Exhibit 3.01
                                                                    ------------

                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Agreement and Plan of Merger and  Reorganization  dated  September , 2001 by and
between Boulder Brewing Company,  a Colorado  corporation  ("Boulder-Colorado"),
and  Boulder  Acquisitions,   Inc.,  a  Nevada  corporation   ("Boulder-Nevada")
(hereinafter,  Boulder-Colorado and Boulder-Nevada being called the "Constituent
Corporations").

                                    WHEREAS:

5.   The Board of Directors of Boulder-Colorado and Boulder-Nevada have resolved
     that Boulder-Colorado be merged (hereinafter called the "merger") under and
     pursuant  to  the  Nevada  Statutes  Revised  and  the  Colorado   Business
     Corporation  Act into a single  corporation  existing under the laws of the
     State of  Nevada,  to wit,  Boulder-Nevada,  which  shall be the  surviving
     corporation (such corporation in its capacity as such surviving corporation
     being  sometimes  referred to herein as the "Surviving  Corporation")  in a
     transaction  qualifying as a  reorganization  within the meaning of Section
     368(a)(1)(F) of the Internal Revenue Code of 1986, as amended;

6.   The authorized  capital stock of  Boulder-Colorado  consists of 160,000,000
     shares of capital  stock  with a par value of $.001 per share  (hereinafter
     called "Boulder-Colorado Stock") 118,953,529 shares of which are issued and
     outstanding;

7.   The  authorized  capital stock of  Boulder-Nevada  consists of  100,000,000
     shares of capital  stock  with a par value of $.001 per share  (hereinafter
     called  "Boulder-Nevada  Stock")  1,000  shares  of which  are  issued  and
     outstanding;

8.   The respective Boards of Directors of  Boulder-Colorado  and Boulder-Nevada
     have  approved  the Merger upon the terms and  conditions  hereinafter  set
     forth and have approved this Agreement.

NOW,  THEREFORE,  in  consideration  of the premises and the mutual  agreements,
provisions and covenants herein  contained,  the parties hereto hereby agree, in
accordance  with  the  Nevada  Revised   Statutes  and  the  Colorado   Business
Corporation  Act,  that  Boulder-Colorado  shall be, at the  Effective  Date (as
hereinafter  defined),  merged into a single corporation existing under the laws
of the State of Nevada,  to wit,  Boulder-Nevada,  which shall be the  Surviving
Corporation, and the parties hereto adopt and agree to the following agreements,
terms and  conditions  relating to the Merger and the mode of carrying  the same
into effect.

1.  SHAREHOLDERS' CONSENTS; FILINGS; EFFECTS OF MERGER

     1)   Action by Shareholders  of  Boulder-Colorado.  Boulder-Colorado  shall
          obtain  the  consent  of its  shareholders,  in  accordance  with  the
          Colorado Business  Corporation Act, at the earliest  practicable date,
          which written  consent shall,  among other  matters,  adopt and ratify
          this Agreement.

     2)   Action by Boulder-Colorado  as Sole Shareholder of Boulder-Nevada.  At
          the  earliest   practicable  date,   Boulder-Colorado,   as  the  sole
          shareholder   of   Boulder-Nevada,   shall  adopt  this  Agreement  in
          accordance with the Nevada Revised Statutes.

     3)   Filing of Articles of Merger, Effective Date. If (a) this Agreement is
          adopted by the shareholders of Boulder-  Colorado,  in accordance with
          the Colorado  Business  Corporation  Act, (b) this  Agreement has been
          adopted by Boulder-Colorado as the sole shareholder of Boulder-Nevada,
          in accordance with the Nevada Revised Statutes, and (c) this Agreement
          is  not  thereafter,  and  has  not  theretofore  been  terminated  or
          abandoned as permitted by the provisions  hereof,  then an Articles of
          Merger  shall be filed and  recorded  in  accordance  with the  Nevada
          Revised Statutes and an Articles of Merger shall be filed and recorded
          in accordance with the Colorado Business Corporation Act. Such filings
          shall be made on the same day. The Merger  shall  become  effective at
          9:00 A.M.  on the  calendar  day  following  the day of such filing in
          Nevada,  which date and time is herein  referred to as the  "Effective
          Date."


