ARTICLES FOR THE MERGER
                                       OF
                              KBK ENTERPRISES, INC.
                                  WITH AND INTO
                               ISG RESOURCES, INC.

         Pursuant to Section 1926 of the Pennsylvania  Business Corporation Law,
the  undersigned  corporations  hereby adopt and file the following  articles of
merger for the merger of KBK Enterprises,  Inc., a Pennsylvania company, and the
other  corporations  that have executed these Articles of Merger,  with and into
ISG Resources, Inc., a Utah corporation:

          FIRST: The surviving corporation in the merger is ISG Resources, Inc.,
               a corporation  organized under the laws of the State of Utah (the
               "Surviving Corporation").  The Surviving Corporation is qualified
               to do business in the State of  Pennsylvania  and its  registered
               office in Pennsylvania  is CT Corporation  System in Philadelphia
               County.

          SECOND: The name and address of the registered office of each domestic
               business corporation and qualified foreign business  corporation,
               which are parties to the merger, are:

                   KBK Enterprises, Inc., a Pennsylvania corporation
                   1635 Market Street

                   Philadelphia, PA  19103
                   Entity Number 765271

                   JTM Industries, Inc., a Texas corporation

                   qualified to do business in Pennsylvania
                   1635 Market Street
                   Philadelphia, PA  19103

          THIRD: The Plan of Merger (the  "Plan") is to be  effective on January
               1, 1999.

          FOURTH: The Plan was  adopted by the  domestic  corporation  that is a
               party to the merger by the unanimous vote of its  stockholders in
               accordance  with the  requirements of the  Pennsylvania  Business
               Corporation Law. The Plan was authorized, adopted or approved, as
               the  case  may  be,  by  each  of  the  foreign  corporations  in
               accordance  with  the  laws of the  jurisdiction  in  which it is
               incorporated.

          FIFTH: The complete  Plan is attached to these  Articles of Merger and
               is made a part hereof.

          IN WITNESS WHEREOF,  the undersigned  corporations  have adopted these
Articles of Merger on November ____, 1998.

ISG RESOURCES, INC.,                   POZZOLANIC INT'L FISK, INC.,
a Utah corporation                     a Washington corporation


By:                                    By:
   ------------------------                ----------------------
         R Steve Creamer                        R Steve Creamer
         Chief Executive Officer                Chief Executive Officer

JTM INDUSTRIES, INC.,                  ST. HELENS INVESTMENTS, INC.,
a Texas corporation                    a Washington corporation


By:                                    By:
    --------------------------              ----------------------
         R Steve Creamer                        R Steve Creamer
         Chief Executive Officer                Chief Executive Officer

KBK ENTERPRISES, INC.,                 POZZOLANIC NORTHWEST, INC.,
a Pennsylvania corporation             a Washington corporation


By:                                    By:
    --------------------------              ----------------------
         R Steve Creamer                        R Steve Creamer
         Chief Executive Officer                Chief Executive Officer

POZZOLANIC RESOURCES, INC.,            POZZOLANIC NORTHWEST BULK
a Washington corporation               CARRIERS, INC.,
                                       a Washington corporation

By:
        --------------------------     By:
         R Steve Creamer                    ----------------------
         Chief Executive Officer                R Steve Creamer
                                                Chief Executive Officer

POWER PLANT AGGREGATES OF              FLO FIL CO., INC.,
IOWA, INC.,                            a Michigan corporation
an Iowa corporation

                                       By:
By:                                        ----------------------------
   --------------------------                    R Steve Creamer
         R Steve Creamer                         Chief Executive Officer
         Chief Executive Officer

MIDWEST FLYASH & MATERIALS,            FLY ASH PRODUCTS, INC.,
INC.,                                  an Arkansas corporation
an Iowa corporation

                                       By:
By:                                       -------------------------------
     ---------------------------                R Steve Creamer
         R Steve Creamer                        Chief Executive Officer
         Chief Executive Officer

LIVESTOCK WASTE MANAGEMENT,
INC.,

an Iowa corporation

By:
    ---------------------------
         R Steve Creamer
         Chief Executive Officer

MICHIGAN ASH SALES COMPANY
a Michigan corporation

By:
     --------------------------
         R Steve Creamer
         Chief Executive Officer

U.S. STABILIZATION, INC.,
a Michigan corporation

By:
    ------------------------------
         R Steve Creamer
         Chief Executive Officer