ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                              HYDROBAC CORPORATION

Article I of the Articles of Incorporation of HYDROBAC CORPORATION is amended to
read as follows:

The name of the corporation is changed to:
      PROBAC INTERNATIONAL CORPORATION

This amendment was adopted by the shareholders on June 16, 1986 to be effective
July 7, 986.

IN WITNESS WHEREOF, the undersigned President and Secretary of this corporation
have executed these Articles of Amendent on July 11, 1986.

HYDROBAC CORPORATION

            By
Secretary   President

(CORPORATE SEAL)
STATE OF FLORIDA   )
COUNTY OF SARASOTA )

BEFORE ME personally appeared DONALD M. NODHOLM, to me well known and known to
me to be the person described as President of HYDROBAC CORPORATION and who
executed the foregoing Articles of Amendment, and he acknowledged the execution
to be his free act and deed as such officer, for the purposes therein expressed.

WITNESS my hand and official seal this 11 day of JULY, 1986.

      NOTARY PUBLIC
      My Commission Expires:


<PAGE>


                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        PROBAC INTERNATIONAL CORPORATION

Article III.A. of the Amended and Restated Articles of Incorporation of ProBac
Internaional Corporation, as amended, is hereby amended and the corporation
shall hereafter be authorized to issue Twenty Million (20,000,000) shares of
Common Stock, each having a par value of $.001.

The registered office of the corporation is hereby changed to 4370 South Tamiami
Trail, Suite 301, Sarasota, Florida 33581. Donald M. Nodholm shall continue as
the registered agent of the corporation at such address.

This Amendment was adopted by written action of the Shareholders pursuant to
Section 607.394, Florida Statutes (1985), as amended, on August 22, 1986.

IN WITNESS WHEREOF, the undersigned President and Secretary of this corporation
have executed these Articles of Amendment on AUGUST 25, 1986.

Attest:     PROBAC INTERNATIONAL CORPORATION
            By
Secretary   President

(CORPORATE SEAL)


STATE OF FLORIDA   )
      : SS
COUNTY OF SARASOTA )

BEFORE ME personally apeared DONALD M. NODHOLM, to me well known and know to me
to be the person described as President of PROBAC INTERNATIONAL CORPORATION and
who executed the foregoing Articles of Amendment, and he acknowledged the
execution to be his free act and deed as such officer, for the purposes therein
expressed.

WITNESS my hand and official seal this 25 day of AUGUST, 1986.

Notary Public
My commission expires


<PAGE>


                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        PROBAC INTERNATIONAL CORPORATION

Article III.A of the Amended and Restated Articles of Incorporation of PROBAC
INTERNATIONAL CORPORATION, as amended, is hereby amended to reclassify each
outstanding share of Common Stock, par value $.001 per share, into 2.5 shares of
Common Stock, par value $.001 per share. This amendment was adopted by written
action of the shareholders pursuant to Section 607.394, Florida Statutes (1985)
as amended, on March 10, 1987.

Article III.A. of the Amended and Restated Articles of Incorproation of PROBAC
ITNERNATINAL CORPORATION, as amended, is hereby amended and the corporation
shall hereafter be authorized to issue Fifty Million (50,000,000) share of
Common Stock, each having a par value of $.001. This amendment was adopted by
written action of the shareholders pursuant to Section 607.394, Florida Statutes
(1985) as amended, on August ~ 1987.

IN WITNESS WHEREOF, the undersigned _ President and Secretary of this
corporation have executed these Articles of Amendment on AUGUST 10, 1987.

Attest:     PROBAC INTERNATIONAL CORPORATION

            By
Secretary   President
STATE OF FLORIDA
COUNTY OF SARASOTA


BEFORE ME personally appeared Donald M. Nodholm, to me well known and known to
me to be the person described as President of PROBAC INTERNATIONAL CORPORATION
and who executed the foregoing Articles of Amendment, and he acknowledged the
execution to be his free act and deed as such officer, for the purposes therein
expressed.

WITNESS my hand and official seal this 10 day of AUGUST, 1987.

