CERTIFICATE OF MERGER OF DOMESTIC

                            AND FOREIGN CORPORATIONS

     The  undersigned  Domestic  and Foreign  corporations  adopt the  following
Certificate  of Merger  for the  purpose of  merging  them into one such  Nevada
domestic corporation pursuant to Nevada Revised Statute 78.475:

     1.   The attached plan of merger was duly approved by the  stockholders and
          Board of  Directors  of each of the  undersigned  corporations  in the
          manner prescribed by Nevada and Colorado, respectively, statutes.

     2.   As to each of the  undersigned  corporations,  the  designation of the
          number of outstanding shares of each class entitled to vote as a class
          on such plan,  and the  number of shares  voted for and  against  such
          plan, respectively, are as follows:

             Corporation              Shares Outstanding         Class of Stock
       -------------------------     ------------------         --------------
       Imperial Management, Inc.          7,000,000                  Common

       Labtek, Inc.                         345,000                  Common
       =========================================================================


                                                Total Voted       Total Voted
             Corporation             Class          For             Against
       -------------------------    -------     ------------      ------------

       Imperial Management, Inc.    Common        4,024,000         60,000

       Labtek, Inc.                 Common          345,000           -0-


     3.   The  name  of  the  domestic   Nevada   corporation   (the   surviving
          corporation)  is hereby  changed  from  Imperial  Management,  Inc. to
          Labtek, Inc.

     4.   The merger is to become effective as of September 30, 1986.


                            IMPERIAL MANAGEMENT, INC.

                                          (   By: /s/ Lester R. Young
                                                  ------------------------------
                                          (       Lester R. Young, President
                  A Majority Of The       (
                  Board Of Directors      (
                                          (   By: /s/ Roger D. Hurst
                                                  ------------------------------
                                          (       Roger D. Hurst, Secretary

<PAGE>


                                  LABTEK, INC.

                                          (   By: /s/ Edward B.  Williamson, III
                                                  ------------------------------
                                          (       Edward B. Williamson, III
                  A Majority Of The       (       President
                  Board Of Directors      (
                                          (   By: /s/ Arthur DeMone
                                                  ------------------------------
                                          (       Arthur DeMone, Secretary

<PAGE>



STATE OF COLORADO   )
                    ) ss.
COUNTY OF ARAPAHOE  )

     I, Roger D. Hurst,  being first duly sworn, do hereby depose and say that I
have read the foregoing  Certificate of Merger,  and the facts contained therein
are true and correct to the best of my information, belief and knowledge.

                                                       /s/ Roger D. Hurst
                                                       -------------------------
                                                       Roger D. Hurst, Secretary

     Subscribed and sworn to before me this 4th day of December,  1986, by Roger
D. Hurst.

Witness my hand and official seal.

My commission expires:  July 13, 1987                  /s/ Notary Public
                        -------------                  ------------------------
                                                       Notary Public


STATE OF COLORADO    )
                     ) ss.
COUNTY OF JEFFERSON  )

     I, being  first duly sworn,  do hereby  depose and say that I have read the
foregoing  Certificate of Merger,  and the facts contained  therein are true and
correct to the best of my information, belief and knowledge.

                                                       /s/ Arthur DeMone
                                                       ------------------------
                                                       Arthur DeMone, Secretary

     Subscribed and sworn to before me this 4th day of December, 1986, by Arthur
DeMone.

Witness my hand and official seal.

My commission expires:  July 13, 1987                  /s/ Notary Public
                        -------------                  ------------------------
                                                       Notary Public
STATE OF COLORADO    )
                     ) ss.
COUNTY OF ARAPAHOE   )

     I, the  undersigned,  a notary  public,  hereby certify that on December 4,
1986,  Lester R. Young and Roger D.  Hurst,  personally  appeared  before me and
being by me first duly sworn  declared  that they are the persons who signed the
foregoing  document  as  President  and  Secretary,  respectively,  of  Imperial
Management, Inc.

WITNESS my hand and official seal.

                                                       /s/ Notary Public
                                                       ------------------------
                                                       Notary Public

My commission expires: July 13, 1987                   Notary Public Address:
                       -------------                   8200 S. Akron, Ste 112
                                                       ------------------------
                                                       Englewood, CO 80212
                                                       ------------------------

STATE OF COLORADO                   )
                                    ) ss.
CITY AND COUNTY OF ARAPAHOE         )

         I, the undersigned, a notary public, hereby certify that on December 4,
1986, Edward B. Williamson III and Arthur DeMone,  personally appeared before me
and being by me first duly sworn  declared  that they are the persons who signed
the foregoing document as President and Secretary, respectively, of Labtek, Inc.

WITNESS my hand and official seal.

                                                          /s/ Notary Public
                                                          ----------------------
                                                          Notary Public

My commission expires: July 13, 1987                      Notary Public Address:
                       -------------                      8200 S. Akron, Ste 112
                                                          ----------------------
                                                          Englewood, CO 80212
                                                          ----------------------