EXHIBIT 10.6



                               ARTICLES OF MERGER

                                       OF

                          SCIENTIFIC NRG, INCORPORATED,
                             a Minnesota corporation

                                  with and into

                            NEWBRIDGE CAPITAL, INC.,
                              a Nevada corporation

     Pursuant to the provisions of Sections 92A.200,  92A.230 and 92A.190 of the
Nevada  Revised  Statutes and Section  302A.615  and  302A.651 of the  Minnesota
Statutes Annotated, the undersigned,  Scientific NRG, Incorporated,  a Minnesota
corporation  ("Scientific")  and NewBridge  Capital,  Inc., a Nevada corporation
(the "Surviving Corporation"), hereby adopt the following Articles of Merger for
the purpose of merging Scientific with and into the Surviving Corporation.

     FIRST: The merger agreement dated as of November 30, 1999 setting forth the
entire Plan of Merger of Scientific with and into the Surviving Corporation is
attached hereto as Exhibit "A" and by this reference made a part hereof.

     SECOND: The authorized capital stock of Scientific consists of Forty
Million (40,000,000) shares of common stock, no par value, of which Thirty Two
Million Twenty Three Thousand Eight Hundred Ninety-Seven (32,023,897) shares
have been issued and are outstanding. No other shares of capital stock of
Scientific are issued or outstanding. The authorized capital stock of the
Surviving Corporation consists of Seventy Five Million (75,000,000) shares of
common stock, with $.001 par value per share, of which one share has been issued
and is outstanding and Twenty Five Million (25,000,000) shares of preferred
stock, with $.001 par value, of which no shares are outstanding. No other shares
of capital stock of the Surviving Corporation are issued or outstanding.

     THIRD: Pursuant to Section 302A.613 of the Minnesota Statutes Annotated,
the Plan of Merger was submitted for approval to the stockholders of Scientific.
The number of outstanding shares of Scientific's no par value common stock that
voted in favor of the adoption of the Plan of Merger was Twenty Five Million One
Hundred Thirty Seven Thousand Seven Hundred Thirty Five (25,137,735),
representing a majority of all issued and outstanding shares entitled to vote.
The number of votes cast for approval of the Plan of Merger was sufficient for
approval by the class of no par value common stock.

     FOURTH: Pursuant to Section 92A.120 of the Nevada Revised Statutes, the
Plan of Merger was submitted for approval by the stockholders of the Surviving
Corporation. The number of outstanding shares of the Surviving Corporations
$.001 par value common stock voted in favor of adoption of the Plan of Merger

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was one, representing all of the issued and outstanding shares. No shares of the
$.001 par value common stock of the surviving corporation voted against adoption
of the Plan of Merger. The number of votes cast for approval of the Plan of
Merger was sufficient for approval by the class of $.001 par value common stock.

     FIFTH: Scientific is incorporated under the laws of the State of Minnesota.
The Surviving Corporation is incorporated under the laws of the State of Nevada.

     SIXTH: Both Scientific and the Surviving Corporation have approved,
adopted, certified, executed and acknowledged a Merger Agreement in accordance
with the requirements of Sections 92A.100 and 92A.190 of the Nevada Revised
Statutes and in accordance with Section 302A.611 and 302A.651 of the Minnesota
Statutes Annotated.

     SEVENTH: The Articles of NewBridge Capital Inc., a Nevada corporation,
which is the Surviving Corporation, as amended herein, shall be the Articles of
Incorporation of the Surviving Corporation.

     EIGHTH: The executed Merger Agreement adopted by Scientific and the
Surviving Corporation is on file at the executive offices of the Surviving
Corporation in the State of California, which is located at 4695 MacArthur
Court, Suite 530, Newport Beach, California 92660.

     NINTH: The Surviving Corporation will provide a copy of the Merger
Agreement to any stockholder of Scientific or the Surviving Corporation, upon
request and without charge.

     IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger
as of the 30th day of November, 1999.


                                             "Surviving Corporation"
                                             NewBridge Capital, Inc.,
                                             A Nevada corporation


                                             By:  /s/Fred G. Luke
                                                     Fred G. Luke, President


ATTEST:


 /s/ Jon L. Lawver
     Secretary

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                                             "Scientific"
                                             Scientific NRG, Incorporated,
                                             a Minnesota corporation


                                             By:  /s/Fred G. Luke
                                                     Fred G. Luke, President


ATTEST:


 /s/ Jon L. Lawver
     Secretary