ARTICLES OF MERGER
                                       OF
                            EDD HELMS, INCORPORATED,
                              A FLORIDA CORPORATION
                                       AND
                                HOTELECOPY, INC.,
                              A FLORIDA CORPORATION


         Pursuant to the  provisions  of Sections  607.1101  and 607.1105 of the
Florida  Business  Corporation  Act (the  "FBCA"),  EDD HELMS,  INCORPORATED,  a
Florida  corporation,  and HOTELECOPY,  INC., a Florida  corporation,  adopt the
following  Articles of Merger for the purpose of merging Edd Helms  Incorporated
with and into Hotelecopy, Inc. (the "Merger").

FIRST:   The Plan of Merger is attached hereto as Exhibit A and incorporated
         herein.

SECOND:  The Merger is to be effective immediately upon filing of these Articles
         of Merger with the Florida Secretary of State.

THIRD:   The  Plan of  Merger  was  adopted  by the  unanimous  written
                  consent of the shareholders of Edd Helms, Incorporated,  dated
                  March 26th,  1999,  and by a majority of the  shareholders  of
                  Hotelecopy,  Inc., at a shareholders' meeting held on July 30,
                  1999, which vote was sufficient for its approval.

         IN WITNESS  WHEREOF,  each of the undersigned has caused these Articles
of Merger to be signed in its corporate name on the 2nd day of August, 1999.

                                                     EDD HELMS, INCORPORATED
                                                     a Florida corporation

                                                  By:      /s/ W. Edd Helms, Jr.
                                                  Its:      President

                                                     HOTELECOPY, INC.,
                                                     a Florida corporation

                                                 By:       /s/ W. Edd Helms, Jr.
                                                 Its:        President

This instrument was prepared by:
St. John Daugherty, Esq.
Lic. #937274
Tel. 954-525-9900
Berger Davis & Singerman, PA
100 N.E. Third Avenue, Suite 400
Fort Lauderdale, Florida 33301



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                                 PLAN OF MERGER


1.       Names of Merging Corporations

         Edd Helms, Incorporated, a Florida corporation ("EHI"), shall be merged
with and into Hotelecopy, Inc., a Florida corporation ("Hotelecopy").

2.       Terms and Conditions of the Proposed Merger

         2.1      The Merger

         The Merger shall occur at the  Effective  Time,  as defined  below,  at
which time the separate  existence of EHI shall cease.  Hotelecopy  shall be the
surviving corporation (the "Surviving  Corporation").  The name of the surviving
corporation  shall continue to be Hotelecopy,  Inc., and Hotelecopy's  corporate
existence,  with  all  of its  purposes,  powers  and  objects,  shall  continue
unaffected  and unimpaired by the Merger.  (EHI and  Hotelecopy are  hereinafter
sometimes collectively referred to as the "Constituent Corporations").

         2.2      The Surviving Corporation

         At the Effective Time of the Merger,  the effect of the Merger shall be
as provided in the applicable provisions of the Florida Business Corporation Act
(the "FBCA").

         The  identity,   existence,   purposes,  powers,  objects,  franchises,
privileges,  rights and immunities of Hotelecopy  shall continue  unaffected and
unimpaired by the Merger; and the corporate franchises,  existence and rights of
EHI shall be merged with and into Hotelecopy;  and Hotelecopy,  as the Surviving
Corporation, shall be fully vested therewith.

         At the  Effective  Time of the Merger,  the  separate  existence of EHI
shall  cease and,  in  accordance  with the terms of the merger  agreement,  the
Surviving Corporation shall possess all the rights,  privileges,  immunities and
franchises,  of a public as well as of a private nature, and all property, real,
personal  and  mixed;  and  all  debts  due  on  whatever   account,   including
subscriptions  to  shares,  all taxes,  including  those due and owing and those
accrued,  and all other choses in action, and all and every other interest of or
belonging  to or due to EHI and  Hotelecopy  shall be  taken  and  deemed  to be
transferred to, and vested in, the Surviving  Corporation without further act or
deed; and all property, rights and privileges, powers and franchises and all and
every other  interest  shall be  thereafter as  effectually  the property of the
Surviving  Corporation as they were of EHI and Hotelecopy;  and the title to any
real estate,  or interest therein,  whether by deed or otherwise,  vested in EHI
and  Hotelecopy,  shall not  revert or be in any way  impaired  by reason of the
Merger.

                  The Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities  and  obligations of EHI and Hotelecopy;  and any
claim existing, or action or proceeding pending, by or against EHI or Hotelecopy
may be  prosecuted  as if the  Merger  had not  taken  place,  or the  Surviving
Corporation  may be substituted in their place.  Neither the rights of creditors
nor any liens upon the  property of EHI or  Hotelecopy  shall be impaired by the
Merger; and all debts, liabilities and duties of EHI and Hotelecopy shall attach
to the  Surviving  Corporation,  and  may be  enforced  against  such  Surviving
Corporation to the same extent as if said debts, liabilities and duties had been
incurred or contracted by such Surviving Corporation.




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         The Constituent  Corporations shall execute,  deliver,  acknowledge and
record any and all documents necessary or appropriate to confirm and perfect the
transfer of assets and property to the Surviving Corporation.

         2.3      Articles of Incorporation

         The  Articles  of  Incorporation  of  Hotelecopy  shall be  amended  by
deleting Article ___ in its entirety and replacing it with the following:

              "Article I:  The name of the Corporation is Edd Helms Group, Inc."

         The Articles of  Incorporation  of Hotelecopy as in effect  immediately
prior  to  the  Effective  Time,  as  so  amended,  shall  be  the  Articles  of
Incorporation  of the Surviving  Corporation  until the same shall thereafter be
altered, amended or repealed in accordance with the FBCA.

         2.4      Bylaws

         The  Bylaws  of  Hotelecopy  as in  effect  immediately  prior  to  the
Effective Time shall be the Bylaws of the Surviving  Corporation  until the same
shall thereafter be altered,  amended or repealed in the manner provided in such
Bylaws and in accordance with the FBCA.

3.       Manner and Basis of Converting Shares

         3.1               Conversion

Each one (1) share of EHI common stock ("EHI Stock") issued and outstanding
immediately  prior to the  Effective  Time shall,  by virtue of the Merger,  and
without  any  action  on the  part  of the  holders  thereof,  automatically  be
converted  into  TWO  THOUSAND  ONE  HUNDRED  SEVENTY  EIGHT  and  6363/10000ths
(2178.6363) fully paid and  non-assessable  shares of common stock of Hotelecopy
("Hotelecopy Stock") at the Effective Time of the Merger.

         3.2      Treasury Shares

                  Any and all shares of EHI Stock held as treasury shares by EHI
shall be canceled and retired at the Effective Time, and no consideration  shall
be delivered or paid in exchange therefor.

         3.3      Fractional Shares

                  No fractional  shares of Hotelecopy  Stock will be issued as a
result of the Merger. In lieu of issuing fractional shares,  Hotelecopy will pay
cash  adjustments to the relevant holder of EHI Stock in respect of any fraction
of a share of Hotelecopy Stock that would otherwise be issuable to such holder.





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4.       Effective Date of the Merger

         The  Merger  shall  become  effective  immediately  upon the  filing of
Articles of Merger  incorporating  this Plan with the Florida Secretary of State
(the "Effective Time").






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