      NOTARY PUBLIC
      My Commission Expires:


<PAGE>


                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        PROBAC INTERNATIONAL CORPORATION

Article III.A. of the Amended and Restated Articles of Incorporation of PROBAC
INTERNATIONAL CORPORATION, as amended, is hereby amended to effect a two for one
reverse split of all outstanding shares of Common Stock, $.001 par value, so
that each two such shares outstanding at October 30, 1987 shall, as of November
30, 1987, be deemed to equal one share of Common Stock, $.001 par value.
Certificates evidencing outstanding shares need not be surrendered but shall
hereafter be deemed to give effect to the foregoing reverse split,
notwithstanding share amounts set forth on such certificates. This amendment was
adopted by written action of the shareholders pursuant to Section 607.394,
Florida Statutes (1985) as amended, on November 30, 1987.

IN WITNESS WHEREOF, the undersigned President and Secretary of this corporation
have executed these Articles of Amendment on DECEMBER 10, 1987.

Attest:     PROBAC INTERNATIONAL CORPORATION

            By
Secretary   President

STATE OF FLORIDA
COUNTY OF SARASOTA

BEFORE ME personally appeared DONALD M. NODHOLM, to me well known and known
to me to be the person described as President of

PROBAC INTERNATIONAL CORPORATION and who executed the foregoing Articles of
Amendment, and he acknowledged the execution to be his free act and deed as such
officer, for the purposes therein expressed.

WITNESS my hand and official seal this 10 day of DECEMBER, 1987.


      NOTARY PUBLIC


<PAGE>


                              ARTICLES OF AMENDMENT


ARTICLE I. NAME

The name of this Florida corporation is Probac International Corporation t the
"Corporation").

ARTICLE II. AMENDMENT

The Articles of Incorporation of the Corporation are amended so that the name of
the Corporation is changed to Trident Environmental Systems Inc., and the
mailing address of the Corporation is changed to:

Trident Environmental Systems Inc. 400 Ausutralian Avenue, Suite 750 West
Palm Beach, Fl 33401

ARTICLE III, DATE AMENDMENT ADOPTED

The amendment set forth in these Articles of Amendment was adopted on October 5,
1994.

ARTICLE IV. APPROVAL OF AMENDMENT

The amendment set forth in these Articles of Amendment was proposed and adopted
by the Corporation's Board of Directors, Shareholder approval was not required
to his amendment.

An authorized representative of the Corporation executed these Articles of
Amendment on October 5, 1994.

Probac International Corporation

      By:
      Name: Chairman
      Title:


<PAGE>


                               Articles of Merger
                                       of
                        Probac International Corporation

ARTICLE I. NAME OF SURVIVING CORPORATION

The name of this Florida corporation is Probac International Corporation.

ARTICLE II. AGREEMENT AND PLAN OF MERGER

The Agreement and Plan of Merger is attached as an exhibit to the Articles of
Merger.

ARTICLE III. EFFECTIVE DATE OF MERGER

The corporate existence of the Surviving Corporation shall begin effective as of
the date of filing of the Articles of Merger.

ARTICLE IV. ADOPTION OF PLAN of MERGER

The plan of merger was adopted by the Board of Directors of Probac International
Corporation on September 14, 1994 (shareholder approval was not reguired as
provided for by the Florida Business Corporation Act). The plan of merger was
adopted by the shareholders of Trident Internatinal Trading LTD. Inc., on
September 26, 1994.

An authorized representative of the Merging and of the Surviving Corporations
executed these Articles of Merger on October 5, 1994.

Probac International  Trident International
Corporation Trading Ltd., Inc

By:   By:
Name: Name:
Title:      Title

                          AGREEMENT AND PLAN OF MERGER

DATE: September 14, 1994


PARTIES:

      TRIDENT INTERNATIONAL TRADING, LTD., INC. a New York corporation
authorized to do business in Florida, (Merging Corporation), and

      PROBAC INTERNATIONAL CORPORATION, a Florida corporation, (Surviving
Corporation)


<PAGE>


SECTION 1.  MERGER

On the Effective Date, the Merging Corporation shall be merged with and into the
Surviving Corporation. The separate existence of the Merging Corporation shall
cease, and both the Merging and Surviving Corporation shall be a single
corporation which shall be the Surviving Corporation. The title to all real
estate and other property owned by the Mergin Corporation and the Surviving
Corporation shall be vested in the Surviving Corporation without reversion or
impairment and without further act or deed. The Surviving Corporation shall
assume all liabilities and obligations of the Merging Corporation and the
Surviving Corporation as of the Effective Date. Any proceeding pending against
the Merging Corporation or the Surviving Corporation may be continued as if the
merger did not occur, or the Surviving Corporation may be substituted in the
proceeding for the Merging Corporation.

