</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(iii)
<DESCRIPTION> ARTICLES OF INCORPORATION
<TEXT>
              ARTICLES OF INCORPORATION
                                             OF
NEW CENTURY RESOURCES CORPORATION
The undersigned, in order to form a corporation for the purposes
hereinafter stated under and pursuant to the general corporation law of the
State of Nevada does hereby certify as follows:
                                    ARTICLE I
                                    NAME
The name of this corporation is: NEW CENTURY RESOURCES
CORPORATION.
                                    ARTICLE II
                                    PURPOSES
The purpose or purposes for which this corporation is organized are:
a.     To locate, patent, purchase, lease, exchange, trade for or otherwise acquire,
and to hold, own, use, operate, work, extend, improve, and develop, and to sell,
exchange, assign, transfer, mortgage, grant security interests in,
lease, or otherwise dispose of, in whole or in part, and wherever situated,
mines, mining rights, and claims, metalliferous lands, quarries, quarry
rights, water, water rights, ditches, reservoirs, oil and gas properties and
interests therein, timber and timber properties, and any all other types of
natural resources, and any rights, right of way, easements, privileges,
permits, or franchises suitable or convenient for any of the p urposes of the
business, and to deal in the same in every way; to timber,  quarry, mine, drill,
excavate, produce, purchase, lease, prospect for, claim and otherwise acquire,
and to process refine, and develop, and to sell, exchange, trade, deal in and with,
and otherwise dispose of asbestos, sulphur, silica,. feldspar, uranium, vanadium,
rare earth, mica, copper, coal, lead, silver, gold, gas, oil, oil shade, and other
minerals, timber and timber related products, ores, and properties of every kind
or nature, and of earth, rock, sand, shale, and other substances containing mineral
and ore deposits; and to manufacture, produce, purchase, lease, or otherwise
acquire, and to use operate, improve, repair, replace and develop, and to sell,
trade, exchange, lease, and otherwise dispose of any and all materials, machinery,
facilities, appliances, products, equipment, or supplies, proper or adapted to be
used in or in connection with or incidental to the prospecting, development,
production, processing, preparation, shipment, and delivery of any of the
foregoing minerals, ores, timber or other natural resources and any
by-products therefrom; and to do any and ail things incidental thereto, or
necessary, expedient, or proper to be done in connection with the matters and
things set forth herein.
b.     To acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell assign,
transfer, exchange or otherwise dispose of or deal in or wit its own corporate
securities or stock or other securities, including without limitations, any
shares of stock, bonds, debentures, notes, mortgages, or other obligations,
and any certificates, receipts or their instruments representing rights or
interests therein or any property or assets created or issued by any person,
firm association, or corporation, or any government or subdivisions, agencies or
instrumentalities thereof; to make payment therefore its own securities or to use its
unrestricted and unreserved earned surplus for the purchase of its own shares,
and to exercise as owner or holder of any securities, any and all rights, powers
and privileges in respect thereof.
C.     To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may at any time appear conducive to
or expedient for protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do, in
any part of the world as principals, agents, partners, trustees or otherwise,
either alone or in conjunction with any other person,     association or
corporation.
d.     The foregoing clauses shall be construed both as purposes and powers and
shall     not be held to limit or restrict in any manner the enjoyment and
exercise thereof, as conferred by the laws of the State of Nevada; and it is
the intention that the purposes and powers specified in each of the paragraphs
of this Article III shall be regarded as independent purposes and powers.
                                             ARTICLE III
                                             STOCK
(a)     The Corporation is authorized to issue two classes of shares to be
designated respectively "preferred" and "common".  The total number of shares
which the corporation is authorized to issue is One-Hundred Fifty-Million
(150,000,000) shares.  The number of preferred shares authorized is
Fifty-Million  (50,000,000) shares, and the par value of each such share is
$0.001. The number of common shares authorized is One-Hundred-Million
(100,000,000) shares, and the par value of  each such share is $0.001.
(b)     The authorized common stock of this corporation may be issued at such
time, upon such terms and conditions, and for such consideration as the Board
of Directors shall determine.
(c)     The preferred shares may be issued in series and from time to time
with such voting power, designations, preferences, and relative participating,
optional, or other rights, qualifications, limitations, or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
providing for the issue of such class, classes or series adopted by the Board
of Directors, pursuant to the authority hereby given and provided by statute.
