ARTICLES OF MERGER
                                       OF
                         GENUS INTERNATIONAL CORPORATION
                            (A Delaware corporation)
                                       and
                                PHILLIPS 44, INC.
                             (A Wyoming corporation)

         The  Undersigned,  being  President  of Phillips  44,  Inc.,  a Wyoming
corporation,  and the President of Genus International  Corporation,  a Delaware
corporation  (collectively  "the  constituent  entities"),   hereby  certify  as
follows:

          1.   Pursuant to Wyoming Statutes,  a Plan of Merger has been approved
               by the board of directors of Genus International  Corporation,  a
               Delaware   corporation,   and   Phillips   44,  Inc.,  a  Wyoming
               corporation.

          2.   The approval of shareholders of the Constituent Entities of Genus
               International  Corporation  and Phillips 44, Inc. is not required
               under Wyoming  Statute 17-16- 1104,  because Genus  International
               Corporation  owns 100% of the  issued  and  outstanding  stock of
               Phillips 44, Inc.

          3.   Pursuant to Wyoming Statutes, Genus International  Corporation, a
               Delaware corporation,  the parent corporation,  and owner of 100%
               of the issued and  outstanding  shares of Phillips  44,  Inc.,  a
               Wyoming corporation,  its subsidiary, has adopted a Resolution to
               merge  the  parent,  Genus  International  Corporation,  into the
               subsidiary, Phillips 44, Inc.

          4.   No  Notice is  necessary  to be  mailed  to all  shareholders  of
               Phillips  44, Inc.  or Genus  International  Corporation  because
               Phillips  44,  Inc.  is  a  wholly  owned   subsidiary  of  Genus
               International Corporation.

          5.   The  complete  and  executed  Plan  of  Merger  is on file at the
               Registered  Offices  of the  corporation  at 1237 South Val Vista
               Drive, Mesa, Arizona and is attached hereto as Exhibit A.

          6.   The name of Phillips  44, Inc.,  a Wyoming  corporation  shall be
               changed to Genus International, Inc.

                  Effective upon filing with the Secretary of State of Wyoming.


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Genus International Corporation            Phillips 44, Inc.
a Delaware corporation                     a Wyoming corporation


By:/s/William A. Young, Sr.                By:/s/William A. Young, Sr.
William A. Young, Sr., President/Secy      William A. Young, Sr., President/Secy
(Printed Name)                             (Printed Name)


State of Arizona                            )
                                            )ss.
County of Maricopa                          )

         On this 12th day of June, 2000, before me, a Notary Public,  personally
appeared William A. Young, Sr.,  President of Genus International Corporation
and executed on this date the  foregoing  instrument  for the  purposes  therein
contained,  by  signing  on  behalf  of the above  named  corporation  as a duly
authorized director and officer.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                             /s/Josiah M. Sirrine
                                            ------------------------------
                                            Notary Public
                                            Residing at: Mesa, AZ

SEAL

                                            My Commission Expires:

                                             Oct. 27, 2000
                                            ------------------------


<PAGE>

Genus International Corporation            Phillips 44, Inc.
a Delaware corporation                     a Wyoming corporation


By:/s/William A. Young, Sr.                By:/s/William A. Young, Sr.
William A. Young, Sr., President/Secy      William A. Young, Sr., President/Secy
(Printed Name)                             (Printed Name)


State of Arizona                            )
                                            )ss.
County of Maricopa                          )

     On this 12th day of June,  2000,  before  me, a Notary  Public,  personally
appeared William A. Young,  Sr.,  President of Phillips 44, Inc. and executed on
this date the  foregoing  instrument  for the  purposes  therein  contained,  by
signing on behalf of the above named  corporation as a duly authorized  director
and officer.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                             /s/Josiah M. Sirrine
                                            ------------------------------
                                            Notary Public
                                            Residing at: Mesa, AZ

SEAL

                                            My Commission Expires:

                                             Oct. 27, 2000
                                            ------------------------


<PAGE>
                                    EXHIBIT A

                                 PLAN OF MERGER

     THIS PLAN OF MERGER (this "Plan of Merger"),  dated as of June 1, 2000,  is
among Genus International Corporation, a Delaware corporation,  and Phillips 44,
Inc., a Wyoming corporation (collectively "Constituent Corporations").

     WHEREAS, Genus International Corporation,  the parent corporation, as owner
of 100% of the issued and  outstanding  capital  (common)  stock of Phillips 44,
Inc., a Wyoming  Corporation,  and Phillips 44, Inc.,  as the  subsidiary,  have
agreed by written consent to the merger of Genus International  Corporation with
and into Phillips 44, Inc.; and

     WHEREAS,  the respective  Boards of Directors of the Constituent  Companies
have each approved the merger of Genus  International  Corporation into Phillips
44, Inc. in accordance with the Wyoming Statutes; and

     WHEREAS,  this Plan of Merger  shall be filed with  Articles of Merger with
the  Secretary  of State of Wyoming in order to  consummate  the merger of Genus
International Corporation with and into Phillips 44, Inc.; and

     WHEREAS,  the  Constituent  Companies  have agreed to execute and file this
Plan of Merger as provided under the Wyoming Statutes.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, Parent and the Company hereby agree as follows:

     1.   THE MERGER.  At the Effective  Time,  in accordance  with this Plan of
          Merger,  and the Wyoming  Statutes,  Genus  International  Corporation
          shall be merged (such merger being herein referred to as the "Merger")
          with and into  Phillips  44,  Inc.,  the  separate  existence of Genus
          International  Corporation  shall cease,  and Phillips 44, Inc.  shall
          continue as the surviving  corporation.  Phillips 44, Inc. hereinafter
          sometimes is referred to as the "Surviving Corporation."

