EXHIBIT 1.3

                                                                Filed 10/18/2000
                                                                Idaho Secretary
                                                                of State

                               ARTICLES OF MERGER

                                       OF

                            FLEXEMESSAGING.COM, INC.
                              AN IDAHO CORPORATION

                                       AND

                         FLEXEMESSAGING ACQUISITION LTD.
                             A BERMUDAN CORPORATION


To the Secretary of State
State of Idaho

         Pursuant to the provisions of Section 30-1-1107 of the Idaho Business
Corporation Act, the domestic corporation and the foreign corporation herein
named do hereby submit the following Articles of Merger.

         FIRST: Annexed hereto and made a part hereof is the Plan and Agreement
of Merger for merging and or amalgamating, as the case may be,
Flexemessaging.com, Inc., a corporation organized and existing under the laws of
the State of Idaho ("Flexe"), with and into Flexemessaging Acquisition Ltd., a
corporation organized and existing under the laws of Bermuda ("Flexe
Acquisition"). The said Plan and Agreement of Merger has been approved and
adopted by the Board of Directors and sole shareholder of Flexe on September 25,
2001 and by the Board of Directors and sole shareholder of Flexe Acquisition on
September 25, 2001.

         SECOND: The said Plan and Agreement of Merger was submitted to the sole
stockholder of Flexe by its Board of Directors pursuant to the provisions of
Section 30-1-1105 of the Idaho Business Corporation Act, and the manner of
approval thereof by said stockholder was as follows:

         (i). The designation, the number of outstanding shares, and the number
         of votes entitled to be cast by each class entitled to vote on the said
         Plan and Agreement of Merger are as follows:

                  (a)      Designation of class:  Common Stock.

                  (b)      Number of outstanding shares of class: 10,200,000.

                  (c)      Number of votes of class entitled to be cast on the
                  Plan and Agreement of Merger: 10,200,000.

         THIRD: The total number of votes cast for and against the merger and/or

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amalgamation herein provided for by each class entitled to vote on the said Plan
and Agreement of Merger is as follows:

                  (a)      Designation of class: Common Stock.

                  (b)      Number of votes of class cast for Plan and Agreement
                  of Merger: 10,200,000.

                  (c)      Number of votes of class cast against Plan and
                  Agreement of Merger: 0.

         FOURTH: The said number of votes cast for the Plan and Agreement of
Merger was sufficient for the approval thereof by the said class.

         FIFTH: The merger and/or amalgamation of Flexe with and into Flexe
Acquisition is permitted by the laws of the jurisdiction of organization of
Flexe Acquisition and has been authorized in compliance with said laws.

         SIXTH: The effective time and date of this merger/amalgamation herein
provided for in the State of Idaho shall be on the date of filing.


Executed on this 25th day of September, 2001.


                                                 FLEXEMESSAGING.COM, INC.,
                                                 an Idaho corporation

                                                 /s/ N R Bird
                                                 ----------------------------
                                                 Name:   N R Bird
                                                 Title:  President


Executed on this 25th day of September, 2001.


                                                 FLEXEMESSAGING ACQUISITION LTD,
                                                 a Bermuda corporation


                                                 /s/ Frank Favretto
                                                 ----------------------------
                                                 Name:   Frank Favretto
                                                 Title:  Director


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                          PLAN AND AGREEMENT OF MERGER

PLAN AND AGREEMENT OF MERGER adopted by Flexemessaging.com, Inc., a business
corporation organized under the laws of the State of Idaho, by resolution of its
Board of Directors on September 25, 2001 and written consent of its sole
shareholder, and adopted by Flexemessaging Acquisition Ltd., a business
corporation organized under the laws of Bermuda, by resolution of its Board of
Directors and its sole shareholder on September 25, 2001. The names of the
corporations planning to merge are Flexemessaging.com, Inc, a business
corporation organized under the laws of the State of Idaho ("Flexe"), and
Flexemessaging Acquisition Ltd., a business corporation organized under the laws
of Bermuda ("Flexe Acquisition"). Flexe and Flexe Acquisition have agreed to
merge and/or amalgamate, as the case may be in each relevant jurisdiction,
pursuant to the provisions of the Companies Act of 1981 of Bermuda (the "Bermuda
Act") and the provisions of the Idaho Business Corporation Act of Idaho and
continue as a Bermuda exempted company on the terms hereinafter set forth. The
name of the surviving corporation into which Flexe plans to merge/amalgamate is
"Flexemessaging Acquisition Ltd."

