EXHIBIT 2.03
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                               ARTICLES OF MERGER
                                       OF
                 USWEBAUCTIONS, INC., A FLORIDA CORPORATION,
                                      INTO
                AUGUST PROJECT 1 CORP., A FLORIDA CORPORATION

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      Pursuant to the  provisions  of Section  607.1104 of the Florida  Business
Corporation  Act (the "ACT"),  the parties  hereto  hereby  adopt the  following
Articles of Merger for the purpose of merging them into one corporation:

      1. USWEBAUCTIONS, INC., a Florida corporation (the "MERGING CORPORATION"),
shall be merged with and into AUGUST PROJECT 1 CORP., a Florida corporation (the
"SURVIVING   CORPORATION"),   which  shall  be  the  surviving   corporation  in
the merger.

      2. The merger shall become  effective on the date on which these  Articles
of Merger are filed with the Florida Department of State (the "EFFECTIVE Date").

      3. The Articles of Incorporation of the Surviving Corporation as in effect
immediately  prior to the  Effective  Date shall  remain and be the  Articles of
Incorporation  of  the  Surviving  Corporation,  except  that  the  name  of the
Surviving Corporation after the merger shall be USWEBAUCTIONS, INC.

      4. The Plan of Merger,  a copy of which is attached hereto and made a part
hereof,  was adopted and approved by the directors and sole  shareholder  of the
Merging  Corporation  effective  as of April 20, 2000 and by the entire board of
directors  and a  majority  of the  shareholders  of the  Surviving  Corporation
effective as of April 20, 2000.

      IN WITNESS WHEREOF, the Surviving  Corporation and the Merging Corporation
have caused these Articles of Merger to be executed by their respective officers
effective as of April 21, 2000.

AUGUST PROJECT 1 CORP.                   USWEBAUCTIONS, INC.

By:                                      By:
   ---------------------------               -------------------------
      Name: Earl T. Ingarfield                 Name: Jon Kochevar
      Its:  President                          Its:  President




<PAGE>


                                 PLAN OF MERGER
                                 --------------

      THIS PLAN OF MERGER (the  "PLAN") is made and entered into as of April 21,
2000 by and between  USWEBAUCTIONS,  INC., a Florida  corporation  (the "MERGING
CORPORATION"), and AUGUST PROJECT 1 CORP., a Florida corporation (the "SURVIVING
CORPORATION").  The  Merging  Corporation  and  the  Surviving  Corporation  are
hereinafter   sometimes   referred   to   collectively   as   the   "CONSTITUENT
CORPORATIONS."

                              W I T N E S S E T H:

      WHEREAS,  the directors of the  Constituent  Corporations  have determined
that it would be in the best interest of such  corporations and their respective
shareholders  for the Merging  Corporation  to merge with and into the Surviving
Corporation in accordance with Florida Business Corporation Act; and

      WHEREAS,  the Merging  Corporation  is a  wholly-owned  subsidiary  of the
Surviving Corporation.

      NOW,  THEREFORE,   in  consideration  of  the  premises,  and  the  mutual
covenants,  agreements,  provisions and grants herein contained, the Constituent
Corporations hereby agree and prescribe the terms and conditions of this Plan of
Merger and the mode of carrying the same into effect, as follows:

      1. MERGER. Subject to and on the terms and conditions set forth herein, on
the  Effective  Date (as defined in Section 2 below),  the  Merging  Corporation
shall be merged (the "MERGER") with and into the Surviving Corporation, with the
Surviving Corporation remaining the surviving corporation.

      2. EFFECTIVE DATE. The Merger shall become effective upon the filing of
the Articles of Merger with the Florida Department of State (the
"EFFECTIVE --------- DATE"). ----

      3. EFFECT OF MERGER.  Upon the Effective Date: (a) the Merging Corporation
and the Surviving Corporation shall become a single corporation and the separate
corporate  existence of the Merging  Corporation  shall cease; (b) the Surviving
Corporation shall succeed to and posses all the rights, privileges,  powers, and
immunities of the Merging  Corporation  which,  together with all of the assets,
properties,   business,  patents,   trademarks,  and  goodwill  of  the  Merging
Corporation,  of every type and description wherever located,  shall vest in the
Surviving  Corporation  without further act or deed; (c) all rights of creditors
and all liens upon any  property of the  Constituent  Corporations  shall remain
unimpaired;  and  (d)  the  name  of  the  Surviving  Corporation  shall  become
USWEBAUCTIONS, INC., without further act or deed.

      4. ARTICLES OF INCORPORATION,  BYLAWS, OFFICERS AND DIRECTORS OF SURVIVING
CORPORATION.  Upon the Effective Date: (a) the Articles of  Incorporation of the
Surviving Corporation shall remain and continue as the Articles of Incorporation
of the Surviving Corporation,  except that the name of the Surviving Corporation


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after the Merger shall be  USWEBAUCTIONS,  INC.; (b) the Bylaws of the Surviving
Corporation shall remain and continue as the Bylaws of the Surviving Corporation
until amended in the manner  provided by law; and (c) the officers and directors
of the  Surviving  Corporation  shall  remain and  continue as the  officers and
directors of the Surviving  Corporation  until their successors are duly elected
and qualified.

      5. CANCELLATION OF SHARES. Upon the Effective Date, all of the then-issued
and  outstanding  shares of capital  stock of the Merging  Corporation  shall be
automatically canceled, without any action on the part of the holder thereof.

      6. ARTICLES OF MERGER. Promptly upon adopting this Plan, the parties shall
promptly  execute the Articles of Merger  attached hereto and file the same with
the Florida Department of State.

      7.  GOVERNING  LAW. This Plan of Merger shall be governed and construed in
accordance with the laws of the State of Florida.

      8. COUNTERPARTS. This Plan of Merger may be executed in counterparts, each
of which when so executed shall constitute an original copy hereof,  but both of
which together shall be considered but one and the same document.

      IN WITNESS  WHEREOF,  the parties have executed this Plan of Merger on the
date first above written.

                                         AUGUST PROJECT 1 CORP.

                                         By:____________________________
                                         Name:   Earl T. Ingarfield
                                         Title:  President

                                         USWEBAUCTIONS, INC.

                                         By:____________________________
                                         Name:   John Kochevar
                                         Title:  President



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