<PAGE>



     4)   Certain  Effects  of  Merger.  On the  Effective  Date,  the  separate
          existence of Boulder-Colorado  shall cease, and Boulder-Colorado shall
          be merged into  Boulder-Nevada  which,  as the Surviving  Corporation,
          shall 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  Constituent
          Corporations; and all and singular, the rights, privileges, powers and
          franchises of the Constituent  Corporations,  and all property,  real,
          personal and mixed, and all debts due to the Constituent  Corporations
          on whatever account,  as well as for stock subscriptions and all other
          things in action or belonging to such Constituent 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,  under the laws
          of  Colorado,  Nevada  or  any  other  jurisdiction,  in  any  of  the
          Constituent Corporations,  shall not revert or be in any way impaired;
          but all rights of creditors  and all liens upon any property of any of
          the Constituent  Corporations shall be preserved  unimpaired,  and all
          debts,  liabilities and duties of the 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. At any time, or from time to
          time,   after  the  Effective   Date,  the  last  acting  officers  of
          Boulder-Colorado,  or the  corresponding  officers  of  the  Surviving
          Corporation may, in the name of Boulder-Colorado,  execute and deliver
          all such proper deeds,  assignments and other  instruments and take or
          cause to be taken all such  further or other  action as the  Surviving
          Corporation may deem necessary or desirable in order to vest,  perfect
          or confirm in the Surviving Corporation title to and possession of all
          of the Constituent Corporations property, rights, privileges,  powers,
          franchises,  immunities  and  interests and otherwise to carry out the
          purposes of this Agreement.

II.  NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION; BYLAWS;

     2.1  Name of Surviving  Corporation.  The name of the Surviving Corporation
          from and after the Effective Date shall be Boulder Acquisitions, Inc.

     2.2  Articles  of   Incorporation.   The  Articles  of   Incorporation   of
          Boulder-Nevada as in effect on the date hereof,  shall, from and after
          the   Effective   Date,   be  and  continue  to  be  the  Articles  of
          Incorporation of the Surviving  Corporation,  until changed or amended
          as provided by law.

     2.3  Bylaws. The Bylaws of Boulder-Nevada,  as in effect immediately before
          the Effective  Date shall,  from and after the Effective  Date, be and
          continue to be the Bylaws of the Surviving Corporation,  until amended
          as provided therein.

III  STATUS AND CONVERSION OF SECURITIES

     3.1  Boulder-Colorado  Stock.  Each share of  Boulder-Colorado  Stock which
          shall be issued and outstanding  immediately before the Effective Date
          shall,  by virtue of the Merger and  without any action on the part of
          the holder  thereof,  be converted at the Effective  Date into one (1)
          fully paid share of Boulder-Nevada Stock.

     3.2  Boulder-Nevada  Stock  held  by   Boulder-Colorado.   All  issued  and
          outstanding  shares of Boulder-Nevada  Stock held by  Boulder-Colorado
          immediately  before the Effective Date shall,  by virtue of the Merger
          and at the  Effective  Date,  cease  to exist  and the  certificate(s)
          representing such shares shall be canceled.

     3.3  Surrender of  Certificates.  After the  Effective  Date,  certificates
          evidencing   outstanding  shares  of  Boulder-  Colorado  Stock  shall
          evidence the right of the holder  thereof to receive a  certificate(s)
          for  shares  of  Boulder-  Nevada  Stock  as  aforesaid.   Holders  of
          certificates  representing  shares  of  Boulder-Colorado  Stock,  upon
          surrender  of  such   certificates   to  the  transfer  agent  of  the
          Boulder-Nevada Stock to effect the exchange of certificates,  shall be
          entitled  to  receive,   upon  such   surrender,   a  certificate   or
          certificates  representing  a like number of shares of  Boulder-Nevada
          Stock. Until so surrendered, outstanding certificates for shares of


