OAK BROOK CAPITAL III, INC.
FORTE HOLDINGS, LTD.
and
JOVUS, LTD
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"), Forte
Holdings, Ltd., a St. Vincent and the Grenadines corporation, and
wholly-owned subsidiary of Oak Brook (the "Disappearing Corporation"),
and JOVUS, LTD., a St. Vincent and the Grenadines corporation (the
"Surviving Corporation"), a copy of which has been mailed to all
respective shareholders.
SECOND: The Plan of Merger was duly adopted by the Boards of Directors, or
other governing body, of the respective corporations on September 19,
2000, and approved by the Board of Directors and Shareholders of OAK
BROOK on September 19, 2000, by the Board of Directors of Forte on
September 19, 2000 and by the Board of Directors of Jovus on September
19, 2000, in the manner prescribed by the laws of St. Vincent and the
Grenadines. The number of shares voted for the Plan of Merger 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 OAK BROOK 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 Oak Brook shall continue to be 17
West Cheyenne Mountain Boulevard, Colorado Springs, CO 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
MARK T. THATHCER
______________________________
REGISTERED AGENT
IN WITNESS WHEREOF, the following persons have duly executed and verify these
Articles of Merger this 19TH day of September, 2000.
OAK BROOK CAPITAL III, INC.,
a Colorado corporation
Attest:
_____________________ By: /s/ Mark T. Thatcher
--------------------
MARK T. THATCHER,
Its President
FORTE HOLDINGS, LTD.,
a St. Vincent and the Grenadines
corporation
By: /s/ Corporate Council Limited
-----------------------------
CORPORATE COUNCIL LIMITED
Its Director
JOVUS, LTD.
a St. Vincent and the Grenadines
corporation
By: /s/ Deborah Kern
-----------------------------
DEBORAH KERN
Its President
Dated: September 19, 2000
