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CERTIFICATE OF OWNERSHIP AND MERGER
OF
NAHC, INC.
(a Delaware corporation)
INTO
NOVACARE, INC.
(a Delaware corporation)
It is hereby certified that:
1. NovaCare, Inc. (the "Corporation") is a business
corporation of the State of Delaware.
2. The Corporation is the owner of all of the
outstanding shares of the stock of NAHC, Inc., which is also a business
corporation of the State of Delaware.
3. In connection with the merger described in Item 4,
the Corporation hereby changes its name to NAHC, Inc.
4. On February 14, 2000, the Board of Directors of the
Corporation adopted the following resolutions to merge NAHC, Inc. into the
Corporation:
RESOLVED that NAHC, Inc. be merged into the
Corporation, and that all of the estate, property, rights,
privileges, powers and franchises of NAHC, Inc. be vested in
and held and enjoyed by the Corporation as fully and entirely
and without change or diminution as the same were before held
and enjoyed by NAHC, Inc. in its name; and it is
FURTHER RESOLVED that the Corporation shall assume
all of the obligations of NAHC, Inc.; and it is
FURTHER RESOLVED that the Corporation shall change
its name to NAHC, Inc.; and it is
FURTHER RESOLVED that in connection with the
foregoing resolutions, the Corporation shall cause to be
executed and filed and/or recorded the documents prescribed by
the laws of the State of Delaware and by the laws of any other
appropriate jurisdiction and will cause to be performed all
necessary acts within the State of Delaware and within any
other appropriate jurisdiction.
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Dated: March 16, 2000
NOVACARE, INC.
By:
-----------------------------
Richard S. Binstein, Esq.
Vice President, Secretary
and General Counsel
