CERTIFICATE OF FORMATION

                                       OF

                     INTERACTIVE VOICE MEDIA NEW JERSEY LLC

      (Under Section 18-201 of the Delaware Limited Liability Company Act)




     1. The name of the limited liability company is: INTERACTIVE VOICE MEDIA
NEW JERSEY LLC.

     2. The address of its registered office in the State of Delaware is 1013
Centre Road, Wilmington, County of New Castle, Delaware 19805. The name of its
registered agent at such address is Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of INTERACTIVE VOICE MEDIA NEW JERSEY LLC this 24th day of September,
1998.


                                            /s/ Candace Lynn Bell
                                            ------------------------------------
                                            Candace Lynn Bell, Authorized Person






                              CERTIFICATE OF MERGER
                                       of
                       INTERACTIVE VOICE MEDIA (NJ) CORP.
                            a New Jersey corporation;

                                      into

                     INTERACTIVE VOICE MEDIA NEW JERSEY LLC,
                      a Delaware Limited Liability Company,
   (pursuant to Sections 18-209 of the Delaware Limited Liability Company Act)




     The undersigned does hereby certify as follows:


     1. The name and jurisdiction of formation or organization of the domestic
limited liability company and the other business entity to the merger is as
follows:

--------------------------------------------------------------------------------
                          Name                  Form of Entity   Jurisdiction of
                                                                  Formation or
                                                                  Orqanization
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
  Interactive Voice Media (NJ) Corp.              corporation       New Jersey
--------------------------------------------------------------------------------
  Interactive Voice Media New Jersey LLC        limited liability     Delaware
                                                   company
--------------------------------------------------------------------------------


     2. An agreement of merger has been approved, adopted, certified, executed
and acknowledged by the domestic limited liability company and the other
business entity in accordance with Section 18-209(c)(2) of the Delaware Limited
Liability Company Act.

     3. The name of the surviving domestic limited liability company is
Interactive Voice Media New Jersey LLC (the "Surviving Entity").

     4 The effective date of the merger shall be September 30, 1998 at 5:00pm
Eastern Standard Time.

     5. The executed agreement of merger is on file at the principal place of
business of the Surviving Entity and the address of the principal place of
business of the Surviving Entity is c/o Interactive Voice Media New York LLC,
342 Madison Avenue, Suite 2008, New York, New York 10173.





     6. A copy of the agreement of merger will be furnished by the Surviving
Entity, on request and without cost, to any shareholder of Interactive Voice
Media (NJ) Corp. or any member of the Surviving Entity.

     IN WITNESS WHEREOF, the undersigned have hereunto executed this Certificate
of Merger this 25th day of September, 1998.

                                         Interactive Voice Media New Jersey LLC,
                                         a Delaware Limited Liability Company
(Limited Liability Company Seal)

                                        By:  /s/ Nicholas Paine
                                            ------------------------------------
                                            Nicholas Paine, Chief Executive
                                            Officer and Manager


Attest:


/s/ Ron Duke
------------------------------------
Ron Duke, Secretary