EXHIBIT 2.3
                                   -----------

                               ARTICLES OF MERGER
                                       OF
             LITTLE PRINCE PRODUCTIONS, LTD., A NEW YORK CORPORATION
                                      INTO
                ATLANTIC INDUSTRIES, INC, A COLORADO CORPORATION

        UNDER SECTION 7-111-107 OF THE COLORADO BUSINESS CORPORATION ACT

         We,  the  undersigned,  Adrian P.  Kirby and  Peter N.  Chapman,  being
respectively the President,  Chief Executive  Officer and Chairman of the Board,
and the Secretary of Atlantic Industries, Inc., and Adrian P. Kirby and Peter N.
Chapman, being respectively the President,  Chief Executive Officer and Chairman
of the Board,  and the  Secretary  of Little  Prince  Productions,  Ltd.  hereby
certify:

         1.       (a)      The  name  of  the  non-surviving  corporation  is as
                  follows:

                  Little  Prince  Productions,  Ltd.,  a  New  York  corporation
                  ("Little Prince").

                  (b)      The name of the surviving corporation is:

                  Atlantic    Industries,    Inc.,   a   Colorado    corporation
                  ("Atlantic").

         2.       The  Agreement  and Plan of Merger  entered  into by and among
Atlantic  and Little  Prince is  attached  hereto as Exhibit A and  incorporated
herein by reference.

         3.       The merger was adopted by Atlantic by the affirmative  vote of
a majority of the  outstanding  shares  entitled  to vote  thereon and by Little
Prince  by the  affirmative  vote of at  least  two  thirds  of the  issued  and
outstanding shares entitled to vote thereon.

         4.       Little Prince has complied with the  applicable  provisions of
the laws of the  State  of New York  under  which it is  incorporated,  and this
merger is permitted by such laws.

         5.       The  surviving  corporation  is Atlantic  Industries,  Inc., a
corporation of the State of Colorado,  incorporated  on the 31st day of January,
1996.

         6.       The merger  shall be  effective  on the date of filing of this
Articles of Merger.
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         IN WITNESS WHEREOF,  we have signed this certificate on the 29th day of
March,  1996 and we  affirm  the  statements  contained  therein  as true  under
penalties of perjury.

                                        ATLANTIC INDUSTRIES, INC.


                                         /s/ Adrian P. Kirby
                                        ----------------------------------------
                                        By:  Adrian P. Kirby
                                        Its: President, Chief Executive Officer
                                             and Chairman of the Board
     

                                         /s/ Peter N. Chapman
                                        ----------------------------------------
                                        By:  Peter N. Chapman
                                        Its: Secretary


                                        LITTLE PRINCE PRODUCTIONS, LTD.


                                         /s/ Adrian P. Kirby
                                        ----------------------------------------
                                        By:  Adrian P. Kirby
                                        Its: President, Chief Executive Officer
                                             and Chairman of the Board


                                         /s/ Peter N. Chapman
                                        ----------------------------------------
                                        By:  Peter N. Chapman
                                        Its: Secretary
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