SECTION 2.  SHAREHOLDER APPROVAL

Forthwith upon the full execution of this agreement, the Merging Corporation and
the Surviving Corporation shall each submit this agreement to its shareholders
for approval in accordance with Business Corporation Act of the State of
Florida.

SECTION 3.  EFFECTIVE DATE AND CLOSING

3.1 EFFECTIVE DATE. The merger of the Merging Corporation and the Surviving
Corporation shall be effective (Effective Date) upon the filing of the Articles
of Merger in accordance with the Business Corporation Act of the State of
Florida. 

3.2 CLOSING. Subject to the satisfaction of the conditions set forth in
Sections 10 and 11 of this agreement, the closing of this merger shall take
place at the office of the Surviving Corporation on September 14, 1954, or at
such other place or at such other times as may be agreed upon by the Surviving
Corporation and the Merging Corporation. At the time of the closing:

3.2.1 FILING OF ARTICLES OF MERGER. The Surviving Corporation and the Merging
Corporation shall cause the Articles of Merger to be filed.

3.2.2 CERTIFICATION. The Merging Corporation and the Surviving Corporation shall
each deliver to the other ceritifed copies of the resolutions of the Board of
Directors and Shareholders of the delivering corporation approving the merger.

3.3 FURTHER ASSURANCES. From time to time after the closing, the parties shall
execute and deliver such other documents and take such other actions as may
reasonable required to accomplish the merger.

SECTION 4.  SHARES OF STOCK

4.1 EXCHANGE OF SHARES. On or after the Effective Date, the Surviving
Corporation, upon the receipt of properly endorsed stock certificates
representing the outstanding shares of common stock of the Merging Corporation,
shall issue to the shareholders of the Merging Corporation equal to 1.3 million
shares of common stock.


<PAGE>


4.1.1. It is understood that the amount of shares issued by Probac International
Corporation are approximately 14,000,000 common stock as of May 31, 1994.

4.2 CANCELLATION OF SHARES. On the effective Date, each share of stock of the
Merging Corporation that is then issued and outstanding shall, by virtue of the
merger and without any action on the part of the Merging Corporation or the
Surviving Corporation, be immediately canceled.

4.3 CONTINUATION OF SHARES. Each share of stock of the Surviving Corporation
that is issued and outstanding as of the Effective Date shall continue to be an
issued and outstanding share of the Surviving Corporation, notwithstanding the
merger.


SECTION 5.

CORPORATE INCIDENTS

5.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Articles of Incorporation of the Surviving Corporation following this merger.

5.2 BYLAWS. The Bylaws of the Surviving Corporation, as in effect immediately
prior to the Effective Date, shall be the Bylaws of the Surviving Corporation
following this merger.

5.3 BOARD OF DIRECTORS AND OFFICERS. The new Board of Directors of the
Surviving Corporation shall be: L.T. Fan, Bryon Fox, Robin Sommerville,
Howard Horton, Harold Brock, R.H. Grey, Lucian Vestal and Stephan Inezedy.

SECTION 6.  REPRESENTATION AND WARRANTIES OF MERGING CORPORATION

6.1 ORGANIZATION. The Merging Corporation is a corporation duly organized and
existing in good standing under the laws of the state of Florida nad has the
corporate power to own its properties and to carry on its busines as now
conducted, and is qualified to do business in no other jurisdiction. No
proceeding is pending or threatened involving the Merging Corporation in which
it is alleged that the nature of its business makes qualification necessary IN
ANY ADDITIONAL jurisdiction.

6.2 CAPITALIZATION. The issued and outstanding stock of the Merging Corporation
consists solely of common stock with a par value of .01. All of the issued and
outstanding shares of the Merging Corporation are validly issued and oustanding,
fully paid and nonassessable. There are not exisiting options, warranties,
calls, preemptive rights (except certain statutory rights not affecting the
transactions hereunder), or commitments of any kind relating to the Merging
Corporation's authorized and unissued capital stock.

6.3 SUBSIDIAIRES. The Merging Corporation has no subsidairies.


<PAGE>


6.4 VALID AND BINDING AGREEMENT. The execution and delivery of this agreement
has been approved by the Board of Directors of the Merging Corporation, and this
agreement constitutes a valid and binding obligation of the Merging Corporation
in accordance with its terms. The execution and delivery of this agreement and
the consummation thereof do not and will not violate any provision of any
judicial or governmental decree, order, or judgment or conflict with, or result
in a breach of, or 3 constitute a default under, the Articles of Incorporation
or bylaws of the Merging Corporation, or any material agreements or instrument
to which the Merging Corporation is a party or by which it is bound.