Each class or series may be made subject to redemption as such time and at
such price or prices as such resolution or resolutions providing for the issue
of such stock shall state and express.  The holders of the preferred stock of
any class or series shall be entitled to receive dividends at such rates, on
such conditions, and at such times, as provided for in a resolution adopted by
the Board of Directors, payable in preference to or in relation to, the
dividends payable on any other class or classes of stock; Preferred
Shareholders shall be entitled to such rights upon the dissolution of, or upon
any distribution of, the assets of the corporation as may be stated in a
resolution adopted by the Board of Directors; or any class or series may be
convertible into or exchangeable for shares of any other class, classes, or
series of capital stock of the corporation, at such price or prices, or at such rates
of exchange, and with such adjustments, and shall be stated and expressed in the
resolution or resolutions of the Board of  Directors providing for the issuance
thereof.
                                             ARTICLE IV
                           STOCK NON-ASSESSABLE
The holders of the capital stock hereof, upon payment in full of the
subscription, shall not be subject to any assessment whatsoever to pay the
debts of the corporation.
                           ARTICLE V TERM OF EXISTENCE
This corporation shall have a perpetual existence.
                                             ARTICLE VI
                                    PREEMPTIVE RIGHTS
Shareholders shall not be entitled to preemptive rights.
                                             ARTICLE VII
                                    CUMULATIVE VOTING
No cumulative voting shall be permitted in the election of Directors.
                                             ARTICLE VIII
                           INITIAL OFFICE AND AGENT
The address of the initial registered office of the corporation is 1025
Ridgeview, Suite 400, Reno, Nevada 89509, Washoe County, and the name of
the Corporation's initial registered agent at such address is Michael J. Morrison,
Esq.
                                             ARTICLE IX
                                             DIRECTORS
The number of Directors constituting the initial Board of Directors of this
corporation are three (3).  The number of Directors may, at any time or times,
be increased or decreased by a duly adopted amendment to these Articles of
Incorporation, or in such manner as provided in the By-Laws of this
Corporation.  There shall be no less than three (3) nor more than nine (9)
Directors.  The names and addresses of the persons who are to serve as the
initial directors until the first annual meeting of stockholders, or until
their successors are duly elected and
qualified are:
GEORGE CHRISTODOULOU
8162 Mizer Lane
Boca Raton, FL 33433
SOLON PIITARIDES
3RD Floor, Kdficous Bldg.
32 Andreas Araouzos Street
P.O. Box 5631
Nicosia, Cyprus
CHLOE PAPADOPOULOU
3RD Floor, Kjiticous Bldg.
32 Andreas Araouzos Street
P.O. Box 5631
Nicosia, Cyprus
                                             ARTICLE X
                                    LIMITED LIABILITY
No Officer or Director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of any
fiduciary duty as an Officer or Director, except for liability (i) for any breach of
the Officers or Directors duty of loyalty to the Corporation or its shareholders,
(ii) misconduct or a  knowing violation of law, or (iii) for any transaction from
which the officer or director derived any improper personal benefit. If the Nevada
General Corporation Law is corporation to authorize corporate action further
amended after the date of in eliminating or limiting the personal liability of Officers
or Directors, then the liability of an Officer or Director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada General
Corporation Law, or amendments thereto.  No repeal or modification of this
paragraph shall  adversely affect any right or protection of an Officer of Director
of the  Corporation prior to or existing at the time of such repeal or modification.
