<PAGE> 11
CERTIFICATE OF MERGER
OF
KOWTOW INC.
Pursuant to Utah Code Ann. Section 16-IOA-1107(l)(a), the merger of
Kowto Inc., a Utah corporation, into Kowtow, Inc., a Nevada cor-
poration, is permitted under Nevada Revised Statutes Section 78.461.
As required under Section 16-IOA-1107(l)(c), the following corporation
complies with Utah Code Ann. Section 16-IOA-1105 as is evidenced by the
accompanying documents attached hereto filed with the State of Nevada.
Further, in compliance with this section, the principal address of
Kowtow, Inc., the Nevada corporation is 1800 E. Sahara, Suite 107,
Las Vegas, Nevada 89104. In compliance with Section 16-IOA-1107(2),
Kowtow, Inc., the Nevada corporation, herein provides to the State of
Utah a registered agent within the state to accept service in any
proceeding at: 3760 So. Highland Drive, Suite 300, Salt Lake City, Utah
84106.
Under penalties of perjury, I declare that this Certificate of Merger
has been examined by me and, to the best of my knowledge and belief,
true and correct and complete.
By /s/ Krista Castleman
----------------
Krista Castleman
President
<PAGE> 12
CERTIFICATE OF INCORPORATION
OF
KOWTOW INC.
THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE, HEREBY CERTIFIES
THAT DUPLICATE COPIES OF ARTICLES OF INCORPORATION FOR THE INCORPORATION
OF KOWTOW. INC.
DULY SIGNED AND VERIFIED PURSUANT TO THE PROVISIONS OF THE UTAH BUSINESS
CORPORATION ACT, HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO
CONFORM TO LAW.
ACCORDINGLY, THE DIVISION OF CORPORATIONS AND COMMERCIAL CODE, HEREBY
ISSUES THIS CERTIFICATE OF INCORPORATION OF
KOWTOW. INC.
AND ATTACHES HERETO A DUPLICATE COPY OF THE ARTICLES OF INCORPORATION
119542.
Dated this 7th day of March, 1986
By: /s/ Randall R. Smart
----------------
Randall R. Smart
Director, Division of Corporations and Commercial Code
<PAGE> 13
ARTICLES OF MERGER
OF
KOWTOW, INC.
As provided for under Nevada Revised Statute Section 78.458,
Kotow, Inc., aNevada corporation, as the surviving corporation of
the planned merger herein submits to the Secretary of State the
following ARTICLES OF MERGER as acknowledged by the President and the
Secretary of the corporation.
1. Kowtow,Inc., a Utah corporation, is located at 3760 So. High
land Drive, Suite 300, SaltLake City, Utah 84106 and is being merged
into and survived by Kowtow, Inc., a Nevada corporation, as the acquir
ingcorporation with its registered place of business at 1800 E. Sahara,
Suite 107. Las Vegas, Nevada 89104.
2. The plan of merger has been adopted by the board of directors
of each corporation.
3. Approval by the stockholders of the Nevada corporation was not
required as set forth inSection 78.454 inasmuch as the shares and
rights of the stocholders of the Nevada corporation will not change.
4. Approval by the stockholders of the Utah corporation was
required, and after approval by the board of directors, the plan was
submitted to the stockholders at a special meeting onDecember 30, 1993,
with the voting as follows: At the time of the meeting there were
1,000,000 shares outstanding and entitled (u vote, 842,800 shares were
present in person or by proxy and that 842,800 shares voted in favor
of the plan and no shares voted against the plan.
5. There are no amendments to the Articles of Incorporation of
the surviving corporation.
6. A copy of the Plan of Merger is attached.
<PAGE> 14
We, the undersigned, being the President and the Secretary, do make and
file these Articles of Merger, hereby declaring and certifying that the
facts herein stated are true, and accordingly have hereunto set our hand.
By: /s/ Krista Castleton
----------------
Krista Castleton
President
By: /s/ David R. Yeaman
---------------
David R. Yeaman
Secretary
STATE OF UTAH )
: ss
County of Salt Lake)
On this 30th day of December, 1993, before me, a notary public, person-
ally appeared Krista Castleton and David R. Yeaman, known to me to be
the persons whose names are subscribed to the within document, and
acknowledge that they executed the same.
By: /s/ Peter W. Guyon
--------------
Peter W. Guyon
Notary Public
10 Exchange Place #614
Salt Lake City, Utah 84111
<PAGE> 15
PLAN OF MERGER
OF
KOWTOW, INC.
SUBJECT TO THE NEVADA REVISED STATUTES SECTION 78.451 THE
NEVADA CORPORATION HEREIN SUBMITS ITS PLAN OF MERGER AS APPROVED
BY THE BOARD OF DIRECTORS AND A MAJORITY OF THE STOCKHOLDERS.
1. NAME:
It is the intent of Kowtow, Inc., incorporated in the State of Utah,
to mrge into and tobe survived by the Nevada corporation, a corporati
on organized under the laws of the State of Nevada, and to henceforth
be known and on record as Kowtow, Inc.
2. TERMS AND CONDITIONS:
The terms and conditions of the merger, as negotiated by the board of
directors and approved by the majority of the stockholders, is as follows:
(a) That Kowtow, Inc., a Utah corporation, merge into and be sur-
vived by Kowtow, Inc., die Nevada corporation, and that the stock-
holders of the Utah corporation will now hold the same number of
shares in the Nevada corporation with identical designations, prefer-
ences, limitations, and relative rights after the merger.
(b) That the stockholders in Kowtow, Inc., a Utah corporation,
will receiveone share of Kowtow, Inc., the Nevada corporation, in
exchange tor one share of the Utah corporation.
(c) Merger of the Utah corporation into the Nevada corporation is
permissible under Utah law Section 16-IOA-1107(1 )(a).
<PAGE> 16
(d) Subject to NRS Section 78.454, approval by the stockholders of
Nevada corporation, is not required for the merger, inasmuch as the
articles of incorporation of the Nevada corporation will not differ
from its articles before the merger.
(e) Each stockholder in the Nevada corporation, whose share
were outstanding immediately before the effective date of the merger,
will hold the same number of shares with identical designations, pref-
erences, limitations, and relative rights immediately after the merger.
(f) The number of voting shares outstanding immediately after the
merger, plus the number of voting shares issuable as a result of the
merger do not exceed more than twenty percent (20%) of the total number
of voting shares outstanding immediately before the merger.
(g) The number of participating shares outstanding immediately after
the merger, plus the number of participating shares issuable as a result
of the merger do not exceed more than twenty percent (20%) of the total
number of participating shares outstanding immediately before the merger.
KOWTOW, INC. (Utah)
By /s/ Krista Castleton
----------------
Krista Castleton
President
KOWTOW. INC. (Nevada)
By /s/ Krista Castleton
----------------
Krista Castleton
President