     2.   EFFECT OF THE MERGER. When the Merger has been effected, the Surviving
          Corporation shall retain the name "Genus  International  Corporation,"
          and the  Articles  of  Incorporation  in  Wyoming  shall be amended to
          reflect such name change.  The Surviving  Corporation  shall thereupon
          and  thereafter  possess  all  the  rights,  privileges,   powers  and
          franchises of a public as well as of a private nature,  and be subject
          to all  the  restrictions,  disabilities  and  duties  of  each of the
          Corporations; and all and singular, the rights, privileges, powers and
          franchises of each of the Constituent  Corporations  and all property,
          real,  personal  and  mixed,  and  all  debts  due  to  either  of the
          Corporations on whatever account,  as well for stock  subscriptions as
          all other things in action or belonging to each of such

<PAGE>
          corporations  shall  be  vested  in  the  Surviving  Corporation; and
          all property, rights,  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  the  Constituent
          Corporations,  and the  title to any  real  estate  vested  by deed or
          otherwise, in any of such Constituent  Corporations,  shall not revert
          or be in any way  impaired by reason of the Merger;  but all rights of
          creditors  and all liens upon any property of any of said  Constituent
          Corporations shall be preserved unimpaired, and all debts, liabilities
          and  duties  of  the   respective   Constituent   Corporations   shall
          thenceforth attach to the Surviving  Corporation,  and may be enforced
          against it to the same extent as if said debts, liabilities and duties
          had been incurred or contracted by it.

     3.   CONSUMMATION  OF THE MERGER.  The parties hereto will cause the Merger
          to be consummated by filing with the Secretary of State of Wyoming and
          Delaware,  Articles  of Merger and this Plan of Merger in such form as
          required by, and executed in accordance with, the relevant  provisions
          of the Wyoming Statutes and Delaware General Corporation Law (the time
          of such filing being the "Effective  Time" and the date of such filing
          being the "Effective Date".)

     4.   ARTICLES  OF  INCORPORATION:   BYLAWS:  DIRECTORS  AND  OFFICERS.  The
          Articles  of  Incorporation  and Bylaws of the  Surviving  Corporation
          shall be identical  with the Articles of  Incorporation  and Bylaws of
          Phillips 44, Inc. as in effect immediately prior to the Effective Time
          until  thereafter   amended  as  provided  herein  and  under  Wyoming
          Statutes.

     5.   CONVERSION  OF  SECURITIES.  At the  Effective  Time, by virtue of the
          Merger  and  without  any  action  on the part of  either  Constituent
          Company or the holder of any of the shares  (the  "Shares")  of common
          stock, (the "Common Stock") of Genus International Corporation:

          a.   Each  Share  of  Genus   International   Corporation  issued  and
               outstanding immediately prior to the Effective Time shall convert
               to one share of issued and  outstanding  common stock of Phillips
               44, Inc., with identical rights and privileges as such shares may
               have had under Delaware law.

          b.   Each Share which is held in the treasury of the either company or
               which is owned by any direct or indirect subsidiary of the either
               company  shall be canceled and retired,  and no payment  shall be
               made with respect thereto.

          c.   Each  outstanding or authorized  subscription,  option,  warrant,
               call,  right  (including any preemptive  right),  commitment,  or
               other  agreement of any character  whatsoever  which obligates or
               may

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               obligate the Parent to issue or sell any additional shares of its
               capital stock or any  securities  convertible  into or evidencing
               the right to  subscribe  for any shares of its  capital  stock or
               securities  convertible into or exchangeable for such shares,  if
               any, shall remain  unchanged and is  specifically  assumed by the
               surviving corporation.

          d.   No Fractional  Shares and no certificates  or scrip  representing
               such fractional Merger Shares, shall be issued.

     6.   Taking of Necessary Action:  Further Action.  Each of Parent,  and the
          Company shall use all  reasonable  efforts to take all such actions as
          may be  necessary or  appropriate  in order to  effectuate  the Merger
          under Wyoming Statutes or Delaware General  Corporation Law or federal
          law as promptly as possible. If, at any time after the Effective Time,
          any further action is necessary or desirable to carry out the purposes
          of the  Agreement  and to vest the  Surviving  Corporation  with  full
          right,  title  and  possession  to  all  assets,   property,   rights,
          privileges,  powers  and  franchises  of  either  of  the  Constituent
          Corporations,  the officers and directors of the Surviving Corporation
          are fully authorized in the name of their  corporation or otherwise to
          take, and shall take, all such lawful and necessary action.

<PAGE>


         IN WITNESS WHEREOF,  Genus  International  Corporation and Phillips 44,
Inc.  have  caused this Plan of Merger to be executed as of the date first above
written.

                                                Genus International Corporation
                                                (a Delaware Corporation)


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


                                                Phillips 44, Inc.
                                                (a Wyoming corporation)


                                                By:William A. Young, Sr.
                                                        President