State of Delaware
                        Office of the Secretary of State


I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
"HI-PLAINS ENERGY CORP.", A WYOMING CORPORATION,
WITH AND INTO "WINCHESTER MINING CORPORATION" UNDER THE NAME
OF "PNW CAPITAL, INC.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE THE SIXTEENTH DAY OF MAY, A.D. 2000, AT 9 O'CLOCK
A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.



Seal

                                             /s/Edward J. Freel
                                             Edward J. Freel, Secretary of State

 2680091   8100M                             Authentication: 0448997
 001250985                                   Date: 5-19-00



                      CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                             HI-PLAINS ENERGY CORP.
                            (a Wyoming corporation)
                                      into
                         WINCHESTER MINING CORPORATION
                            (a Delaware corporation)

It is hereby certified that:

     1. Winchester Mining Corporation  (hereinafter sometimes referred to as the
"Corporation") is a business corporation of the State of Delaware.

     2. The  Corporation  is the owner of all the  outstanding  shares of common
stock of Hi-Plains Energy Corp., which is a business corporation of the state of
Wyoming.

     3. The laws of the  jurisdiction of organization of Hi-Plains  Energy Corp.
permit the merger of a business  corporation that  jurisdiction  with a business
corporation of another jurisdiction.

     4.  The  Corporation   hereby  merges   Hi-Plains  Energy  Corp.  into  the
Corporation.

     5. The  following is a copy of the  resolutions  adopted on May 16, 2000 by
the Board of Directors of the  corporation  to merge the said  Hi-Plains  Energy
Corp. into the Corporation:

     RESOLVED, that Hi-Plains Energy Corp. be merged into this Corporation,  and
     that all the estate, property, rights,  privileges,  powers, and franchises
     of  Hi-Plains  Energy  Corp.  be  vested  in and held and  enjoyed  by this
     Corporation  as fully and entirely and without  change or diminution as the
     same were before held and enjoyed by Hi-Plains Energy Corp. in its name.

     RESOLVED  that this  Corporation  assume all the  obligations  of Hi-Plains
     Energy Corp.

     RESOLVED that this Corporation  shall cause to be executed and filed and/or
     recorded the documents prescribed by the laws of the State of Delaware,  by
     the laws of the State of Wyoming,  and by the laws of any other appropriate
     jurisdiction and will cause



     to be performed all necessary acts within the  jurisdiction of organization
     of  Hi-Plains  Energy  Corp.  and of  this  Corporation  and  in any  other
     appropriate jurisdiction.

     RESOLVED  that this  Corporation  shall  change its  corporate  name to PNW
     Capital, Inc.

     RESOLVED that the effective time of the Certificate of Ownership and Merger
     setting forth a copy of these  resolutions shall be May 16, 2000, and that,
     insofar as the  General  Corporation  Law of the State of  Delaware  shall
     govern the same, said time shall be the effective merger time.


Executed on May 16, 2000


                                             WINCHESTER MINING CORPORATION

                                             By:/s/Wayne Miller
                                             Wayne Miller, President

Providence of British Columbia
Country of Canada

     The foregoing  Certificate of Ownership and Merger was acknowledged  before
me this 16th day of May 2000,  by Wayne Miller,  President of Winchester  Mining
Corporation who affirmed the facts contained therein under penalties of perjury.


                                             /s/G. Roy Long Jr.
                                             G. Roy Long Jr.
                                             A Notary Public in and for the
                                             Province of British Columbia,
                                             Commission expires with life.