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Exhibit 2
ARTICLES OF MERGER
NEXLAND, INC., AN ARIZONA CORPORATION
WITH
NEXLAND, INC., A DELAWARE CORPORATION
Pursuant to Sections 10.1101 and 10.1105 of the Arizona Code, the corporations
described herein, desiring to effect a merger, set forth the following:
ARTICLE I: The name of the surviving corporation (the "SURVIVING CORPORATION")
is NEXLAND, INC., a Delaware corporation
ARTICLE II: The name of the acquired corporation (the "ACQUIRED CORPORATION") is
Nexland, Inc., an Arizona corporation.
ARTICLE III: The Surviving Corporation has its principal offices at 1101
Brickell Avenue, North Tower, 2nd Floor, Miami, Florida 33131.
ARTICLE IV: The name and address of the Registered Agent in the State of
Delaware for the Surviving Corporation shall be CorpAmerica, Inc., 30 Old
Rudnick Lane, Dover, DE 19901.
ARTICLE V: The Agreement of Merger, containing the information required by
Arizona Code Section 10.1101, is set forth in EXHIBIT "A", which is attached
hereto and made a part hereof.
ARTICLE VI: With respect to the Acquired Corporation: 35,015,229 shares of
common stock were entitled to vote on the merger; 28,643,116 votes were cast in
favor of the merger; and 1,034 votes were cast against the merger. The number of
votes cast were sufficient for shareholder approval of the Agreement of Merger.
ARTICLE VII: With respect to the Surviving Corporation, 50,000,000 Common Shares
were outstanding, all of which were entitled to vote on the plan of share
exchange. The number of votes cast for the share exchange was unanimous, and
therefore sufficient for approval.
ARTICLE VIII: These Articles of Merger shall be effective as of the date of
filing in accordance with Arizona Statutes Section 10.1105(B).
Date: September 1, 2000
"Surviving Corporation" "Acquired Corporation"
NEXLAND, INC., an Arizona corporation NEXLAND, INC., a Delaware corporation
By: /s/ Greg Levine By: /s/ Greg Levine
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Greg Levine, President Greg Levine, President