6.5 FINANCIAL STATEMENTS. The Merging Corporation has furnished Surviving
Corporation with the Merging Corporation's balance sheet as of 9/15/94, and its
income statement for the years ended on such dates, together with the report of
an Independent certified public accountants. The Merging Corporation has also
furnished the Merging Corporation's unaudited balance sheet as of 9/11/94
(Latest Balance Sheet) and its Income statement for the months ended on such
date. All such financial statements, (including the notes thereof) are correct
and complete, and the audited financial statements have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly present in financial position of the Merging Corporation on the dates
thereof and the results of its operations for the periods then ended.

6.6 UNDISCLOSED LIABILITIES. THE MERGING Corporation has no liability or
obligation, absolute or contingent, including without limitation, liabilities
for federal, state, local or foreign taxes, that is not reflected on the Latest
Balance Sheet, except for changes in the amounts of the liabilities shown on the
Latest Balance Sheet that have arisen since the data of the Latest Balance Sheet
in the ordinary course of business and that are not materially adverse to the
business, assets, or operation of the Merging Corporation.

6.7 TITLE TO PROPERTIES. The Merging Corporation has good and marketable title
to all of its properties and assets, real and personal (including those
reflected in the Latest Balance Sheet except as since sold or otherwise disposed
of in the ordinary course of business), free and clear of all liens and
encumbrances except, with respect in the real property. The Merging Corporation
has received no notice of violation of any law, regulation, ordinance, or other
requirement relating in its business or operations or its owned or leased real
or personal properties.

6.8 CONDITION OF PERSONAL PROPERTY. Except as disclosed in the Latest Balance
Sheet: (1) the machinery and equipment of the Merging Corporation is in good and
usable condition, reasonable wear and tear excepted; (2) substantially all its
inventories, as valued in the Latest Balance Sheet, are good and seeable, and
not obsolete, and will be sold, used or consumed in the usual and ordinary
course of business of the Merging Corporation as now conducted; and (3) the
accounts receivable of the Merging Corporation as shown on the Latest Balance
Sheet are good and collectible at the aggregate recorded amount after reserved
thereof, subject to no counter claims or setoffs.

6.9 CONDITION OF REAL PROPERTY. The real property of the Merging Corporation,
and to the best of the Merging Corporation's knowledge, the surrounding areas,
are not currently and have not ever been subject to hazardous or toxic
substances or wastes or to their effects, and there are no claims, litigation,
administrative or other proceedings, whether actual or threatened, or judgment
or others, relating to any hazardous or toxic substances or wastes, discharges,
emissions, or other forms of pollution relating in any way to the real property
or improvements of the Merging Corporation.


<PAGE>


6.10 ADEQUANCY OF RIGHTS, PATENTS AND TRADEMARKS. The Merging Corporation owns
or possesses adequate patents, franchises, licenses or other rights to use all
trade names, trademarks, patents, copyrights, trade secrets, formulas, design
rights, and other intangible assets necessary to conduct its business, and its
business as it is expected to be conducted, to purchase and sell the products
now being purchased and sold, and to perform the services now being performed by
it.

6.11 OBLIGATIONS, LITIGATION. The Merging Corporation has performed all material
obligations required to be performed by it to date, and is not in default under
any agreement, lease or other document to which it is a party, or under any law
or order of any court or other governmental agency, which has or may have a
material effect on the busines, operations, or financial conditions of the
Merging Corporation. There are no claims, actions, suits, or proceedings pending
or threatened at law or in equity or before or by any federal, state, or other
governmental agency, which if adversely determined would have no adverse effect
on the business, operations, or financial condition of the Merging Corporation
or would precept or hinder the consummation of the merger. No party with whom
the Merging Corporation has an agreement, lease or other arrangement which is of
material importance to the Merging Corporation in default thereunder.

6.12 COMPLIANCE WITH LAWS. The business of the Merging Corporation has been
conducted consistent with the material provisions of all applicable laws and
regulations of federal, state and local governments (including, without
limitation, any applicable building, zoning, health, safety, or environmental
ordinance or regulation). No improper gifts or illegal payments have been made
or received on behalf of the Merging Corporation by any of its officers,
directors, employees, or agents.