<PAGE>

          Boulder-Colorado  Stock  shall be deemed for all  corporate  purposes,
          including  voting  rights,  subject to the further  provisions of this
          Article 3, to evidence the  ownership of the shares of  Boulder-Nevada
          Stock into which such  shares of  Boulder-Colorado  Stock have been so
          converted.  No dividends or  distributions  will be paid to the person
          entitled to receive  certificates for shares of  Boulder-Nevada  Stock
          pursuant   hereto  until  such  person  shall  have   surrendered  his
          Boulder-Colorado  Stock  certificates;  but there shall be paid to the
          record  holder of such  certificate,  with  respect  to the  number of
          shares of  Boulder-Nevada  Stock issued in exchange  therefor (i) upon
          such surrender,  the amount of any dividends or  distributions  with a
          record date after the Effective Date and before  surrender which shall
          have  become  payable  thereon  since  the  Effective  Date,   without
          interest;  and (ii) after such surrender,  the amount of any dividends
          thereon  with a record  date  after  the  Effective  Date  and  before
          surrender and the payment date of which shall be after surrender, such
          amount to be paid on such payment date. If any  certificate for shares
          of  Boulder-Nevada  Stock is to be issued in a name other than that in
          which the certificate  surrendered in exchange therefor is registered,
          it shall be a condition of the issuance  thereof that the  certificate
          so surrendered  shall be properly  endorsed and otherwise be in proper
          form for transfer and that the person  requesting such exchange pay to
          the transfer  agent any transfer or other taxes  required by reason of
          the issuance of a certificate  for shares of Boulder-  Nevada Stock in
          any name other than that of the registered  holder of the  certificate
          surrendered,  or establish to the  satisfaction  of the transfer agent
          that such tax has been paid or is not payable.  At the Effective  Date
          of the Merger, all shares of  Boulder-Colorado  Stock which shall then
          be held in its  treasury,  if  any,  shall  cease  to  exist,  and all
          certificates representing such shares shall be canceled.

IV.  MISCELLANEOUS

     4.1  This Agreement may be terminated and the proposed Merger  abandoned at
          any time before the Effective  Date of the Merger,  and whether before
          or after  approval of this  Agreement of Merger and Plan of Merger and
          Reorganization  by the mutual  agreement  of the Board of Directors of
          the Constituent  Corporations  abandoning this Agreement of Merger and
          Plan of Merger and Reorganization.

     4.2  On and  after the  Effective  Date of the  Merger,  the  officers  and
          directors of Boulder-Nevada shall remain in such positions until their
          earlier resignation or removal.

     4.3  For the convenience of the parties hereto and to facilitate the filing
          of this Agreement of Merger and Plan of Merger and Reorganization, any
          number  of  counterparts  hereof  may  be  executed;   and  each  such
          counterpart shall be deemed to be an original instrument.

IN WITNESS WHEREOF, this Agreement has been executed by Boulder Brewing Company,
a Colorado corporation,  and Boulder  Acquisitions,  Inc., a Nevada corporation,
all on the date first above written.

Boulder Acquisitions, Inc.
(a Nevada corporation)

/S/  Glenn A. Little
--------------------------
Glenn A. Little, President

Boulder Brewing Company
(a Colorado corporation)

/S/  Glenn A. Little
--------------------------
Glenn A. Little, President




<PAGE>



Dissenter's rights
------------------

Part I - Right of Dissent - Payment for Shares

7-113-101 - Definitions.-For purposes of this article:

     (1)  " Beneficial shareholder" means the beneficial owner of shares held in
          a voting trust or by a nominee as the record shareholder.

     (2)  "Corporation"  means the  issuer  of the  shares  held by a  dissenter
          before the corporation  action, or the surviving or acquiring domestic
          or foreign corporation, by merger or share exchange of that issuer.

     (3)  "Dissenter"  means a  shareholder  who is  entitled  to  dissent  from
          corporate action under section  7/113-102 and who exercises that right
          at the time and in the manner required by part 2 of this article.

     (4)  "Fair value", with respect to a dissenter's shares, means the value of
          the shares  immediately  before the  effective  date of the  corporate
          action to which the dissenter  objects,  excluding any appreciation or
          depreciation  in  anticipation  of the corporate  action except to the
          extent that exclusion would be inequitable.

     (5)  "Interest"  means  interest from the  effective  date of the corporate
          action until the date of payment,  at the average rate  currently paid
          by the  corporation  on its  principal  bank loans or, if none, at the
          legal rate as specified in section 5-12-101, C. R. S.

