CENTREX INC
10SB12G, EX-8.2, 2000-11-27
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                        OFFICE OF THE SECRETARY OF STATE

                                STATE OF OKLAHOMA


                                  (STATE SEAL)



                              CERTIFICATE OF MERGER


WHEREAS,

                                  CENTREX, INC.

a corporation  organized  under the laws of the State of OKLAHOMA,  has filed in
the office of the  Secretary  of State duly  authenticated  evidence of a merger
whereby said  corporation is the survivor,  as provided by the laws of the State
of Oklahoma.

     NOW THEREFORE, I, the undersigned Secretary of State of Oklahoma, by virtue
of the powers vested in me by law, do hereby issue this  Certificate  evidencing
such merger.

     IN  TESTIMONY  WHEREOF,  I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.






                                  Filed in the City of Oklahoma City this 7TH
                                  day of JUNE, 1999.




                                  ---------------------------------------
                                             Secretary of State


                              By: _______________________________________


                                                  Sequentially numbered page 167
<PAGE>



                              CERTIFICATE OF MERGER


TO THE  SECRETARY OF STATE OF THE STATE OF OKLAHOMA,  101 State  Capitol  Bldg.,
Oklahoma City, OK 73105.

     This  Certificate  of Merger is being filed pursuant to Section 1082 of the
Oklahoma General  Corporation  Act. In lieu of filing an executed  Agreement and
Plan of  Merger,  the  Surviving  Corporation  hereby  states and  certifies  as
follows:

1.   The  names  and  state  of   incorporation   of  each  of  the  Constituent
     Corporations are:

     NAME OF CORPORATION                         STATE OF INCORPORATION

     Centrex, Inc.                               Oklahoma
     E.coli Measurement System, Inc.             Florida

2.   An  Agreement  and Plan of Merger ahs been  approved,  adopted,  certified,
     executed and  acknowledged by each Constituent  Corporation,  in accordance
     with the  provisions  of Section 1082 of Title 18 of the Oklahoma  Statutes
     and Section 601.1107 of the Corporation Laws of Florida.

3.   The name of the Surviving Corporation is Centrex, Inc.

4.   The Certificate of Incorporation of the Surviving  Corporation is not being
     changed by reason of the Merger.

5.   The executed Agreement and Plan of Merger is on file at the principal place
     of business of the Surviving Corporation at 8908 S. Yale, Suite 409, Tulsa,
     OK 74137-3545.

6.   A copy of the Agreement and Plan of Merger will be furnished on request and
     without cost to any shareholder of any Constituent Corporation.

7.   The authorized capital of E.coli Measurement  System,  Inc. is 1,000 shares
     of common  stock,  par value $1.00 per share,  and 1,000 shares are issued,
     outstanding and voted for the Merger.



                                       1
                                                  Sequentially numbered page 168
<PAGE>


     IN WITNESS WHEREOF,  the Surviving  Corporation ahs caused this Certificate
of Merger to be executed by its  President and attested by its  Secretary,  this
1st of June, 1999.

                                      CENTREX, INC.


                                      By: ___________________________________
                                      Rhonda Vincent, Vice President



ATTEST:

By: ____________________________
Rhonda Vincent, Secretary



                                       2

                                                  Sequentially numbered page 169


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