the Corporation Into Said Objectsoft Corporation, and Did Adopt the Following Resolutions: Resolved, That This Corporation, Objectsoft Corporation, a New Jersey Corporation Merge Itself Into Objectsoft Corporation, a Delaware Corporation, Assumed All of the Obligations of Objectsoft Corporation, a New Jersey Corporation. Further Resolved, That the Terms and Conditions of the Merger Are as Follows: Upon Completion of the Merger, the Holders of the Shares of Objectsoft, a New Jersey Corporation, Shall Receive an Equivalent Number of Shares of the Shares of Objectsoft, a Delaware Corporation, and Shall Have No Further Claims of Any Kind or Nature; and All of the Shares of Objectsoft, a Delaware Corporation Held by Objectsoft Corporation, a New Jersey Corporation, Its Sole Shareholder Shall Be Surrendered and Canceled. Fourth: That This Merger Has Been Adopted, Approved, Certified, Executed and Acknowledged by the Parent Corporation. <page> in Witness Whereof, Said Objectsoft Corporation, a New Jersey Corporation Has Caused This Certificate to Be Signed by George J. Febish Its President, This 31st Day of January, 1996. Objectsoft Corporation, a New Jersey Corporation By: /S/ George J. Febish George J. Febish, President -2