     (6)  "Record  shareholder"  means  the  person  in whose  name  shares  are
          registered in the records of a corporation or the beneficial  owner of
          shares that are registered in the name of a nominee to the extent such
          owner is recognized by the  corporation as the shareholder as provided
          in section 7-107-204.

     (7)  "Shareholder"  means  either  a  record  shareholder  or a  beneficial
          shareholder.

7-133-102 - Right To Dissent

     (1)  A shareholder, whether or not entitled to vote, is entitled to dissent
          and obtain  payment of the fair value of the  shareholder's  shares in
          the event of any of the following corporate actions:

          (a)  Consummation  of a plan of merger to which the  corporation  is a
               party if:

               Approval by the  shareholders of that corporation is required for
               the merger by section  7-111-103 or 7-111- 104 or by the articles
               of incorporation; or

               The  corporation  is a subsidiary  that is merged with its parent
               corporation under section 7-111-104;

          (b)  Consummation of a plan of share exchange to which the corporation
               is a party as the corporation whose shares will be acquired;

          (c)  Consummation of a sale, lease,  exchange, or other disposition of
               all, or substantially all, of the property of the corporation for
               which a shareholder vote is required under section 7-112-102 (1);
               and

          (d)  consummation of a sale,  lease,  exchange or other disposition of
               all,  or  substantially   all,  of  the  property  of  an  entity
               controlled  by  the  corporation  if  the   shareholders  of  the
               corporation  were  entitled  to  vote  upon  the  consent  of the
               corporation to the disposition pursuant to section 7-112-102(2).

     (1.3)A  shareholder  is not entitled to dissent and obtain  payment,  under
          subsection (1) of this section, of the fair value of the shares of any
          class or series of  shares  which  either  were  listed on a  national
          securities exchange registered under the federal "Securities  Exchange
          Act of 1934",  as amended,  or on the  national  market  system of the
          National Association of Securities Dealers Automated Quotation System,
          or were held of record by more than two thousand shareholders,  at the
          time of:

<PAGE>


          The  record  date fixed  under  section  7-107-107  to  determine  the
          shareholders  entitled to receive notice of the shareholders'  meeting
          at which the corporate action is submitted to a vote;

          The  record  date  fixed  under   section   7-107-104   to   determine
          shareholders  entitled to sign  writings  consenting  to the corporate
          action; or

          The effective date of the corporate  action if the corporate action is
          authorized other than by a vote of shareholders.

     (1.8)The limitation set forth in subsection (1.3) of this section shall not
          apply if the shareholder  will receive for the  shareholder's  shares,
          pursuant to the corporate action, anything except:

          Shares of the  corporation  surviving the  consummation of the plan of
          merger or share exchange;

          Shares of any other  corporation  which at the  effective  date of the
          plan of merger or share  exchange  either will be listed on a national
          securities  exchange  registered under the federal  "Securities Act of
          1934",  as amended,  or on the national  market system of the National
          Association of Securities Dealers Automated  Quotation System, or will
          be held of record by more than two thousand shareholders;

          Cash in lieu of fractional shares; or

          Any combination of the foregoing  described  shares or cash in lieu of
          fractional shares.

     (2.5)A shareholder, whether or not entitled to vote, is entitled to dissent
          and obtain  payment of the fair value of the  shareholder's  shares in
          the event of a reverse  split that  reduces the number of shares owned
          by the  shareholder  to a  fraction  of a  share  or to  scrip  if the
          fractional share or scrip so created is to be acquired for cash or the
          scrip is to be voided under section 7-106-104.

     (3)  A  shareholder  is entitled to dissent and obtain  payment of the fair
          value of the shareholder's shares in the event of any corporate action
          to the extent  provided by the bylaws or a resolution  of the board of
          directors.

     (4)  A  shareholder   entitled  to  dissent  and  obtain  payment  for  the
          shareholder's   shares  under  this  article  may  not  challenge  the
          corporate  action  creating  such  entitlement  unless  the  action is
          unlawful  or  fraudulent  with  respect  tot  he  shareholder  or  the
          corporation.