6.13 CONTRACTS. The merging Corporation has disclosed to the Surviving
Corporation all major contracts relating to the Merging Corporation's business
including (1) all contracts with sales representatives which are not terminable
on 30 days notice or less (2) any other contract or commitment, not in the
ordinary course of business, involving a liability by or to the Merging
Corporation to pay in the aggregate more than $ 0 ; and any other contract,
agreement, or arrangement, not in the ordinary course of business, which is or
may be material to the business, operations or financial condition of the
Merging Corporation. The Merging Corporation has not entered into any employment
contract or any other contract, agreement, or commitment which will require the
Merging Corporation to provide goods or services more than 90 days free from the
date hereof, whether IN THE ORDINARY COURSE of business or otherwise.

6.14 LONG TERM DEBT. Except as disclosed in its Financial Statements, the
Merging Corporation has no obligations for the repayment of borrowed money which
has a maturity date of more than one year from the date such OBLIGATION was
incurred.

6.15 TAX MATTERS. The merging Corporation has filed all federal, state, local,
and foreign tax returns required to be filed by it and has paid all federal,
state, local and foreign tax required to be paid. All taxes and governmental
charges levied or assessed against the property or the business of the Merging
Corporation have been paid, other than taxes or charges the payment of which is
not yet due or which, if due, are not yet delinquent or which have not been
finally determined or which are being contested in good faith. The amounts set
up as provisions for taxes on the Latest Balance Sheet are sufficient for the
payment of all unpaid taxes and other governmental charges applicable to the
property or the business of the Merging Corporation for the period ended on the
date of the Latest Balance Sheet and all periods prior thereto.


<PAGE>


6.16 LABOR MATTERS. The Merging Corporation is not a party to any collective
bargaining agreement, and there is no pension or profit-sharing plan for the
Merging Corporation's employees. The Merging Corporation has complied with all
laws and regulations which relate to employee civil rights and equal employment
opportunities and there are no presently pending or threatened labor problems
which do or may in the future adversely affect the business, operations, or
financial condition of the Merging Corporation.

6.17 INSURANCE. During its past three fiscal years, the Merging Corporation has
been adequately insured with reputable insurers with respect to its properties,
assets and business against risks normally insured against by companies in
similar lines of business.

6.18 SUPPLIERS AND CUSTOMERS. The Merging Corporation is not aware that any
major customer or supplier of the Merging Corporation intends to discontinue or
diminish its business relationship with the Merging Corporation on account of
the transactions contemplated hereunder or otherwise.

6.19 COMPLETENESS OF DISCLOSURE. Neither this agreement nor any certificate,
exhibit, schedule, or other instrument furnished or to be furnished by the
Merging Corporation to the Surviving Corporation pursuant to this agreement, or
in connection with the merger, contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact necessary in
order to make the statements contained not misleading. There is no fact which
materially affect the business, operations, or condition (financial or
otherwise) of the Merging Corporation which has not been set forth in this
agreement or in any Exhibit, certificate, or schedule furnished under this
agreement.

SECTION 7.  REPRESENTATIONS AND WARRANTIES OF SURVIVING
            CORPORATION

7.1 ORGANIZATION. The Surviving Corporation is a corporation duly organized and
existing in good standing under the laws of the State of Florida and has the
corporate power to own its properties and to carry on its business as now
conducted.

7.2 CAPITALIZATION. The issued and outstanding stock of the Surviving
Corporation consists solely of approximately 14,000,000 shares of common stock
with a par value of .001. All of the issued and outstanding shares of the
Surviving Corporation are validly issued and outstanding, fully paid and
nonassessable. There are no existing options, warrants, calls, preemptive rights
(except certain statutory rights not affecting the transactions hereunder), or
commitments of any kind relating to the Surviving Corporation's authorize and
unissued capital stock.

7.3 SHARES ISSUED IN MERGER. The shares of stock of the Surviving Corporation to
be issued to the shareholder of the Merging Corporation in the merger shall be
fully paid and nonassessable. However, the issuance of shares by the Surviving
Corporation will not be registered under the Securities Act of 1933 as amended
(act), nor the securities law of any state, and the Certificate for the Shares
shall bear a legend stating that the shares shall not be offered, sold, pledged,
hypothecated, or otherwise transferred or disposed of without registration under
the Act and any applicable state securities law or an opinion of counsel or
other evidence satisfactory to counsel for the Corporation that an exemption
from such registrations is available. The Surviving Corporation is under no
obligation to register the shares or to assist shareholders of the Merging
Corporation in complying with an exemption from registration.