                                    ARTICLE XI
                           INDEMNIFICATION
Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or  proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is the legal representative, is or was an he or she, or a person
for whom officer or Director of the Corporation or is or was serving at the
request of  the corporation as an Officer or Director of another corporation or of
a  partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit proceeding is alleged action in an official capacity as
is of such plans, whether the  Officer or Director or in any other capacity while
serving as an Officer or Director, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Nevada General Corporation
Law, as the same exists or  may hereafter be amended, (but, in the case of any
such amendment, only to the  extent that such amendment permits the
Corporation to provide broader  indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys fees, judgments, fines, excise taxes or penalties and
amounts to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be an Officer or Director and shall inure to the benefit of
his or her heirs, executors and administrators; however, that except as
provided herein with respect to proceedings seeking to enforce rights to
indemnification in connection with a proceeding (or part thereof initiated by
such person, only if such proceeding (or part thereof was authorized by the
Board of Directors of the Corporation.  The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be
paid by the Corporation for expenses incurred in defending any such proceeding
in advance of its final disposition; provided however, that, if the Nevada
General Corporation Law requires the payment of such expenses incurred by an
Officer or Director in his or her capacity in as an Officer or Director (and not in
any other capacity in which service was  or is rendered by such person while an
Officer or Director, including, without limitation, service to an employee benefit
plan).  The Director or Officer shall furnish to the Corporation a written
undertaking, executed personally,  or on his or her behalf, to  repay the advance if
it is determined that such Officer or Director is not entitled to be indemnified
under this Section or otherwise.  The undertaking required by this Section shall be
an unlimited general obligation or the Director or Officer, but need not be secured
and may be accepted without reference to financial ability to make repayment.
If a claim hereunder is not paid in full by the Corporation within (90) Ninety
days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful, in whole or in part, the
claimant shall be entitled to be paid the expense of prosecuting such claim,
including reasonable attorneys fees.  It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance. its final disposition where the required
undertaking, if any, is required, tendered to the corporation) that the
claimant has not met the standards id cinduct which make it permissible under the
Nevada General Corporation Law for the Corporation Corporation to indemnify
the claimant proving such defense shall be on the Coporation.  Neither the failure
of the Corporation (including its Voard of Directors, independent legal counsel,
or its shareholders) toi have a determination prior to the commencement of
esucha ction that indemnification of the claimaint if proper tot he commencement
of such action that imdemnification of the claimant is proper in the circumstances
becuase he or she me the applicable standard conduct set forth inthe Nevada
General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its shareholders)
that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumpton that the claimant has not met the
applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this Section
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-law, agreement, vote of shareholders, disinterested
Directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself and
any other Officer, Director or Employee or agent of the Corporation or anoth
er corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss under the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification to any employee or agent of the
Corporation to the fullest extent of the provisions of this section with
respect to the indemnification and advancement of expenses of Officers and
Directors of the Corporation or individuals serving at the request of the
Corporation as an Officer, Director, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise.
                                             ARTICLE XII
                                             INCORPORATOR
The name and address of the incorporator is:
ROBERT J. NIELSON, ESQ.
3098 S. Highland Dr., Suite 300
Salt Lake City, Utah 84106
DATED this 7th day of January, 1994.
                                    /s/ Robert J. Nielson, Esq.
                                    Robert J. Nielson, Esq.
STATE OF UTAH
               )ss
COUNTY OF SALT LAKE
On the 7th day of January, 1994 personally appeared before me,
ROBERT J. NIELSON, ESQ., who being by me first duly sworn, declared that
he is the person who signed the foregoing instrument and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as of the date
hereinabove mentioned.
/s/ Michelle M. Mills
NOTARY PUBLIC
Residing in Salt Lake City
My commission expires 10-15-96
                           CERTIFICATE OF ACCEPTANCE OF
                  APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF NEW CENTURY RESOURCES CORPORATION
Michael J. Morrison, hereby certify that on the 10th day of January
1994, 1 accepted the appointment as Resident Agent of the above entitled
corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the principal office in this State is located in Suite 400,
1025 Ridgeview, Reno, Washoe County, State of Nevada, 89509.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
January 1994.
/s/ Michael J. Morrision
Michael J. Morrison
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(iv)
<DESCRIPTION> ARTICLES OF MERGER
<TEXT>
                         ARTICLES OF MERGER
                                    by and between
NEW CENTURY RESOURCES CORPORATION (a Utah corporation)
                                and
NEW CENTURY RESOURCES CORPORATION (a Nevada corporation)
Pursuant to the provisions of Section 78.458 of the Nevada Revised Statutes,
the undersigned domestic and foreign corporations adopt the following Articles of
Merger for the purpose of merging them into one such corporations:
FIRST:     The names of the undersigned corporations and the states under the
laws of which they are respectively organized are:
          New Century Resources Corporation     Utah
          New Century Resources Corporation     Nevada
SECOND:     The laws of the state under which the     foreign
corporation is organized  permit such a merger.
THIRD:     The name of the surviving corporation is New Century Resources
Corporation, and is to be governed under the laws of the State of Nevada.
