CERTIFICATE OF OWNERSHIP AND MERGER
                                       of
                          GENUS INTERNATIONAL CORPORATION
                            (a Delaware corporation)
                                      into
                                PHILLIPS 44, INC.
                            (a Wyoming corporation)

It is hereby certified that:

1. Genus International  Corporation  (hereinafter called the "corporation") is a
corporation of the State of Delaware.

2. The corporation,  as the owner of all of the outstanding shares of each class
of the stock of Phillips 44, Inc.,  hereby merges itself into Phillips 44, Inc.,
a  corporation  of the State of Wyoming,  the laws of which permit a merger of a
corporation of that jurisdiction with a corporation of another jurisdiction.

3. The  following  is a copy of the  resolutions  adopted on the 14th day of May
2000, by the Board of Directors of the corporation to merge the corporation into
Phillips 44, Inc.

     RESOLVED,  that this corporation be  reincorporated in the State of Wyoming
     by merging itself into Phillips 44, Inc.  pursuant to the laws of the State
     of Delaware and the State of Wyoming as hereinafter  provided,  so that the
     separate  existence of this  corporation  shall cease as soon as the merger
     shall become  effective,  and thereupon this  corporation  and Phillips 44,
     Inc. will become a single corporation, which shall continue to exist under,
     and be governed by, laws of the State of Colorado.

     RESOLVED,  that the terms and  conditions  of the  proposed  merger  are as
     follows:

(a)  From  and  after  the  effective  time of the  merger,  all of the  estate,
     property,  rights,  privileges,  powers, and franchises of this corporation
     shall become vested in and be held by Phillips 44, Inc. as fully and
     entirely and without  change or diminution as the same were before held and
     enjoyed by this corporation,  and Phillips 44, Inc. shall assume all
     of the obligations of this corporation.

(b)  Each share of common stock, of this  corporation  which shall be issued and
     outstanding  immediately prior to the effective time of the merger shall be
     converted into one issued and outstanding share of common stock,  $.001 par
     value,  of Phillips 44, Inc., and, from and after the effective time of the
     merger, the holders of all of said issued and outstanding
<PAGE>
     common stock shares of Genus International Corporation, shall automatically
     be and become  holders of shares of Phillips 44, Inc.  upon the basis above
     specified,  whether or not certificates  representing  said shares are then
     issued and delivered. Each share of common stock of Phillips 44, Inc. which
     shall be  issued  and  held by this  corporation  immediately  prior to the
     effective  time of the merger  shall be  treated  as a  treasury  share and
     retired.

(c)  After  the  effective  time of the  merger,  each  holder  of record of any
     outstanding  certificate or certificates  theretofore  representing  common
     stock of this  corporation  may  surrender the same to Phillips 44, Inc. at
     its office in Mesa,  Arizona  and such holder  shall be entitled  upon such
     surrender to receive in exchange  therefore a certificate  or  certificates
     representing an equal number of shares of common stock of Phillips 44, Inc.
     Until so  surrendered,  each  outstanding  certificate  which prior to the
     effective time of the merger represented one or more shares of common stock
     of this corporation shall be deemed for all corporate  purposes to evidence
     ownership of an equal number of shares of common stock of Phillips 44, Inc.

(d)  From and  after  the  effective  time of the  merger,  the  Certificate  of
     Incorporation and the By-Laws of Genus  International  Corporation shall be
     the Certificate of Incorporation and the By-Laws of Phillips 44, Inc. as in
     effect immediately prior to such effective time.

(e)  The members of the Board of Directors  and officers of Genus  International
     Corporation  shall  be the  members  of the  Board  of  Directors  and  the
     corresponding officers of Phillips 44, Inc. immediately after the effective
     time of the merger.

(f)  From and after the effective time of the merger, the assets and liabilities
     of this  corporation and of Phillips 44, Inc. shall be entered on the books
     of Phillips  44, Inc. at the amounts at which they shall be carried at such
     time on the respective  books of this corporation and of Phillips 44, Inc.,
     subject to such intercorporate adjustments or eliminations,  if any, as may
     be required to give effect to the merger; and subject to such action as may
     be taken by the Board of Directors of Phillips 44, Inc., in accordance with
     generally  accepted  accounting  principles,  the  capital  and  surplus of
     Phillips  44,  Inc.  shall be  equal to the  capital  and  surplus  of this
     corporation and of Phillips 44, Inc.

RESOLVED,  that this  corporation  does hereby  agree that it may be served with
process  in the State of  Delaware  in any  proceeding  for  enforcement  of any
obligation of Genus International Corporation, as well as for enforcement of any
obligation of this  Corporation  arising from the merger herein provided for and
does hereby irrevocably  appoint the Secretary of State of the State of Delaware
as its agent to accept  service  of  process  in any such  proceeding;  and does
hereby  specify the following  address  without the State of Delaware to which a
copy of such process  shall be mailed by the  Secretary of State of the State of
Delaware: 1237 South Val Vista Drive, Mesa, Arizona 85204.

RESOLVED,  that the effective  time of the  Certificate  of Ownership and Merger
setting forth a copy of these resolutions shall be May 14, 2000, and
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that,  insofar as the General  Corporation  Law of the State of  Delaware  shall
govern the same, said time shall be the effective merger time.

RESOLVED,  that in the event that the proposed  merger shall not be  terminated,
the proper  officers of this  corporation  be and they hereby are authorized and
directed to make and execute,  under the corporate seal of this  corporation,  a
Certificate of Ownership and Merger setting forth a copy of these resolutions to
merge itself into Phillips 44, Inc. and the date adoption thereof,  and to cause
the same to be filed and  recorded as  provided  by law,  and to do all acts and
things  whatsoever,  within  the  States of Wyoming  and  Delaware  in any other
appropriate jurisdiction, necessary or proper to effect this merger.

4. No shareholders  vote is necessary because Genus  International  Corporation.
owns 100% of the issued and  outstanding  stock of  Phillips  44,  Inc.,  and no
change of  shareholders'  shares or rights will occur as a result of the merger.
Each share of Genus  International  Corporation  will  convert pro rata,  to one
share of Phillips 44, Inc.

The effective time of the Certificate of Ownership and Merger, and the time when
the merger therein agreed upon shall become effective, shall be May 14, 2000.

Signed on June 14, 2000                 Genus International Corporation



                                        By:/s/William A. Young, Sr.
                                        William A. Young, Sr., President