ARTICLES OF MERGER
OF FILED# C27281-99
U.S. CRUDE, LTD. JUN 15 2000
(a California corporation) In the Office of
and Dean Heller
CYPRESS CAPITAL, INC. Secretary of State
(a Nevada corporation)
The Undersigned, being President of Cypress Capital, Inc., a Nevada
corporation, and the President of U.S. Crude, Ltd., a Nevada corporation
(collectively "the constituent entities"), hereby certify as follows:
1. Pursuant to NRS 92A.190 and the California Corporation Code 1100 et
seq., a Plan of Merger has been approved by the board of directors of
Cypress Capital, Inc., a Nevada corporation, and U.S. Crude, Ltd., a
California corporation.
2. The approval of shareholders of the Constituent Entities of Cypress
Capital, Inc. and U.S. Crude, Ltd. is not required under NRS 92A.190,
and the laws of the State of California specifically permit the merger
of the parent, U.S. Crude, Ltd., into the subsidiary, Cypress Capital,
Inc., and the laws of the State of California have been complied with
in effecting the merger.
3. Pursuant to the California Corporations Code Section 1100, 1108a,
1110a(1), U.S. Crude, Ltd., a California corporation, parent
corporation and owner of 100% of the issued and outstanding shares of
Cypress Capital, Inc., a Nevada corporation, the subsidiary, has
adopted a Resolution to merge the parent, U.S. Crude, Ltd., into
Cypress Capital, Inc. and change its name to U.S. Crude, Ltd.
4. The surviving corporation assumes all the liabilities of U.S. Crude,
Ltd., a California Corporation.
5. All shares issued and outstanding of U.S. Crude, Ltd. shall, upon
merged merger, represent shares of the merged corporation on a one for
one basis, pro rata. All shares of Cypress Capital, Inc. (100%) owned
by U.S. Crude, Ltd. shall be retired to treasury upon merger.
6. The Articles of Incorporation of Cypress Capital, Inc. shall be
amended to change the name to U.S. Crude, Ltd.
7. The complete and executed Plan of Merger is on file at the Registered
Offices of the corporation at 673 E. Cooley Drive, Suite 121, Colton,
California 92324.
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Effective this 5th day of June, 2000.
U.S. Crude, Ltd. Cypress Capital, Inc.
a California corporation a Nevada corporation
/s/Anthony K. Miller /s/Anthony K. Miller
Anthony K. Miller, President/Secy Anthony K. Miller, President/Secy
(Printed Name) (Printed Name)
State of California )
)ss.
County of San Bernardino )
On this 5th day of June, 2000, before me, a Notary Public, personally
appeared Anthony K. Miller, President of U.S. Crude, Ltd. and executed on this
date the foregoing instrument for the purposes therein contained, by signing on
behalf of the above named corporation as a duly authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/Katherine L. Chavez
Seal Notary Public
Katherine L. Chavez Residing at 1040 S. Mt. Vernon Ave.
Comm. #1219081 Colton, CA 92324
Notary Public - California
San Bernardino County My Commission Expires:
My Comm. Expires May 10, 2003 May 10, 2003
