ARTICLES AND PLAN OF MERGER
OF
BECAN DISTRIBUTORS, INC.
AND
DRUGMAX.COM, INC.
To the Secretary of State
of the State of Nevada
Pursuant to the provisions of Chapter 92A, Nevada Revised Statutes, the
domestic corporation and the foreign corporation herein named do hereby submit
the following Articles of Merger.
1. The following is the Plan of Merger for merging Becan
Distributors, Inc. with and into DrugMax.com, Inc.
a. DrugMax.com, Inc., which is a business corporation of the
State of Nevada and is the parent corporation and the owner
of all the outstanding shares of Becan Distributors, Inc,
which is a business corporation of the State of Ohio and the
subsidiary corporation, hereby merges Becan Distributors,
Inc. into DrugMax.com, Inc. pursuant to the provisions of
Chapter 92A, Nevada Revised Statutes and pursuant to the
provisions of the laws of the jurisdiction of organization
of DrugMax.com, Inc.
b. The jurisdiction of organization of Becan Distributors, Inc.
is the State of Ohio. The jurisdiction of organization of
DrugMax.com, Inc. is the State of Nevada.
c. The separate existence of Becan Distributors, Inc. shall
cease at the effective time of the merger pursuant to the
provisions of Chapter 92A, Nevada Revised Statutes, and
pursuant to the provisions of the Laws of the jurisdiction
of its organization; and DrugMax.com, Inc. shall continue
its existence as the surviving corporation pursuant to the
provisions of Chapter 92A, Nevada Revised Statutes.
d. The issued shares of Becan Distributors, Inc. shall not be
converted in any manner, but each said share which is issued
as of the effective time of the merger shall be surrendered
and extinguished
e. The Board of Directors and the proper officers of
DrugMax.com, Inc. shall not be converted in any manner, but
each said share which is issued as of the effective time of
the merger shall be surrendered and extinguished.
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2. The said Plan of Merger has been adopted by the Board of
Directors of Becan Distributors, Inc. and of DrugMax.com, Inc.
DrugMax.com, Inc. is the owner of all of the outstanding shares
of Becan Distributors, Inc. Approval by the stockholders of
DrugMax.com, Inc. was not required.
3. The merger of Becan Distributors, Inc. with and into DrugMax.com,
Inc. is permitted by the laws of the jurisdiction of organization
of Becan Distributors, Inc. and has been authorized in compliance
with the said laws.
4. DrugMax.com, Inc., as the owner of all of the outstanding shares
of Becan Distributors, Inc., has waived the requirement of
mailing a copy of the Plan of Merger to itself.
Signed on March 29, 2000
Becan Distributors, Inc.
By: /s/ WILLIAM LAGAMBA
----------------------
Name: William LaGamba
Title: Vice President
By: /s/ STEPHEN M. WATTERS
----------------------
Name: Stephen M. Watters
Title: Secretary
DrugMax.com, Inc.
By: /s/ STEPHEN WATTERS
----------------------
Name: Stephen Watters
Title: President
By: /s/ WILLIAM LAGAMBA
----------------------
Name: William LaGamba
Title: Secretary