7-113-103 - Dissent by Nominees and Beneficial Owners

     (1)  A record  shareholder may assert  dissenters'  rights as to fewer than
          all the shares registered in the record shareholder's name only if the
          record  shareholder  dissents with respect to all shares  beneficially
          owned by any one person and causes the  corporation to receive written
          notice which states such  dissent and the name,  address,  and federal
          taxpayer identification number, if any, of each person on whose behalf
          the record  shareholder  asserts  dissenters'  rights. The rights of a
          record  shareholder under this subsection (1) are determined as if the
          shares  as to which  the  record  shareholder  dissents  and the other
          shares  of the  record  shareholder  were  registered  in the names of
          different shareholders.

     (2)  A  beneficial  shareholder  may  assert  dissenters'  rights as to the
          shares held on the beneficial shareholder's behalf only if;

          The  beneficial  shareholder  causes the  corporation  to receive  the
          record shareholder's written consent to the dissent not later than the
          time the beneficial shareholder asserts dissenters' rights; and

<PAGE>

          The  beneficial  shareholder  dissents  with  respect  to  all  shares
          beneficially owned by the beneficial shareholder.

     (3)  The corporation may require that, when a record  shareholder  dissents
          with  respect  to the  shares  held  by any  one  or  more  beneficial
          shareholders,  each such  beneficial  shareholder  must certify to the
          corporation that the beneficial shareholder and the record shareholder
          or record  shareholders  of all the shares owned  beneficially  by the
          beneficial   shareholder   have  asserted,   or  will  timely  assert,
          dissenters'  rights  as to all such  shares  as to  which  there is no
          limitation  on the ability to exercise  dissenters'  rights.  Any such
          requirement  shall be stated in the dissenters'  notice given pursuant
          to section 7-113-203.


Part II - Procedure for Exercise of Dissenters' Rights
------------------------------------------------------

7-113-201 - Notice of Dissenters' Rights

     (1)  If a proposed  corporate  action  creating  dissenters'  rights  under
          section  7-113-102 is submitted to a vote at a shareholders'  meeting,
          the notice of the meeting shall be given to all shareholders,  whether
          or not entitled to vote. The notice shall state that  shareholders are
          or may be entitled to assert dissenters' rights under this article and
          shall be accompanied  by a copy of this article and the materials,  if
          any, that, under articles 101 to 117 of this title, are required to be
          given to  shareholders  entitled to vote on the proposed action at the
          meeting.  Failure to give notice as provided  by this  subsection  (1)
          shall not affect any action  taken at the  shareholders'  meeting  for
          which the notice was to have been given,  but any  shareholder who was
          entitled  to dissent  but who was not given such  notice  shall not be
          precluded from demanding  payment for the  shareholders'  shares under
          this article by reason of the shareholder's failure to comply with the
          provisions of section 7-113-202(1).

     (2)  If a proposed  corporate  action  creating  dissenters'  rights  under
          section  7-113-102  is  authorized  without a meeting of  shareholders
          pursuant to section  7-101-104,  any written or oral solicitation of a
          shareholder   to  execute  a  writing   consenting   to  such   action
          contemplated in section  7-107-104 shall be accompanied or preceded by
          a written notice stating that  shareholders  are or may be entitled to
          assert  dissenters'  rights  under  this  article,  by a copy  of this
          article, and by the materials, if any, that, under articles 101 to 117
          of this title,  would have been  required to be given to  shareholders
          entitled to vote on the proposed  action if the  proposed  action were
          submitted to a vote at a shareholders' meeting. Failure to give notice
          as provided by this  subsection  (2) shall not affect any action taken
          pursuant  to section  7-107-104  for which the notice was to have been
          given, but any shareholder who was entitled to dissent but who was not
          given such notice shall not be precluded  from  demanding  payment for
          the  shareholders'   shares  under  this  article  by  reason  of  the
          shareholder's  failure  to  comply  with  the  provisions  of  section
          7-113-202(2).

7-113-202 - Notice of Intent to Demand Payment

     (1)  If a proposed  corporate  action  creating  dissenters'  rights  under
          section  7-113-102 is submitted to a vote at a  shareholders'  meeting
          and if notice of dissenters' rights has been given to such shareholder
          in  connection  with the action  pursuant to section  7-113-201(1),  a
          shareholder who wishes to assert dissenters' rights shall:

          Cause the  corporation to receive,  before the vote is taken,  written
          notice  of the  shareholder's  intention  to  demand  payment  for the
          shareholder's  shares if the proposed corporate action is effectuated;
          and

          Not vote the share in favor of the proposed corporate action.