         1. Flexe and Flexe Acquisition shall, pursuant to the provisions of the
Idaho Business Corporation Act and of the provisions of the laws of the
jurisdiction of organization of Flexe Acquisition, specifically the Bermuda Act,
be merged with and into and/or amalgamated into a single corporation, to wit,
Flexe Acquisition, which shall be the surviving corporation at the effective
time and date of merger and which is sometimes hereinafter referred to as the
"surviving corporation", and which shall continue to exist as said surviving
corporation under its present name pursuant to the provisions of the laws of the
jurisdiction of its organization. The separate existence of Flexe, which is
sometimes hereinafter referred to as the "non-surviving corporation", shall
cease at the effective time and date of the merger in accordance with the
provisions of the Idaho Business Corporation Act. Flexe and Flexe Acquisition
hereby agree that the amalgamation under the Bermuda Act shall occur, and a
certificate be issued by the Register of Companies in Bermuda, effective on or
after October 18, 2001.

         2. The Memorandum of Association of Flexe Acquisition shall be the
certificate of incorporation/Memorandum of Association of the surviving
corporation upon the effective date of the merger and/or amalgamation, as the
case may be, in the jurisdiction of its organization, Bermuda, and pursuant to
the Bermuda Act. Said Memorandum of Association shall continue in full force and
effect until amended or changed in the manner prescribed by the provisions of
the laws of the jurisdiction of its organization, Bermuda, and in the name of
the surviving corporation upon merger/amalgamation shall be "Flexemessaging
Acquisition Ltd.".

         3. The Bye-laws of the surviving corporation shall be the bye-laws of
the surviving corporation at the effective time and date of the
merger/amalgamation under the Bermuda Act, and said Bye-laws shall continue in
full force and effect until

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amended, altered or changed as provided therein and in the manner prescribed by
the provisions of the laws of the jurisdiction of its organization, Bermuda.

         4. The directors and officers of the surviving corporation shall be the
directors and officers of the surviving corporation, Flexe Acquisition, at the
effective time and date of the merger/amalgamation in the jurisdiction of its
organization, all of whom shall hold office until their respective successors
are elected or appointed and qualified or until their tenure is otherwise
terminated in accordance with the Bye-Laws of the surviving corporation.



         5. Each of the issued and outstanding shares of common stock of the
non-surviving corporation (there being no other shares of capital stock issued
or outstanding) shall be cancelled without any repayment of capital in respect
thereof when the merger/amalgamation becomes effective under the Bermuda Act. No
shares of capital stock of Flexe Acquisition shall be issued or outstanding
prior to the effective time of the merger/amalgamation and the authorized
capital of Flexe Acquisition shall not be combined with the authorized capital
of Flexe.

         6. The Plan and Agreement of Merger herein made and approved shall be
submitted to the Shareholders of the non-surviving corporation, Flexe, or their
approval or rejection in the manner prescribed by the provisions of the Idaho
Business Corporation Act, and the amalgamation of the non-surviving corporation
with and into the surviving corporation shall be authorized in the manner
prescribed by the laws of the jurisdiction of organization of the surviving
corporation, Bermuda.

         7. In the event that the Plan and Agreement of Merger shall have been
approved by the Shareholders entitled to vote of the non-surviving corporation,
Flexe, in a manner prescribed by the provisions of the Idaho Business
Corporation Act, and in the event that the merger and/or amalgamation, as the
case may be in each jurisdiction, of the non-surviving corporation with and into
the surviving corporation shall have been duly authorized in compliance with the
laws of the jurisdiction of organization of the surviving corporation, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Idaho and of the laws of
Bermuda, and that they will cause to be performed all necessary acts therein and
elsewhere to effectuate the merger/amalgamation under the Bermuda Act.

         8. The Board of Directors and the proper officers of the non-surviving
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan and Agreement of Merger or
of the merger/amalgamation herein provided for.

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         IN WITNESS WHEREOF, each of the undersigned has caused this Plan and
Agreement of Merger to be executed by its authorized officer as of the 25th day
of September, 2001.

                            FLEXEMESSAGING.COM, INC.


                                            By: /s/ Nick Bird
                                               ---------------------------------
                                               Name: Nick Bird
                                               Title: President

                                            FLEXEMESSAGING ACQUISITION LTD.


                                            By: /s/ Frank Favretto
                                               ---------------------------------
                                               Name: Frank Favretto
                                               Title:  Director