CERTIFICATE OF MERGER
OF
ECS INDUSTRIES, INC.
a Delaware corporation
and
INCUBUS ACQUISITIONS, INC.
a Nevada corporation
The undersigned corporations, ECS INDUSTRIES, INC., a Delaware
corporation ("ECS"), and INCUBUS ACQUISITIONS, INC., a Nevada corporation
("IAI"), do hereby certify:
1. IAI is a corporation duly organized and validly existing under the
laws of the State of Nevada. Articles of Incorporation were originally filed
on April 7, 1995.
2. ECS is a corporation duly organized and validly existing
under the laws of the State of Delaware. Articles of Incorporation were
originally filed on May 18, 1987.
3. IAI and ECS are parties to a Merger Agreement, pursuant to which
IAI will be merged with and into ECS. Upon completion of the merger ECS will
be the surviving corporation in the merger and IAI will be dissolved.
Pursuant to the Merger Agreement the stockholders of IAI will receive stock
in ECS. For purposes of process of service, the address of ECS is 30 Old
Rudnick Lane #100, Dover, Delaware 19901.
4. The Articles of Incorporation and Bylaws of ECS as existing prior
to the effective date of the merger shall continue in full force as the
Articles of Incorporation and Bylaws of the surviving corporation.
5. The complete executed Agreement and Plan of Merger dated as of
February 17, 2000, which sets forth the plan of merger providing for the
merger of INI with and into ECS is on file at the corporate offices of ECS.
6. A copy of the Merger Agreement will be furnished by ECS on request
and without cost to any stockholder of any corporation which is a party to
the merger.
7. The plan of merger as set forth in the Agreement and Plan of
Merger, has been approved by a majority of the Board of Directors of IAI at a
meeting held February 17, 2000.
8. IAI has 9,510,000 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders of IAI
held February 17, 2000 all 9,510,000 shares voted in favor of the merger.
9. The plan of merger as set forth in the Agreement and Plan of
Merger, was approved by a majority of the Board of Directors of ECS at a
meeting held February 17, 2000.
10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of ECS is not required pursuant to the provisions of Section
251(f) of the Corporation Law of the State of Delaware.
11. The manner in which the exchange of issued shares of IAI shall be
affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Certificate of
Merger this 17th day of February, 2000.
ECS INDUSTRIES, INC. INCUBUS ACQUISITIONS, INC.
a Delaware corporation a Nevada corporation
By/s/ James Pruzin By/s/ Andreas Commins
JAMES PRUZIN, President ANDREAS COMMINS, President
By/s/ Charles McGuirk By/s/ Andreas Commins
CHARLES McGUIRK, Secretary ANDREAS COMMINS, Secretary
STATE OF California )
) SS:
COUNTY OF Los Angeles )
On 2-17-00 before me, a Notary Public, personally appeared JAMES
PRUZIN who is the President of ECS INDUSTRIES, INC., and who is personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacities and that, by his
signatures on the instrument, the person or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Regis Possino
________________________________
Notary Public
STATE OF California )
) SS:
COUNTY OF Los Angeles )
On 2-17-00 before me, a Notary Public, personally appeared CHARLES
McGUIRK who is the Secretary of ECS INDUSTRIES, INC., and who is personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacities and that, by his
signatures on the instrument, the person or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Regis Possino
________________________________
Notary Public
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On 2-17-00 before me, a Notary Public, personally appeared ANDREAS
COMMINS who is the President and Secretary of INCUBUS ACQUISITIONS, INC., and
who is personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacities
and that, by his signatures on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
________________________________
Notary Public