<PAGE>


7.4 VALID AND BINDING AGREEMENT. The execution and delivery of this agreement
has been approved by the Board of Directors of the Surviving Corporation, and
this agreement constitutes a valid and binding obligation to the Surviving
Corporation in accordance with its terms. The execution and delivery of this
agreement and the consummation thereof do not and will not violate any provision
of any judicial or governmental decree, order, or judgment or conflict with, or
result in a breach of, or constitute a default under, the Articles of
Incorporation or bylaws of the Surviving Corporation, or any material agreement
or instrument to which the Surviving Corporation, or any material agreement or
instrument to which the Surviving Corporation is a party or by which it is
bound.

7.5 FINANCIAL STATEMENTS. The Surviving Corporation has furnished the Merging
Corp[oration with the Surviving Corporation's balance sheet as of 9/10/94, and
its income statement for the years ended on such dates, together with the report
of Peter Timmermann, 3700 South Tamiami Trail, Suite 210, Sarasota, Florida
34239, an independent certified public accountant.

7.6 LITIGATION. There are no claims, actions, suits or proceedings pending or
threatened at law or in equity or before or by any federal, state, or other
governmental agency, which if adversely determined would have an adverse affect
on the business, operations, or financial condition of the Surviving Corporation
or would prevent or hinder the consummation of the merger.

7.7 COMPLETENESS OF DISCLOSURE. Neither this agreement nor any certificate,
exhibit, schedule, or other instrument furnished or to be furnished by the
Surviving Corporation to the Merging Corporation pursuant to this agreement, or
in connection with the merger contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary in order
to make the statements contained not misleading. There is no fact which
materially adversely, affects or amy, in the future, materially adversely affect
the business, operations, or condition (financial or otherwise) of the Surviving
Corporation which has not been set forth in this agreement or in any exhibit,
certificate, or schedule furnished under this agreement.

SECTION 8.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations and warranties of the Merging Corporation and the Surviving
Corporation shall be true and complete as of the Closing and shall survive the
closing.

SECTION 9.  CONDITIONS  PRECEDENT TO  OBLIGATIONS OF MERGING
            CORPORATION

The obligation of the Merging Corporation to consummate the merger is at the
option of the Merging corporation, subject to the fulfillment, prior to or at
the closing, of each of the following conditions:

9.1 REPRESENTATIONS AND PERFORMANCE. The representations and warranties made
under this agreement by the Surviving Corporation shall be true and correct in
all material respects at the time of the closing, and the Surviving Corporation
shall have performed and complied with all agreements, covenants, and conditions
required of the Surviving Corporation by the closing under the terms of this
agreement.

9.2 ADVERSE CHANGES. There shall not have been any material adverse changes in
the conditions, financial or otherwise, or business of the Surviving Corporation
since the date of the Latest Balance Sheet of the Surviving Corporation.


<PAGE>


9.3 SHAREHOLDER APPROVAL. This agreement shall have been approved by the holders
of a majority of the issued and outstanding shares of the stock of the Merging
Corporation as required under the Business Corporation Act of the state of
Florida.

9.4 DISSENTERS' RIGHTS. Prior to the approval of this agreement by the
shareholders of the Merging Corporation, the Merging Corporation shall not have
received written notice of intent to assert dissenter's rights and demand
payment of fair value for shares by reason of this merger from the holders of
more than five percent of the issued and outstanding shares of stock of the
Merging Corporation.

SECTION 10. CONDITIONS TO OBLIGATIONS OF SURVIVING
            CORPORATION

The obligation of the Surviving Corporation to consummate the merger is, at the
option of the Surviving Corporation, subject to the fulfillment, prior to or at
the closing, of each of the following conditions:

10.1 REPRESENTATIONS AND PERFORMANCE. The representations and warranties made
under this agreement by the Merging Corporation shall be true and correct in all
material respects at the time of the closing, and the Merging Corporation shall
not have performed and complied with all agreements, covenants, and conditions
required of the Merging Corporation by the closing under the terms of this
agreement.

10.2 ADVERSE CHANGES. There shall not have been any material adverse changes in
the conditions, financial or otherwise, or business of the Merging Corporation
since the date of the Latest Balance Sheet of the Merging Corporation.

