STATE OF DELAWARE
AGREEMENT OF MERGER
Now on this eighteenth day of June, 1997, the CONCORD GROUP
INTERNATIONAL, INC. and the Maxnet, Inc. both Delaware Corporations, pursuant to
Section 251 of the General Corporation Law of the State of Delaware, have
entered into the following Agreement of Merger;
WITNESSETH:
WHEREAS, the respective Boards of Directors of the foregoing named
corporations deem it advisable that the corporations merge into a single
corporation as hereinafter specified; and WHEREAS, said CONCORD GROUP
INTERNATIONAL, INC. filed its Certificate of Incorporation in the office of the
Secretary of State of the State of Delaware on October 26, 1982; and WHEREAS,
said Maxnet, Inc. filed its Certificate of Incorporation in the office of the
Secretary of State of the State of Delaware on October 20, 1994.
NOW, THEREFORE, the corporations, parties to this Agreement, by and
between their respective Boards of Directors, in consideration of the mutual
covenants, agreements and provisions hereinafter contained, do hereby prescribe
the terms and conditions of said merger and of carrying the same into effect as
follows:
FIRST: The CONCORD GROUP INTERNATIONAL, INC. hereby merges into itself
and said Maxnet, Inc. shall be and hereby is merged into CONCORD GROUP
INTERNATIONAL, INC. which shall be the surviving corporation.
SECOND: The Certificate of Incorporation of CONCORD GROUP
INTERNATIONAL, INC. as in effect on the date of the merger provided for in this
Agreement, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger.
THIRD: The manner of converting the outstanding shares of each of the
constituent corporations shall be as follows: Each holder of common shares of
CONCORD GROUP INTERNATIONAL, INC. shall own one common share of the newly merged
company for every one common share he currently holds. Each holder of common
shares in Maxnet, Inc. shall surrender those shares to the company and shall be
issued two common shares of CONCORD GROUP INTERNATIONAL, INC. for every one
common share he surrenders of Maxnet, Inc. Each holder of preferred shares in
Maxnet, Inc. shall surrender those shares to the company and shall be issued one
preferred share of CONCORD GROUP INTERNATIONAL, INC. for every one preferred
share he surrenders of Maxnet, Inc.
FOURTH: This merger shall become effective upon filing with the
Secretary of State of Delaware.
FIFTH: The Certificate of Incorporation of CONCORD GROUP INTERNATIONAL,
INC. shall be amended so that Article One shall read: "The name of the
corporation shall be Maxnet, Inc."
<PAGE>
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to
authority duly given by their respective Boards of Directors, have caused these
presents to be executed by an authorized officer of each party hereto.
CONCORD GROUP INTERNATIONAL, INC.
BY:
---------------------------------------------------------
Mr. Henry Val, President
MAXNET, INC.
BY:
---------------------------------------------------------
Steve Fishman, President
<PAGE>
I, Henry Val, Secretary of CONCORD GROUP INTERNATIONAL, INC. a
corporation organized and exiting under the laws of the State of Delaware,
hereby certify, as such Secretary of the said corporation, that the Agreement of
Merger to which this certificate is attached, after having been first duly
signed on behalf of said corporation by an authorized officer of CONCORD GROUP
INTERNATIONAL, INC., a corporation of the State of Delaware, was duly submitted
to the stockholders of said of CONCORD GROUP INTERNATIONAL, INC. at a special
meeting of said stockholders called and held separately from the meeting of
stockholders of any other corporation, upon waiver of notice, signed by all the
stockholders, for the purpose of considering and taking action upon said
Agreement of Merger, that 180,000 shares of stock of said corporation were on
said date issued and outstanding and that the holder of 120,000 shares voted by
ballot in favor of said Agreement of Merger and the holders of no shares voted
by ballot against same, the said affirmative vote representing at least a
majority of the total number of shares of the outstanding capital stock of said
corporation, and that thereby the Agreement of Merger was at said meeting duly
adopted as the act of the stockholders of said of CONCORD GROUP INTERNATIONAL,
INC. and the duly adopted agreement of said corporation.
WITNESS my hand on behalf of said of CONCORD GROUP INTERNATIONAL, INC.
on this eighteenth day of June, 1997.
________________________
Henry Val, Secretary
<PAGE>
I, Ary Gasparian, Secretary of Maxnet, Inc. a corporation
organized and exiting under the laws of the State of Delaware, hereby certify,
as such Secretary of the said corporation, that the Agreement of Merger to which
this certificate is attached, after having been first duly signed on behalf of
said corporation by an authorized officer of Maxnet, Inc., a corporation of the
State of Delaware, was duly submitted to the stockholders of said of Maxnet,
Inc. at a special meeting of said stockholders called and held separately from
the meeting of stockholders of any other corporation, upon waiver of notice,
signed by all the stockholders, for the purpose of considering and taking action
upon said Agreement of Merger, that 5,000,000 shares of stock of said
corporation were on said date issued and outstanding and that the holder of
5,000,000 shares voted by ballot in favor of said Agreement of Merger and the
holders of no shares voted by ballot against same, the said affirmative vote
representing at least a majority of the total number of shares of the
outstanding capital stock of said corporation, and that thereby the Agreement of
Merger was at said meeting duly adopted as the act of the stockholders of said
of MAXNET INC. and the duly adopted agreement of said corporation.
WITNESS my hand on behalf of said of MAXNET, INC. on this eighteenth
day of June, 1997.
__________________________
Ary Gasparian, Secretary