     (2)  If a proposed  corporate  action  creating  dissenters'  rights  under
          section  7-113-102  is  authorized  without a meeting of  shareholders
          pursuant to section 7-107-104 and if notice of dissenters'  rights has
          been given to such  shareholder in connection with the action pursuant
          to section 7-113-201(2) a shareholder who wishes to assert dissenters'
          rights  shall  not  execute  a  writing  consenting  to  the  proposed
          corporate action.

<PAGE>

     (3)  A shareholder who does not satisfy the  requirements of subsection (1)
          or (2) of this  section  is not  entitled  to demand  payment  for the
          shareholder's shares under this article.

7-113-203 - Dissenters' Notice

     (1)  If a proposed  corporate  action  creating  dissenters'  rights  under
          section 7-113-102 is authorized,  the corporation shall give a written
          dissenters'  notice to all  shareholders  who are  entitled  to demand
          payment for their shares under this article.

     (2)  The  dissenters'  notice  required by  subsection  (1) of this section
          shall be given no later than ten days after the effective  date of the
          corporate action creating  dissenters'  rights under section 7-113-102
          and shall:  State that the corporate  action was  authorized and state
          the effective date or proposed effective date of the corporate action;

          State an address at which the corporation will receive payment demands
          and the address of a place where certificates for certificated  shares
          must be deposited;

          Inform holders of uncertificated shares to what extent transfer of the
          shares will be restricted after the payment demand is received;

          Supply a form for  demanding  payment,  which  form  shall  request  a
          dissenter to state an address to which payment is to be made;

          Set the date by which the corporation  must receive the payment demand
          and certificates for certificated shares, which date shall not be less
          than thirty days after the date the notice  required by subsection (1)
          of this section is given;

          State the requirement  contemplated in section  7-113-103(3),  if such
          requirement is imposed; and

          Be accompanied by a copy of this article.

7-113-204 - Procedure to Demand Payment

     (1)  A shareholder  who is given a dissenters'  notice  pursuant to section
          7-113-203  and who  wishes  to assert  dissenters'  rights  shall,  in
          accordance with the terms of the dissenters' notice:

          Cause the  corporation to receive a payment  demand,  which may be the
          payment demand form  contemplated in section  7-113-203  (2)(d),  duly
          completed, or may be stated in another writing and;

          Deposit the shareholder's certificates for certificated shares.

     (2)  A shareholder who demands payment in accordance with subsection (1) of
          this section retains all rights of a shareholder,  except the right to
          transfer  the  shares,  until  the  effective  date  of  the  proposed
          corporate  action  giving  rise  to  the  shareholder's   exercise  of
          dissenters'  rights and has only the right to receive  payment for the
          shares after the effective date of such corporate action.

     (3)  Except as provided in section 7-113-207 or 7-113-209(1)(b), the demand
          for payment and deposit of certificates are irrevocable.

     (4)  A   shareholder   who  does  not  demand   payment   and  deposit  the
          shareholder's  share certificates as required by the date or dates set
          in the  dissenters'  notice is not  entitled to payment for the shares
          under this article.

7-113-205 - Uncertificated Shares

<PAGE>

     (1)  Upon receipt of a demand for payment  under section  7-113-204  from a
          shareholder holding  uncertificated shares, and in lieu of the deposit
          of certificates  representing the shares, the corporation may restrict
          the transfer thereof.

     (2)  In all other  respects,  the provisions of section  7-113-204 shall be
          applicable to shareholders who own uncertificated shares.

7-113-206 - Payment

     (1)  Except as provided in section  7-113-208,  upon the effective  date of
          the  corporate  action  creating   dissenters'  rights  under  section
          7-113-1-2  or upon  receipt of a payment  demand  pursuant  to section
          7-113-204,   whichever  is  later,  the  corporation  shall  pay  each
          dissenter who complied with section  7-113-204,  at the address stated
          in the payment demand,  or if no such address is stated in the payment
          demand,  at the address shown on the  corporation's  current record of
          shareholders  for  the  record  shareholder  holding  the  dissenter's
          shares,  the amount the corporation  estimates to be the fair value of
          the dissenter's shares, plus accrued interest.