10.3 SHAREHOLDER APPROVAL. This agreement shall have been approved by the
holders of a majority of the issued and outstanding shares of the stock of the
Surviving Corporation as required under the Business Corporation Act of the
state of Florida or a Court Order.

10.4 DISSENTERS' RIGHTS. Prior to the approval of this agreement by the
shareholders of the Surviving Corporation, the Surviving Corporation shall not
have received written notice of intent to assert dissenters' rights and demand
payment of fair value for shares by reason of this merger from the holders of
more than five percent of the issued and outstanding shares of stock of the
Surviving Corporation.

10.5 INVESTMENT REPRESENTATIONS. The shareholders of the Merging Corporation
receiving stock of the Surviving Corporation in the merger shall execute and
deliver to Surviving Corporation an investment representation certificate
warranting and representing that the shareholder:

10.5.1 Has sufficient knowledge and experience to evaluate the merits and risks
of his or her investment in the shares of the Surviving Corporation.

10.5.2 Has been provided with, or given reasonable access to, full and fair
disclosure of all information material to his or her investment in the shares of
the Surviving Corporation.

10.5.3 Understands that no market is likely to exist for the shares of the
Surviving Corporation and does not anticipate the need to sell the shares in the
foreseeable future.


<PAGE>


10.5.4 Is acquiring the shares of the Surviving Corporation for the
shareholder's own account for investment purposes only and not with a view to
their distribution.

10.5.5 Understands that the shares will not be registered under the Securities
Act of 1993, as amended (Act) not the securities law of any state, and
accordingly theses securities may not be offered, sold, pledged, hypothecated,
or otherwise transferred or disposed of in the absence of registration or the
availability of an exemption from registration under the Act and any applicable
state securities law. The shareholder further understands that the Surviving
Corporation is under no obligation to register the shares on behalf of the
shareholder or to assist the shareholder in complying with an exemption from
registration.

10.5.6 Understands that the certificate for the shares of the Surviving
Corporation will bear a legend that the shares shall not be offered, sold,
pledged, hypothecated, or otherwise transferred or disposed of without
registration under the Act and any applicable state securities law or an opinion
of counsel or otherwise evidence satisfactory to counsel for the Corporation
that an exemption from such registrations is available.

10.6 CONDITIONS TO OBLIGATIONS OF BOTH CORPORATIONS. The obligations of the
Merging Corporation and the Surviving Corporation to consummate the merger are,
at the option of either party, subject to the condition that, at the time of the
closing, no suit, action, or other proceeding is pending or threatened before
any court or other governmental agency in which it is sought to restrain or
prohibit or to obtain damages or other relief in connection with this agreement
or the consummation of the merger.

SECTION 11. EXPENSES

The Surviving Corporation and the Merging Corporation shall each bear their own
expenses, including legal and accounting fees, incurred in connection with this
transaction. The Merging Corporation agrees to pay registration fees.

SECTION 12. INTENT

It is the intent of the parties that the transaction contemplated by this
agreement shall constitute a merger under the Business Corporation Act of the
state of Florida and qualify as a tax-free corporate reorganization within the
meaning of IRC s/s 368(a)(1)(A).

SECTION 13. MISCELLANEOUS PROVISIONS.

13.1 TIME OF ESSENCE. Time is of the essence of this agreement.

13.2 BINDING EFFECT. The provisions of this agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties.

13.3 NOTICE. Any notice of other communication required or permitted to be given
under this agreement shall be in writing and shall be mailed by certified mail,
return receipt requested, postage prepaid, addressed to the parties as follows:


<PAGE>


            Trident International Trading, Ltd. Inc. (Merging Corp.)
            400 South Australian Avenue, Suite 750
            West Palm Beach, FL 33401

            Probac International Corporation (Surviving Corp.)
            244 Cedar Park Circle
            Sarasota, FL 34242


All notices and other communications shall be deemed to be given at the
expiration of three days after the date of mailing. The address of a party to
which notices or other communications shall be mailed my be changed from time to
time by giving written notice to the other party.

13.4 LITIGATION EXPENSES. In the event of a default under this agreement, the
defaulting party shall reimburse the nondefaulting party or parties for all
costs and expenses reasonable incurred by the nondefaulting part or parties in
connection with the default, including without limitation attorney's fees.
Additionally, in the event a suit or action is failed to enforce this agreement
or with respect to this agreement, the prevailing party or parties shall be
reimbursed by the other party for all costs and expenses incurred in connection
with the suit or action, including without limitation reasonable attorney's fees
at the trail level and on appeal.

