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CERTIFICATE OF MERGER
OF
U.S. REALTEL, INC.,
AN ILLINOIS CORPORATION,
INTO
U.S. REALTEL, INC.,
A DELAWARE CORPORATION
U.S. RealTel, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
U.S. RealTel, Inc. Illinois
U.S. RealTel, Inc. Delaware
SECOND: That a plan and agreement of merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 252(c) of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is U.S.
RealTel, Inc.
FOURTH: That the Certificate of Incorporation of U.S. RealTel, Inc., a
Delaware corporation and the surviving corporation, shall be the Certificate
of Incorporation of the surviving corporation.
FIFTH: That the executed plan and agreement of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 555 W. Madison
St., Atrium Level South, Chicago, IL 60661.
SIXTH: That a copy of the plan and agreement of merger will be furnished
by the surviving corporation, on request and without cost, to any stockholder
of any constituent corporation.
SEVENTH: That the authorized capital stock of U.S. RealTel, Inc., an
Illinois corporation and the disappearing corporation, consists of 50,000,000
shares of Common Stock, par value $0.001 per share.
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IN WITNESS WHEREOF, U.S. RealTel, Inc., a Delaware corporation, has
caused this certificate to be signed by Jordan E. Glazov, its President, this
_____ day of March, 2000.
By: ________________________________
Jordan E. Glazov
President
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