EXHIBIT 3

                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                                 FORTEL, INC.,
                            a California Corporation

                                      into

                               ZITEL CORPORATION,
                            a California Corporation

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                        Pursuant to Section 1110 of the
               General Corporation Law of the State of California
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         Asa W. Lanum and Anna M. McCann certify that:

         1. They are President and Secretary of Zitel Corporation, a California
corporation.

         2. That Zitel Corporation owns all of the outstanding shares of ZM
Acquisition Corporation, a California corporation.

         3. That Zitel Corporation, by the following resolutions of its Board of
Directors, duly adopted a meeting held April 21, 2000, determined to change the
name of ZM Acquisition Corporation to FORTEL Inc. and to merge that corporation
into Zitel Corporation, on the terms and conditions set forth in such
resolutions:

                           RESOLVED, that the officers of this Corporation be
                  and they hereby are authorized and directed to take any and
                  all actions and execute any and all documents necessary or
                  appropriate to change the corporate name of ZM Acquisition
                  Corporation to "FORTEL Inc."

                           FURTHER RESOLVED, that FORTEL Inc. be merged with and
                  into the Corporation and that the Corporation be the surviving
                  corporation in such merger;

                           FURTHER RESOLVED, that the merger shall become
                  effective upon the date and time of the filing of a
                  Certificate of Ownership and Merger with the Secretary of
                  State of the State of California;


                                       1.



                           FURTHER RESOLVED, that upon the effectiveness of the
                  merger, the Corporation shall assume all of the liabilities
                  and obligations of FORTEL Inc.; and

                           FURTHER RESOLVED, that upon the effectiveness of the
                  merger, the name of the Corporation shall be changed to
                  "FORTEL Inc." and Article I of the Restated Articles of
                  Incorporation of the Corporation shall be amended to read as
                  follows:

                           "The name of this corporation is FORTEL Inc."

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct.


Dated as of May 5, 2000


                                                /s/ Asa W. Lanum
                                                --------------------------------
                                                Asa W. Lanum, President



                                                /s/ Anna M. McCann
                                                --------------------------------
                                                Anna M. McCann, Secretary


                                       2.