EXHIBIT 2.2

                              CERTIFICATE OF MERGER

                                       OF

                             HEIR HOLDING CO., INC.
                            (A DELAWARE CORPORATION)

                                       AND

                            SCORES ACQUISITION CORP.
                            (A DELAWARE CORPORATION)

         PURSUANT TO SECTION 251 OF THE DELAWARE GENERAL CORPORATION LAW

                  It is hereby certified that:

                  1. The constituent business entities participating in the
merger herein certified are:

                           (i) HEIR Holding Co., Inc., which is organized under
                           the laws of the State of Delaware; and

                           (ii) Scores Acquisition Corp., which is organized
                           under the laws of the State of Delaware.

                  2. An Agreement of Merger has been approved, adopted,
certified, executed, and acknowledged by each of the aforesaid constituent
companies in accordance with the provisions of Subsection (c) of Section 251 of
the Delaware General Corporation Law.

                  3. The name of the surviving corporation company in the merger
herein certified is HEIR Holding Co., Inc., which will continue its existence
under the name Scores Licensing Corp. upon the effective date of said merger
pursuant to the provisions of the Delaware General Corporation Law.

                  4. The Certificate of Incorporation of HEIR Holding Co., Inc.
shall continue to be the Certificate of Incorporation of the surviving
corporation following the effective date of the merger as amended by changing
the name of the corporation to Scores Licensing Corp., in accordance with the
provisions of the Delaware General Corporation Law.

                  5. The executed Agreement of Merger between the aforesaid
constituent business entities is on file at the principal place of business of
the aforesaid surviving corporation, the address of which is as follows:

                               159 E. 58th Street
                               New York, NY 10155

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                  6. A copy of the aforesaid Agreement of Merger will be
furnished by the aforesaid surviving corporation, and without costs, to any
member of each of the aforesaid constituent entities.


                  Executed on this 7th day of August, 2002

                                HEIR HOLDING CO., INC.
                                a Delaware corporation

                                By: /s/ Richard Goldring
                                    ---------------------------------
                                    Richard Goldring, President

                                SCORES ACQUISITION CORP.
                                a Delaware corporation

                                By: /s/ Richard Goldring
                                    ---------------------------------
                                    Richard Goldring, President

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