ARTICLES OF MERGER
OF
WEALTHHOUND.COM, INC.
(A FLORIDA CORPORATION)
AND
WEALTHHOUND.COM, INC.
(A DELAWARE CORPORATION)
To the Department of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act, the domestic
business corporation and the foreign corporation herein named do hereby submit
the following articles of merger.
1. Annexed hereto and made a part hereof is the Agreement and Plan of Merger for
merging WealthHound.com, Inc., a Florida corporation ("WealthHound Florida"),
with and into WealthHound.com, Inc., a Delaware corporation ("WealthHound
Delaware"). The Plan of Merger was approved by WealthHound Florida and
WealthHound Delaware, in accordance with the applicable laws of Florida and
Delaware, respectively.
2. The shareholders of WealthHound Florida entitled to vote on the aforesaid
Plan of Merger approved and adopted the Plan of Merger by written consent given
by them on September 20, 2000. The approval of the shareholders of WealthHound
Delaware was not required pursuant to the laws of the State of Florida or
Delaware.
3. The merger of WealthHound Florida with and into WealthHound Delaware is
permitted by the laws of Delaware, the jurisdiction of organization of
WealthHound Delaware, and has been authorized in compliance with said laws. The
date of approval and adoption of the Plan of Merger by the directors of
WealthHound Delaware was September 20, 2000.
4. The effective date of the merger herein provided for in the State of Florida
shall be on October 20, 2000.
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Executed on October 17, 2000.
WEALTHHHOUND.COM, INC.,
a Florida corporation
By: /s/ Michael D. Farkas
----------------------------------
Name: Michael D. Farkas
Title: Chief Executive Officer
WEALTHHOUND.COM, INC.,
a Delaware corporation
By: /s/ Michael D. Farkas
----------------------------------
Name: Michael D. Farkas
Title: Chief Executive Officer
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