ARTICLES OF MERGER
OF
UPGRADE INTERNATIONAL CORPORATION
AND
UPGRADE OF WASHINGTON INC.
Pursuant to the provisions of RCW 23B.11.050, the following Articles of
Merger are executed for the purpose of merger Upgrade International Corporation,
a Florida corporation (the "Disappearing Corporation"), with and into Upgrade of
Washington Inc., a Washington corporation (the "Surviving Corporation") and a
wholly-owned subsidiary of Upgrade International Corporation (the "Constituent
Corporations") .
1. The Agreement and Plan of Merger, attached hereto as Exhibit A, was
approved, adopted, certified, executed and acknowledged by the shareholders of
the Disappearing Corporation and the Surviving Corporation.
2. The Agreement and Plan of Merger was submitted and unanimously
approved by the Board of Directors of the Disappearing Corporation on July 11,
2000. On August 21, 2000, the Agreement and Plan of Merger was submitted and
duly approved by the shareholders of the Disappearing Corporation pursuant to
Chapter 607 of the Florida Statutes. The total number of votes entitled to be
cast were 19,264,217 with 9,927,325 or 51.53% voting for the merger and 14,610
or .08% voting against the merger, which vote was sufficient for approval of the
shareholders of the Disappearing Corporation.
3. The Agreement and Plan of Merger was submitted to and unanimously
approved by the Board of Directors of the Surviving Corporation on July 11,
2000. The sole shareholder of the Surviving Corporation approved the Agreement
and Plan of Merger on July 11, 2000. The total number of votes entitled to be
cast were 1,000 with 1,000 voting for the merger and zero (0) voting against the
merger, which vote was sufficient for approval of the shareholder of the
Surviving Corporation.
4. The Articles of Incorporation of the Surviving Corporation shall, at
the Effective Time of the Merger, be amended as follows:
Delete ARTICLE I and replace it with the following:
The name of the corporation is "Upgrade International Corporation."
and, as so amended, shall be the Articles of Incorporation of the Surviving
Corporation until the same shall be further altered, amended or repealed as
therein provided.
5. The executed Agreement and Plan of Merger is on file at the
principal executive offices of the Surviving Corporation located at 1411 Fourth
Avenue, Suite 629, Seattle, Washington 98101. A copy of the Agreement and Plan
of Merger will be furnished by the Surviving Corporation, on request and without
cost, to any stockholder of the Constituent Corporations.
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6. Pursuant to the provision of the Florida Statutes Chapter 607.1109,
the Surviving Corporation is deemed to have appointed the Secretary of State of
the State of Florida as its agent for service of process in a proceeding to
enforce any obligation or the rights of dissenting shareholders of the
Disappearing Corporation. The address where copies of process may be sent by
the Secretary of State of the State of Florida is as follows:
Odgen Murphy Wallace, P.L.L.C.
1601 Fifth Avenue, Suite 2100
Seattle, Washington 98101
Attn: James L. Vandeberg
Dated this ____day of _____________, 2000.
UPGRADE INTERNATIONAL CORPORATION
-----------------------------------
By Daniel S. Bland
--------------------------------
Its President and Secretary
--------------------------------
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State of Washington )
) ss
County of _________ )
On ______________, 2000, personally appeared before me, a Notary Public, Daniel
S. Bland who acknowledged that he executed the above instrument.
_____________________________________
Notary Public
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