EXHIBIT 10.2

                     CERTIFICATE OF OWNERSHIP AND MERGER OF
                            INDUSTRIAL MINERALS, INC.
                             (a Nevada corporation)
                                      into
                                PNW CAPITAL, INC.
                            (a Delaware corporation)

It is hereby certified that:

     1. PNW  Capital,  Inc.  (hereinafter  sometimes  referred  to as the "Corp-
oration")  is a  business  corporation  of the  State  of  Delaware.  Industrial
Minerals, Inc. is a business corporation of the State of Nevada.
     2. The  Corporation  is the owner of 91% the  outstanding  shares of common
stock of Industrial Minerals, Inc., which is a business corporation of the state
of Nevada.
     3. An  Agreement  of  Merger  has been  approved,  adopted,  certified  and
executed and acknowledged by each of the constituent  corporations in accordance
with section 253 of Delaware General Corporation Law.
     4. The laws of the  jurisdiction of  organization  of Industrial  Minerals,
Inc. (Nevada) permit the merger of a business corporation that jurisdiction with
a business corporation of another jurisdiction.
     5. The  Corporation  hereby  merges  Industrial  Minerals,  Inc.  (a Nevada
Corporation) into the Corporation,  pursuant to an Agreement of Merger which has
been approved,  adopted,  certified,  executed,  and acknowledged by each of the
constituent  corporations  in  accordance  with Section 253 of Delaware  General
Corporation Law and the laws of Nevada.
     6. The  certificate  of  incorporation  of the  surviving  corporation  PNW
Capital, Inc. shall be its certificate of incorporation;
     7. The name of the  surviving  corporation  shall be changed to  Industrial
Minerals, Inc.
     8. The following is a copy of the resolutions  adopted on April 25, 2002 by
the Board of Directors of the corporation to merge the said Industrial Minerals,
Inc.

     RESOLVED:  That Industrial Minerals,  Inc. be merged into this Corporation,
and that all the estate, property, rights, privileges, powers, and franchises of
Industrial Minerals,  Inc. be vested in and held and enjoyed by this Corporation
as fully and entirely and without  change or  diminution as the same were before
held and enjoyed by Industrial Minerals, Inc. in its name.
     RESOLVED:  That this  Corporation  assume all the obligations of Industrial
Minerals, Inc.
     RESOLVED: That this Corporation shall cause to be executed and filed and/or
recorded the documents  prescribed by the laws of the State of Delaware,  by the
laws  of the  State  of  Nevada,  and  by the  laws  of  any  other  appropriate
jurisdiction  and will  cause to be  performed  all  necessary  acts  within the
jurisdiction  of  organization  of  Industrial   Minerals,   Inc.  and  of  this
Corporation and in any other appropriate jurisdiction, to accomplish the merger.
     RESOLVED:  That each shareholder of Industrial Minerals, Inc. shall receive
one share of PNW Capital, Inc. for each share of Industrial Minerals,

<PAGE>

Inc. upon surrender of each share of Industrial Minerals, Inc. not owned by
corporation.

     9.  The  executed  Agreement  of  Merger  is on  file at an  office  of the
surviving  corporation,  at, One Dundas St. West, Suite 2500, Toronto,  Ontario,
Canada, M5G123.
     10. A copy of the  Agreement of Merger will be  furnished by the  surviving
corporation,  on request and without cost, to any  stockholder of an constituent
corporation;
     11. The  corporation  surviving  the Merger is to be a  Corporation  of the
State of Delaware,  the authorized capital stock of the constituent  corporation
Industrial Minerals,  Inc. which is a Nevada corporation is 50,000,000 shares of
common stock.



INDUSTRIAL MINERALS, INC.                   PNW CAPITAL, INC.



By: /s/ Edward Verby                        By: /s/ Edward Verby
    ----------------------------                -------------------------------
         President                                   President


Providence of Ontario
Country of Canada

     The foregoing  Certificate of Ownership and Merger was acknowledged  before
me this 28th day of April 1, 2002, by Edward Verby as, President of PNW Capital,
Inc.  and as  President  of  Industrial  Minerals,  Inc.  who affirmed the facts
contained therein under penalties of perjury.


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