ARTICLES OF MERGER
These Articles of Merger are submitted for filing to the Utah
Department of Commerce, Division of Corporations and Commercial Code of the
State of Utah pursuant to Utah Code Ann. ss. 16-10a-1105.
Article I
Plan of Merger
Pursuant to the provisions of Utah Code Ann. ss. 16-10a-1105, Aradyme
Development Corporation, a Nevada corporation ("Aradyme"), 677 East 700 South,
Suite 201, American Fork, Utah 84003, and Albion Merger Corporation, a Utah
corporation ("MergerCo"), 24351 Pasto Road, Suite B, Dana Point, California
92629, entered into a Plan of Merger by the terms of which MergerCo became the
surviving corporation in said merger and changed its name to Aradyme Development
Corporation as the surviving corporation.
Article II
Capital Stock of the Constituent Corporations
The respective designations and number of shares of each class and
series of capital stock of the constituent corporations outstanding on the day
of the Plan of Merger were as follows:
Name of Corporation Designation of Shares Number of Shares Outstanding
MergerCo Common stock 1
Aradyme Common stock 13,113,574
Preferred stock 12,000
Article III
Approval of Plan of Merger
The Plan of Merger has been presented to the stockholders and directors
of the constituent corporations in the manner required by law and the
corporations' articles and bylaws and has been approved as follows:
The directors of Aradyme approved and adopted the Plan of Merger by
unanimous written consent dated February 7, 2003.
The common stockholders of Aradyme approved and adopted the Plan of
Merger by majority written consent dated March 7, 2003, representing
11,328,556 shares, or 86%, of the 13,113,574 shares of common stock.
The preferred stockholders of Aradyme approved and adopted the Plan of
Merger by majority written consent dated March 7, 2003, representing
10,000 shares, or 83%, of the 12,000 shares of preferred stock.
The directors of MergerCo approved and adopted the Plan of Merger by
unanimous written consent dated March 13, 2003.
The sole stockholder of MergerCo approved and adopted the Plan of
Merger by majority written consent dated March 13, 2003, representing
the one issued and outstanding share of common stock.
Article IV
Terms of Plan of Merger
The merger provided for herein shall become effective at the close of
business on the date it is filed with the Secretary of State of the State of
Nevada and the Utah Department of Commerce, Division of Corporations and
commercial Code of the State of Utah.
The terms of the Plan of Merger provided that the holders of common
stock of Aradyme will receive an equal number of shares on a pro rata basis of
common stock of the parent corporation of MergerCo, Albion Aviation, Inc., a
Delaware corporation, and that the holders of preferred stock of Aradyme will
receive an equal number of shares on a pro rata basis of the preferred stock of
Albion Aviation, Inc. As consideration, the issued and outstanding shares of
Aradyme common stock and preferred stock will be surrendered for cancellation to
MergerCo and canceled without any consideration issued therefor.
The Plan of Merger is attached hereto and marked as Exhibit A.
Article V
Articles of Incorporation; Amendment
The articles of incorporation of MergerCo shall be the articles of
incorporation of the surviving corporation with the following specific
amendment:
Article I
Name
The name of the corporation shall be Aradyme Development
Corporation.
Article VI
Surviving Corporation
The address of the surviving corporation shall be:
Aradyme Development Corporation
677 East 700 South, Suite 201
American Fork, Utah 84003
IN WITNESS HEREOF, these Articles of Merger have been signed this 13th
day of March, 2003.
ARADYME DEVELOPMENT CORPORATION
By
Kirk L. Tanner, President
ALBION MERGER CORPORATION
By
James R. Spencer, President