ARTICLES OF SHARE EXCHANGE
                                     between
                                  PROTEO, INC.
                              a Nevada corporation
                             (the Acquiring Company)
                                       and
                the holders of the entire issued share capital of
                             PROTEO MARKETING, INC.
                              a Nevada corporation
                             (the Acquired Company)

                         In accordance with NRS 92A.200

     The undersigned, Joerg Alt and Ulrich Glaeser, being the Presidents and
Secretaries of both Proteo, Inc., a Nevada corporation, and Proteo Marketing,
Inc., a Nevada corporation (collectively, the "Constituent Corporations"), DO
HEREBY CERTIFY as follows:

(1) The Constituent Corporations in the share exchange (the "Exchange") are:

Proteo, Inc., a Nevada corporation ("PTEO"), the acquiring company, whose
principal business office is located at 2775 Mesa Verde East, F#101, Costa Mesa,
California 92626; and

Proteo Marketing, Inc., a Nevada corporation ("Marketing"), the acquired
company, whose principal business office is located at 2775 Mesa Verde East,
F#101, Costa Mesa, California 92626; and

(2)  An  Agreement  and  Plan  of Share Exchange dated as of March 26, 2002 (the
"Plan  of  Share  Exchange") has been approved, adopted, and executed by each of
the  Constituent  Corporations  in  accordance  with  NRS 92A.200 et seq. of the
Nevada  Corporations  Act.

(3) Approval of the Exchange was not required by the owners of PTEO.

(4)  Approval  of  the  Exchange  was  required by the owners of Marketing.  The
number  of  shares  of  the  corporation outstanding and entitled to vote on the
Exchange  is 20,286,512 that the said changes and amendments have been consented
to  and  approved  by  66% of the voting shares outstanding, which constitutes a
majority all of the stockholders of each class of stock outstanding and entitled
to  vote  thereon  in accordance with NRS 92A.120 of the Nevada Corporations Act
and  was  therefore  sufficient  for  approval  of  the  Exchange.

(5)  The  Plan  of  Share  Exchange  is on file at the Registered Office of PTEO
located at 2775 Mesa Verde East, F#101, Costa Mesa, California 92626, and a copy
of  the Plan will be furnished by PTEO, on the request, and without cost, to any
owner  of  any  entity  which  is  a  party  to  this  Exchange.

(6)  The Exchange shall become effective at 5:00 p.m. Nevada time on the date on
which  these  Articles of Share Exchanged are filed by the Secretary of State of
the  state  of  Nevada.



IN  WITNESS  WHEREOF,  the  parties  hereto  have caused these Articles of Share
Exchange  to  be  duly  executed  as  of  this  25th  day  of  April,  2002.

Proteo, Inc.,                                     Proteo Marketing, Inc.,
a Nevada corporation                              a Nevada corporation

By: /s/ Joerg Alte                                By: /s/ Joerg Alte
Joerg Alte, President                              Joerg Alte, President

By: /s/ Ulrich Glaeser                            By: /s/ Ulrich Glaeser
Ulrich Glaeser, Secretary                         Ulrich Glaeser, Secretary