FOURTH:     The following Plan of Merger was adopted by the respective
Boards of Directors of each of the corporate parties in accordance with the laws
of the State under which they are incorporated.
FIFTH:          The following Plan of Merger does not require the approval of
the shareholders of the undersigned domestic corporation as the undersigned
domestic corporation has no shares issued and outstanding; the following Plan of
Merger was duly adopted by the shareholders of the foreign corporation in the
manner prescribed by the laws of the State under which it is organized, namely
the State of Utah.
SIXTH:     As to the undersigned corporations, the total number of shares
outstanding and the designation and number of outstanding shares entitled to
-vote on the Plan of Merger, which in the case of each of the undersigned
corporations consists of only one class of stock outstanding, that being Common
Voting Stock  are:
Name of corporation                                         No. of outstanding shares
New Century Resources Corporation - Utah     10,501,724     common
New Century Resources Corporation - Nevada     -0-
Each of the above referenced corporations also has a class of preferred stock
which is  authorized but unissued as of the date of this Plan.
SEVENTH:     As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, respectively, which in each case
consists of only one class, that being common voting shares, are as follows:
Name of Corporation                                      total for             total against
New Century Resources Corporation - Utah -  8,374,034             0
New Century Resources Corporation - Nevada -No shares outstanding-
Pursuant to a Special Meeting of Shareholders held on the 21st day of January,
1994, Pursuant to a notice thereof, shareholders representing a majority of
the common shares of record of New Century Resources Corporation, a Utah
corporation, there being 10,501,724 shares issued and outstanding and entitled
to vote (pre merger) as of the record date of the Meeting with a total of
8,374,034     shares represented at the Meeting either in person or by
proxy, voted 8,374,034     FOR with        -0- shares AGAINST, to complete a
change of domicile by means of a statutory merger, hereinafter referred to as the
'Plan of Merger", which number of shares was sufficient for the approval of
stockholders to the within Plan of Merger.
EIGHTH:     There are no amendments hereby contemplated to the Articles of
Incorporation of the surving corporation.
New Century Resources Corporation the Utah corporation ( the "'UTAH
Company"), by a resolution adopted by its Board of Directors and a majority
vote of its shareholders, and New Century Resources Corporation, a Nevada
corporation (the  "NEVADA Company"), which has just recently been formed or
the purpose of this  merger and change of domicile, by a resolution adopted by its
Board of  Directors do hereby agree to a merger of the two corporations upon
the following terms and conditions:
                                    PLAN OF MERGER
WHEREAS, the NEVADA Company has 150,000,000 shares of stock
authorized in two classes as follows: 100,000,000 common shares, par value
$0.001, being single class without series, of which there are -0- shares issued and
outstanding; and 50,000,000 Preferred Shares, par value $0.001, the rights and
preferences of which may be determined in the discretion of the Board of
Directors, of which there are -0- shares issued and outstanding, as defined in
Article III of its Articles of Incorporation; and
WHEREAS, the UTAH Company has 100,000,000 shares of stock authorized
in two classes as follows: 50,000,000 common shares, par value $0.001, being a
single class without series of which there are 10,501,724 shares issued and
outstanding (pre-merger); and, 50,000,000 Preferred Shares, par value
$0.001, the rights and preferences of which may be determined by the Board of
Directors, of which there are no shares issued and outstanding, as defined in
Article IV of its Articles of Incorporation, as amended, and
WHEREAS, the principal office of the NEVADA Company in the State of
Nevada is located at 1025 Ridgeview, Suite 400, Reno, Nevada, 89509, and
Michael J. Morrison, Esq. is the registered agent of the NEVADA Company
upon whom service of process for the NEVADA Company may be received
within the State of Nevada; and
WHEREAS,  the principal United States office of the UTAH Company is located
at 3098 So.  Highland Dr., Suite 300, Salt Lake City, Utah 84106, and Robert J.
