ARTICLES OF MERGER
OF
MIZAR ENERGY COMPANY, a Colorado Corporation
INTO
HBOA HOLDINGS, INC., a Florida Corporation
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Pursuant to the provisions of the Colorado Business Corporation Act
(the "Act"), the undersigned corporations adopt the following Articles of
Merger:
1. A Plan of Merger has been duly adopted providing for the merger of
Mizar Energy Company with and into HBOA Holdings, Inc. resulting in HBOA
Holdings, Inc. being the survivor. The Plan of Merger is set forth herein as
Exhibit "A".
2. Shareholder approval of the Plan of Merger was required. The number
of votes cast for the plan by each voting group entitled to vote separately on
the merger was sufficient for approval by that voting group.
3 The surviving corporation is organized under the laws of the state of
Florida and the address of its principal office is c/o HBOA Holdings, Inc., 2400
E. Commercial Blvd., Suite 221, Ft. Lauderdale, FL 33308.
IN WITNESS WHEREOF, the parties have set their hands this 10th day of
November, 2000.
ATTEST: MIZAR ENERGY COMPANY,
a Colorado corporation
By: /s/ Laura Holm By: /s/ Edward A. Saludes
--------------------- --------------------------------------
Laura Holm Edward A. Saludes
Chief Executive Officer and President
ATTEST: HBOA HOLDINGS, INC.
a Florida corporation
By: /s/ William C. Shope By: /s/ Edward A. Saludes
--------------------- --------------------------------------
William C. Shope Edward A. Saludes
Chief Executive Officer and President
