ARTICLES OF MERGER
OF
MIZAR ENERGY COMPANY, a Colorado Corporation
INTO
HBOA HOLDINGS, INC., a Florida Corporation
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ARTICLES OF MERGER between HBOA HOLDINGS, INC., a Florida corporation
("HBOA") and Mizar Energy Company, a Colorado corporation ("Mizar").
Pursuant to Section 607.1105 of the Florida Business Corporation Act
(the "Act"), HBOA Holdings, Inc. and Mizar adopt the following Articles of
Merger.
1. The Plan of Merger dated 2000, ("Plan of Merger) setting forth the
terms and conditions of the merger of Mizar with and into HBOA Holdings, Inc.
was approved and adopted by a majority of the shareholders of Mizar at a
shareholder's meeting held on November 10, 2000, and all of the directors of
Mizar by unanimous written consent effective as of October 12, 2000.
2. The Plan of Merger setting forth the terms and conditions of the
merger of Mizar with and into HBOA was approved and adopted by a majority of the
shareholders of HBOA at a special meeting held on November 10, 2000, and all of
the directors of HBOA by unanimous written consent on October 12, 2000.
3. The Plan of Merger is attached to these Articles as Exhibit "A" and
incorporated by reference as if fully set forth herein.
4. Pursuant to s. 607.1105(1)(b) of the Act, the date and time of the
effectiveness of the Merger shall be on the date and time of filing of these
Articles of Merger with the Secretary of State of Florida.
5. The laws of Colorado, the jurisdiction of organization of Mizar,
permit the merger contemplated by the Plan of Merger, and the laws of Colorado
on fulfillment of all filing and recording requirements set forth by the
applicable laws of Colorado will have been complied with.
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
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Laura Holm Edward A. Saludes
Chief Executive Officer and President
<PAGE>
ATTEST: HBOA HOLDINGS, INC.
a Florida corporation
By: /s/ William C. Shope By: /s/ Edward A. Saludes
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William C. Shope Edward A. Saludes
Chief Executive Officer and President