     (2)  The payment made pursuant to  subsection  (1) of this section shall be
          accompanied by:

          The  corporation's  balance  sheet  as of the end of its  most  recent
          fiscal year or, if that is not available,  the  corporation's  balance
          sheet as of the end of a fiscal  year  ending  not more  than  sixteen
          months before the date of payment,  an income statement for that year,
          and,  if the  corporation  customarily  provides  such  statements  to
          shareholders,  a statement of changes in shareholders' equity for that
          year and a statement of cash flow for that year,  which  balance sheet
          and statements shall have been audited if the corporation  customarily
          provides audited financial statements to shareholders,  as well as the
          latest  available  financial  statements,  if any,  for the interim or
          full-year period, which financial statements need not be audited;

          A  statement  of the  corporation's  estimate of the fair value of the
          shares;

          An explanation of how the interest was calculated;

          A statement of the  dissenter's  right to demand payment under section
          7-113-209; and

          A copy of this article.

7-113-207 - Failure to take Action

     (1)  If the effective  date of the corporate  action  creating  dissenters'
          rights under section  7-113-102 does not occur within sixty days after
          the date set by the corporation by which the corporation  must receive
          the payment demand as provided in section  7-113-203,  the corporation
          shall  return the  deposited  certificates  and release  the  transfer
          restrictions imposed on uncertificated shares.

     (2)  If the effective  date of the corporate  action  creating  dissenters'
          rights under section  7-113-102  occurs more than sixty days after the
          date set by the corporation by which the corporation  must receive the
          payment demand as provided in section 7-113-203,  then the corporation
          shall send a new dissenters' notice, as provided in section 7-113-203,
          and the  provisions of section  7-113-204 to 7-113-209  shall again be
          applicable.

7-113-208 - Special Provisions relating to Shares Acquired After Announcement of
            Proposed Corporate Action

     (1)  The corporation may, in or with the dissenters'  notice given pursuant
          to section 7-113-203, state the date of the first announcement to news
          media or to shareholders of the terms of the proposed corporate action
          creating dissenters' rights under section 7-113-102 and state that the
          dissenter shall certify in writing, in or with the dissenter's payment
          demand under section  7-113-204,  whether or not the dissenter (or the
          person on whose  behalf  dissenters'  rights  are  asserted)  acquired
          beneficial  ownership of the shares before that date.  With respect to
          any  dissenter  who does not so  certify  in  writing,  in or with the

<PAGE>

          payment  demand,  that the dissenter or the person on whose behalf the
          dissenter asserts dissenters' rights acquired beneficial  ownership of
          the shares before such date,  the  corporation  may, in lieu of making
          the payment provided in section 7- 113-206, offer to make such payment
          if the  dissenter  agrees  to accept  it in full  satisfaction  of the
          demand.

     (2)  An offer to make payment  under  subsection  (1) of this section shall
          include  or be  accompanied  by the  information  required  by section
          7-113-206(2).


7-113-209 - Procedure if Dissenter is Dissatisfied with Payment or Offer

     (1)  A  dissenter  may give  notice to the  corporation  in  writing of the
          dissenter's  estimate of the fair value of the dissenter's  shares and
          of the amount of interest due and may demand payment of such estimate,
          less  any  payment  made  under  section  7-113-206,   or  reject  the
          corporation's  offer under section 7-113-208 and demand payment of the
          fair value of the shares and interest due, if:

          The dissenter believes that the amount paid under section 7-113-206 or
          offered  under  section  7-113-208  is less than the fair value of the
          shares or that the interest due was incorrectly calculated;

          The corporation  fails to make payment under section  7-113-206 within
          sixty  days  after  the  date  set by the  corporation  by  which  the
          corporation must receive the payment demand; or

          The corporation does not return the deposited  certificates or release
          the transfer restrictions imposed on uncertificated shares as required
          by section 7-113-207(1).

     (2)  A  dissenter  waives the right to demand  payment  under this  section
          unless the  dissenter  causes the  corporation  to receive  the notice
          required by  subsection  (1) of this section  within thirty days after
          the corporation made or offered payment for the dissenter's shares.