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EXHIBIT 2.1
ARTICLES OF INCORPORATION
of
GROWTEX INC.
The undersigned natural person of the age of eighteen years or more,
acting as incorporator of a corporation under and pursuant to the laws of the
State of Nevada, hereby adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
The name of the corporation is GROWTEX INC.
ARTICLE II
The principal office of this corporation is to be at 50 West Liberty
Street, Suite 880, Reno 89501, State of Nevada. The Nevada Agency and Trust
Company is hereby named as Resident Agent of this corporation and in charge of
its said office in Nevada.
ARTICLE III
The nature of the business, objects and purposes to be transacted,
promoted, or carried on by the corporation are:
A. To conduct any lawful business, to promote any lawful purpose, and to
engage in any lawful act or activity for which corporations maybe
organized under the General Corporation Law of the State of Nevada and
to act in every kind of fiduciary capacity. and generally to do all
things necessary or convenient which are incident to or which a natural
person might or could do.
B. To purchase, receive, take by grant, gift, devise, bequest, or
otherwise. lease, or otherwise acquire, own, hold, improve, employ, use
and otherwise deal in and with real or personal property, or any
interest therein, wherever situated, and to sell, convey, lease,
exchange, transfer or otherwise dispose of, or mortgage or pledge, all
or any of its property and assets, or any interests therein, wherever
situated.
C. To engage generally in the real estate business as principal, and in
any lawful capacity, and generally to take, lease, purchase, or
otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle,
manage, operate, deal in and dispose of mining claims, oil leases, oil
and gas wells, real estate, real property, lands,
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multiple-dwelling structures, houses, buildings and other works and any
interest or right therein; to take, lease, purchase or otherwise handle
or acquire, and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose of, as
principal agent or in any lawful capacity, such personal property,
chattels, chattels real, rights, easements, privileges, causes in
action, notes, bonds, mortgages, and securities as may lawfully be
acquired, held or disposed of and to acquire, purchase, sell, assign,
transfer, dispose of and generally deal in and with as principal, agent,
broker, and in any lawful capacity, mortgages and other interests in
real, personal, and mixed properties; to carry on a general oil
exploration, mining exploration and management business as principal,
agent, representative, contractor, subcontractor, and in any other
lawful capacity. To manufacture, purchase or acquire in any lawful
manner and to hold, own, mortgage, pledge, sell, transfer, or in any
manner dispose of, and to deal and trade in goods, wares, merchandise,
and property of any and every class and description, and in any part of
the world.
D. To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign, mortgage,
pledge or otherwise dispose of and, in any manner deal with and contract
with reference to:
1. Inventions, devices, formulas, processes, improvements and
modifications thereof;
2. Letters patent, patent rights, patented processes, rights, designs,
and similar rights, trademarks, trade names, trade symbols and other
indications or origin and ownership granted by or recognized under the
laws of the United States of America, any state or subdivision thereof,
and any commonwealth, territory, possession, dependency, colony,
possession agency or instrumentality of the United States of America and
of any foreign country, and all rights connected therewith or
appertaining thereto.
3. Franchises licenses, grants and concessions.
E. To make, enter into, perform and carry out contracts of every kind
and description with any person, firm, association, corporation or
government or agency or instrumentality thereof.
F. To lend money in furtherance of its corporate purposes and to invest
and reinvest its funds from time to time to such extent, to such
persons, firms, associations, corporations, governments or agencies or
instrumentalities thereof,
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and on such terms and on such security, if any, as the Board of
Directors of the corporation may determine and direct any officer to
complete.
G. To borrow money without limit as to amount and at such rates of
interest as it may determine; from time to time to issue and sell its
own securities, including its shares of stock, notes, bonds, debentures,
and other obligations, in such amounts, on such terms and conditions,
for such purposes and for such prices, now or hereafter permitted by the
laws of the State of Nevada and by the Board of Directors of the
corporation as they may determine; and to secure any of its obligations
by mortgage, pledge or other encumbrance of any or all of its property,
franchises and income.
H. To be a promoter or manager of other corporations of any type or
kind; and to participate with others in any corporation, partnership,
limited partnership, joint venture, or other association of any kind, or
in any transaction, undertaking or arrangement which the corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.
I. To promote and exercise all or any part of the foregoing purposes and
powers in and all parts of the world, and to conduct its business in all
or any branches in any lawful capacity.
The foregoing enumeration of specific purposes and powers shall not be
held to limit or restrict in any manner the purposes and powers of the
corporation by references to or inference from the terms or provisions
of any other clause, but shall be regarded as independent purposes.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 shares of common stock with $0.001 par value
each.
No shareholder of the corporation shall have the right of cumulative
voting at any election of directors or upon any other matter.
No holder of securities of the corporation shall be entitled as a matter
of right, preemptive or otherwise, to subscribe for or purchase any securities
of the corporation now or hereafter authorized to be issued, or securities held
in the treasury of the corporation, whether issued or sold for cash or other
consideration or as a share dividend or otherwise. Any such securities may be
issued or disposed of by the board of directors to such persons and on such
terms as in its discretion it shall deem advisable.
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ARTICLE V
Any action required to, or that may, be taken at any annual or special
meeting of shareholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action were
present and voted.
ARTICLE VI
The members of the governing board shall be styled DIRECTORS and the
number of such Directors shall be not less than one (l), or more than five (5).
The first board of directors shall be two Members whose names and post office
addresses are as follows:
John T. Bauska
12639 El Camino Real, #6301
San Diego CA 92130
Mr. David R. Mortenson
P.O. Box 5034
Alvin TX 77512-5034
ARTICLE VII
The initial number of stockholders will be two (2). Additional
stockholders may be obtained. The number of directors may be changed as provided
in N.R.S. 78.330.
ARTICLE VIII
A. No director of the corporation shall be liable to the corporation or
any of its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article VIII shall not
authorize the elimination or limitation of liability of a director of the
corporation to the extent the director is found liable for: (i) a breach of such
director's duty of loyalty to the corporation or its shareholders; (ii) an act
or omission not in good faith that constitutes a breach of duty of such director
to the corporation or an act or omission that involves intentional misconduct or
a knowing violation of the law; (iii) a transaction from which such director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute.
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B. The capital stock of this corporation after the amount of the
subscription price or par value has been paid in, shall not be subject to
assessment to pay debts of this corporation and no stock issued as fully paid up
shall ever be assessable or assessed and the Articles of Incorporation shall not
be amended in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
David R. Mortenson, the undersigned, being the original incorporator for
the purpose of forming a corporation to do business both within and without the
state of Nevada, and in pursuance of the General Corporation Law of the State of
Nevada, effective March 31, 1925 and as subsequently amended do make and file
this certificate, hereby declaring and certifying that the facts herein above
stated are true.
This 1st day of April,1999.
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/s/
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Address: P.O. Box 5034
Alvin TX 77512-5034
On 1st April, 1999 before me, the undersigned, a Notary Public in and for said
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State, personally appeared David R. Mortenson to me known to be the person whose
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name is subscribed to the within instrument and acknowledged to me that he
executed the same.
WITNESS my hand and official seal.
/s/ Marcy Ann Ainsworth
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Notary Public
[Notary Seal]
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