Nielson, Esq. is the registered agent for the UTAH Company upon whom service
of process for the UTAH Company may be received within the State of Utah;
and
WHEREAS, the Boards of Directors of the NEVADA Company and the UTAH
Company, respectively, deem it advisable and generally in the best interests of
and to the advantage of the corporate parties and their respective shareholders
that the UTAH Company merge with the NEVADA Company under and
pursuant to the provisions of Section 78.458 et seq of the Nevada Revised
Statutes and further pursuant the applicable provisions of the Utah Revised
Corporations Act; and
WHEREAS, the Shareholders of the UTAH Company have approved the
merger by a majority of the outstanding shares of the UTAH Company consistent
with the applicable statute under the Utah Revised Corporation Act, Section
16-10a-1101 et.seq., and further in pursuant to and consistent with its Bylaws, as
follows:
The surviving corporation, as in this case, the NEVADA Company, is to be
governed by the laws of the State of Nevada, but it shall comply with the
applicable provisions of the Utah Revised Corporation Act, Section 16-10-1107,
and file its Articles of Merger with the State of Utah so that
a)     If it is to transact business in the State of Utah it will comply with the
provisions of Part 15 of the Utah Revised Corporation Act;
b)     it shall maintain a registered agent in the State of Utah to accept
service in any proceeding to enforce any obligation or rights of dissenting
shareholders, or in any proceeding based on any cause of action arising with
respect to the UTAH Company, which registered office is located at 3098 So.
Highland Dr., Suite 300, Salt Lake City, Utah 84106, and the name of the agent
as such address is Robert J. Nielson, Esq.; and
C)     it agrees that it will promptly pay to any dissenting shareholders of
the UTAH Company, the amount if any to which they shall be entitled under Part
13 of the Utah Revised Corporations Act.
NOW THEREFORE, for and in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the adequacy and sufficiency
of which is hereby acknowledge, the parties hereto agree as follows:
1.   MERGER.  The UTAH Company shall be and it hereby is merged into the
NEVADA Company upon the effective date.
2.     EFFECTIVE DATE.  These Articles of Merger shall comply with the
statutes of the Nevada Revised Statutes and become effective immediately upon
the filing of the same with the office of the Secretary of State of Nevada.
3.     SURVIVING CORPORATION.  The NEVADA Company shall survive
the merger herein contemplated and shall continue to be governed by the laws of
the State of Nevada, but the separate existence of the UTAH Company shall
cease forthwith upon the Effective Date.
4. AUTHORIZED CAPITAL.  The authorized capital stock of the NEVADA
Company     following the Effective Date, shall be an aggregate number of
authorized shares of the capital  stock of two classes being common and
preferred.  There are 50,000,000 Preferred Shares, par value $0.001,
authorized, the rights and preferences of which may be determined at the
discretion of the Board of Directors.  The NEVADA Company
also has 100, 000,000 common shares authorized, par value, $0.001, being a
single class, without series, as defined in Article III of its Articles of
Incorporation.
5.     CERTIFICATE OF INCORPORATION.  The Certificate of
Incorporation, shall be the Certificate of Incorporation of the NEVADA
Company following the effective Date unless and until the same shall be amended
or repealed in accordance with the provisions thereof, and all rights or powers of
whatsoever nature conferred with such Certificate of Incorporation or herein
upon any shareholder or officer or director of the NEVADA Company or upon
any other person whomsoever are subject to this reserve power.  Such
Certificate of Incorporation of the NEVADA Company is separate and apart
form this Agreement of Merger and may be separately certified as the Certificate
of Incorporation of the NEVADA Company.
6.     BY-LAWS.  The Corporate By-Laws shall be the By-Laws as adopted by
the Board of Directors of the NEVADA Company following the Effective Date
unless and until the same shall be amended or repealed in accordance with the
provisions thereof.
7.     FURTHER ASSURANCE OF TITLE.  If at any time the NEVADA
Company shall consider or be advised that any acknowledgements or assurances
in law or other similar actions are necessary or desirable in order to acknowledge
or confirm in and to the NEVADA Company any right, title.- or interest in the
UTAH Company held immediately prior to the Effective Date, the UTAH
Company and its proper officers and directors shall and will execute and deliver
all such acknowledgements or assurances in law and do all things necessary and
proper to acknowledge or confirm such right, title or interest in the NEVADA
Company as shall be necessary to carry out the purposes of this Agreement of
Merger with the NEVADA Company and the proper officers and directors
thereof are fully authorized to take any all such action in the name of the UTAH
Company or otherwise.
8.     RETIREMENT OF ORGANIZATION STOCK.  Forthwith, upon the
Effective Date, each share of Common Stock of the NEVADA Company,
presently issued and outstanding,     if any, shall be retired, and no shares of
Common Stock or any other securities of the NEVADA Company shall be
issued in respect thereof.
