OAK BROOK CAPITAL III, INC.
AND
CORPORATION
ARTICLES OF MERGER
Pursuant to the provisions of the Colorado Business Corporation Act (CRS
7-111-107, ET SEQ., as amended) the undersigned corporations adopt the
following Articles of MERGER:
FIRST: ATTACHED HERETO AS EXHIBIT A is the Plan of Merger of OAK BROOK
CAPITAL III, INC., a Colorado corporation ("Oak Brook" or the
"Surviving Corporation"), and ALPHA FIBER MERGER CORPORATION
("Disappearing Corporation"), a Colorado corporation, a copy
of which has been mailed to all respective shareholders.
SECOND: The Plan of Share Exchange was duly adopted by the Boards of
Directors of the respective corporations on September 19, 2000 and
approved by the Board of Directors and majority of the shareholders of
OAK BROOK on October 20, 2000, and by the shareholders of the
Disappearing Corporation on ______________, 2000, in the manner
prescribed by the laws of the State of Colorado. THE NUMBER OF SHARES
VOTED FOR THE PLAN OF SHARE EXCHANGE WAS, WITH RESPECT TO EACH
CORPORATION, SUFFICIENT FOR APPROVAL AS SET FORTH BELOW.
(A) The number of shares of OAK BROOK outstanding at the time of such
adoption was 1,678,000, and the number of Shares entitled to vote thereon
was:
1,678,000.
The designation and number of outstanding shares of each class
entitled to vote thereon as a class were:
NONE.
(B) The number of shares voted for such Plan of Merger by ALPHA was
___________________, and the number of shares voted against such Plan of
Merger was:
NONE.
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The address of the registered office of the corporation shall continue to
be 17 West Cheyenne Mountain Boulevard, Colorado Springs, Colorado 80906,
and the name of the registered agent at such address is Mark T. Thatcher,
Esq. Either the registered office or the registered agent may be changed
in the manner provided by law.
/s/ Mark T. Thatcher, Esq.
MARK T. THATCHER, ESQ.
__________________________
REGISTERED AGENT
IN WITNESS WHEREOF, the following persons have duly executed and verify
these Articles of Share Exchange this 20 day of October, 2000.
OAK BROOK CAPITAL III, INC.,
a Colorado corporation
Attest:
/s/ Mark T. Thatcher
_____________________ By:______________________
MARK T. THATCHER,
President
ALPHA FIBER MERGER CORPORATION
a Colorado corporation
/s/ Deborah L. Kern
By:_________________________________
DEBORAH L. KERN,
President