13.5 WAIVER. No waiver of any provision of this agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No wavier shall be binding
unless executed in writing by the party making the waiver.

13.6 APPLICABLE LAW. This agreement shall be governed by and shall be construed
in accordance with the state of Florida.

13.7 ENTIRE AGREEMENT. This agreement constitutes the entire agreement between
the parties pertaining to its subject matter, and its supersedes all prior
contemporaneous agreements, representations and understandings of the parties.
No supplement,l modification, or amendment of this Agreement shall be binding
unless executed in writing by all parties.

DATED SEPTEMBER 14, 1994, at OKEECHOBEE, state of Florida.


TRIDENT INTERNATIONAL TRADING, LTD. INC.
(Merging Corporation)


________________________            By: _________________________
Witness                                         Markus Gertsch
                                                President

________________________            By: _____________________________
Witness                                         D. Stephen Inezedy
                                                Chairman of the Board


<PAGE>


PROBAC INTERNATIONAL CORPORATION
(Surviving Corporation)


_______________________             By: _________________________
Witness                                         Lucian L. Vestal
                                                President

_______________________             By:   ________________________
Witness


_______________________             By: _________________________
Witness                                         Wilfred N. Desrosiers
                                                Treasurer



<PAGE>


                    STATEMENT OF CHANGE OF REGISTERED OFFICE


      1.    Name of Corporation:  Trident Environmental Systems Inc.

      2.    Street address of current registered office:
                  1681  South Rogers Circle, Suite 12
                  Boca Raton, Florida 33487

      3.    Street address of new registered office:
                  501 S. Dixie Highway
                  West Palm Beach, Florida 33401

      4.    The street address of the Corporation's new registered office is
            identical to the street address of the business office of its
            registered agent.

      5.    The changes set forth in this Statement were authorized by
            resolution duly adopted by the Corporation's Board of Directors or
            any an officer of the Corporation so authorized by the Board of
            Directors.

                                    Trident Environmental Systems Inc.

                                    By: __________________________
                                          Luis A. Uriarte
                                    Its:  Assistant Secretary

                                    Date:  June 14, 1996


<PAGE>


                              ARTICLES OF AMENDMENT
                          CHANGING CORPORATE NAME FROM
                       TRIDENT ENVIRONMENTAL SYSTEMS INC.
                                       TO
                      PHOENIX INTERNATIONAL INDUSTRIES INC.

                                 ARTICLE I. NAME

     The name of this Florida corporation is Trident Environmental Systems Inc.

                              ARTICLE II. AMENDMENT

     The Articles of Incorporation of the Corporation are amended so that the
name of the Corporation is changed from Trident Environmental Systems Inc. to
Phoenix International Industries, Inc.

                       ARTICLE III. DATE AMENDMENT ADOPTED

     The amendment set forth in these Articles of Amendment was adopted on
September 6, 1996.

                  ARTICLE IV. SHAREHOLDER APPROVAL OF AMENDMENT

     The amendment set forth in these Articles of Amendment was proposed by the
Corporation's Board of Directors and approved by the shareholders by a vote
sufficient for approval of the amendment.


The undersigned representative of the Corporation executed these Articles of
Amendment on September 6, 1996.

                              Trident Environmental Systems Inc.

                              By:  _______________________________
                                    Luis A. Uriarte
                                    Its:  Assistant Secretary


<PAGE>


                              ARTICLES OF AMENDMENT

                                 ARTICLE I. NAME

     The name of this Florida corporation is Phoenix International Industries
Inc. (the "Corporation").

                              ARTICLE II. AMENDMENT

     The Articles of Incorporation of the Corporation are amended so that the
Authorized capital of the Corporation is changed to 20,000,000 shares of common
stock, par value $.001 per share.

                       ARTICLE III. DATE AMENDMENT ADOPTED

     The amendment set forth in these Articles of Amendment was adopted on
October 2, 1996.

                  ARTICLE IV SHAREHOLDER APPROVAL OF AMENDMENT

     The amendment set forth in these Articles of Amendment was proposed by the
Corporation's Board of Directors and approved by the shareholders by a vote
sufficient for approval of the amendment.


An authorized representative of the Corporation executed these Articles of
Amendment on October 2, 1996.

                              Phoenix International Industries Inc.

                              By: ________________________________
                              Name:       Girard Haryman
                              Title:    President