9.     CONVERSION OF OUTSTANDING STOCK.  Forthwith upon the
Effective Date, all of the 10,501,724 common shares (pre-merger), being fully
paid, issued and outstanding and authorized on the books and records of the
UTAH Company, shall  be converted on a basis of one to one (1:1) into one fully
paid and non-assessable share of Common Stock of the NEVADA Company for
each one share held of the UTAH Company (pre-merger), and each certificate
nominally representing shares of Common Stock of the UTAH Company shall for
all purposes be deemed to evidence ownership of shares of common stock of the
NEVADA Company. The holders of such certificates of the UTAH Company
shall not be required to immediately surrender the same in exchange for
certificates representing shares of Common Stock of the NEVADA Company,,
and, at any such time upon surrender by any holder of certificates nominally
representing shares of Common Stock in the UTAH Company, the NEVADA
Company will cause to be issued therefor certificates for the shares of Common
Stock of the NEVADA Company, subject to any reverse or forward splits of
said stock in effect thereafter, if any.
10.     RETIREMENT OF TREASURY STOCK.  Forthwith, upon the Effective
Date, shares of Common Stock of the UTAH Company held in its Treasury, if
any, on the Effective Date, shall be retired and no shares of Common Stock or
other securities of the NEVADA Company shall be issued in respect therefor.
11.     BOOK ENTRIES.  The merger contemplated hereb shall be treated as a
pooling of interests.
12.     BOARD OF DIRECTORS AND OFFICERS.  The members of the first
Board of Directors and Officers immediately after the Effective Date of the
merger shall be those persons who were members of the Board of Directors and
the officers, respectively, of the NEVADA Company, immediately prior to the
Effective Date of the merger,, which Officers and Directors also constitute
the Officers and Directors of the UTAH Company immediately prior to the
Effective Date of the merger, and such persons shall serve in such capacity,
respectively, for the terms provided by law or the Bylaws or until their
successors are duly elected and qualified.
13.     VACANCIES.  If, upon the Effective Date, a vacancy shall exist in the
Board of Directors or in any of the offices of the NEVADA Company as the
same are specified above, such vacancy shall thereafter be filled by appointment
and majority approval of the Board of Directors of the NEVADA Company in
the manner provided for under Nevada law and the By-Laws of the NEVADA
Company.
14.     TERMINATION.  This Agreement of Merger may be terminated and
abandoned by action of the Board of Directors of the UTAH Company at any
time prior to the Effective Date, whether before or after approval of the
shareholders of the two corporate parties hereto.
15.      AUTHORIZATION.  This Agreement of Merger was duly authorized by
a majority vote of the shareholders and Directors of the UTAH Company at a
Special Meeting of the Board of Directors and a Special Meeting of the
Shareholders, held on December 17, 1993, and January 21, 1994, respectively,
wherein specific authorization was given for the incorporation and formation
of the NEVADA Company for the purpose of changing the domicile of the
UTAH Company to that of the State of Nevada, and was duly authorized by the
newly formed Board of Directors of the NEVADA Company at on January 11,
1994.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to the
authority duly granted by the Board of Directors, has caused the Articles of
Merger between the UTAH Company and the NEVADA Company to be
executed by its respective Secretary and President on the day of January, 1994.
the UTAH Company                                  the NEVADA Company
New Century Resources Corporation         New Century Resources Corporation
By: /s/ George Christodoulou                      By: /s/ George Christodoulou
George Christodoulou                                  George Christodoulou
By: /s/ Chloe Papadopoulou                       By: /s/ Chloe Papadopoulou
Chloe Papadopoulou                                  Chloe Papadopoulou
STATE OF
                                        ss
COUNTY OF
     These Articles of Merger have been acknowledged before me this 24 day of
January, 1994, by George Christodoulou, President, who has executed the
aforementioned document on behalf of the NEVADA Company and the UTAH
Company as set forth herein.
/s/ Haralambus S Savvioss
Notary Public
Subscribed and sworn before me by Ms. Chloe Papadopoulou,  who has
executed the within document as Secretary/Treasurer of the NEVADA Company
and the UTAH Company, this 24 day of January, 1994.
/s/ Haralambus S. Savvioss
Notary Public