CERTIFICATE OF MERGER
OF
WHITE ROCK ENTERPRISES, INC.
a Nevada corporation
and
ISES CORPORATION
an Iowa corporation
The undersigned corporations, WHITE ROCK ENTERPRISES, INC., a Nevada
corporation ("WRE"), and ISES CORPORATION, an Iowa corporation ("ISES"), do
hereby certify:
1. WRE is a corporation duly organized and validly existing under the
laws of the State of Nevada. Articles of Incorporation were originally filed
on October 8, 1998.
2. ISES is a corporation duly organized and validly existing
under the laws of the State of Iowa. Articles of Incorporation were
originally filed on May 14, 1997.
3. ISES and WRE are parties to a Merger Agreement, as amended,
pursuant to which ISES will be merged with and into WRE. Upon completion of
the merger WRE will be the surviving corporation in the merger and ISES will
be dissolved. Pursuant to the Merger Agreement the stockholders of ISES will
receive stock in WRE. For purposes of process of service, the address for
ISES will be 1135 Terminal Way, Suite 209, Reno, NV.
4. The Articles of Incorporation and Bylaws of WRE 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 10, 2000, which sets forth the plan of merger providing for the
merger of ISES with and into WRE is on file at the corporate offices of WRE.
6. A copy of the Merger Agreement will be furnished by WRE 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 ISES at
a meeting held February 10, 2000.
8. ISES has 2,000 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders of ISES
held February 10, 2000 all 2,000 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 WRE at a
meeting held February 10, 2000.
10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of WRE is not required pursuant to NRS 92A.130(1).
11. The manner in which the exchange of issued shares of WRE 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 10th day of February, 2000.
WHITE ROCK ENTERPRISES, ISES CORPORATION
a Nevada Corporation an Iowa Corporation
By/s/ Dennis R. Crooks By /s/ Rick Grewell
DENNIS R. CROOKS, President RICK GREWELL, President
By/s/ Sharon Boyd By /s/ Palma Grewell
SHARON BOYD, Secretary PALMA GREWELL, Secretary
STATE OF IOWA )
) SS:
COUNTY OF Polk )
On 2-10-00 before me, a Notary Public, personally appeared RICK
GREWELL who is the President of ISES CORPORATION, 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/ Stan Pshonik
________________________________
Notary Public
STATE OF IOWA )
) SS:
COUNTY OF Polk )
On 2-10-00 before me, a Notary Public, personally appeared PALMA
GREWELL who is the Secretary of ISES CORPORATION, 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 she executed the same in her authorized capacities and that, by her
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/ Stan Pshonik
________________________________
Notary Public
STATE OF CALIFORNIA )
) SS:
COUNTY OF San Diego )
On 2-23-00 before me, a Notary Public, personally appeared DENNIS
CROOKS who is the President of WHITE ROCK ENTERPRISES, LTD. 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/ Norman Hosler
________________________________
Notary Public
STATE OF California )
) SS:
COUNTY OF San Diego )
On 2-23-00 before me, a Notary Public, personally appeared SHARON
BOYD who is the Secretary of WHITE ROCK ENTERPRISES, LTD. 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 she executed the same in her 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/ Michael Rott
________________________________
Notary Public