ARTICLES OF MERGER
                                       OF
                             QUEEN CITY MOBILE HOMES
                          (A South Dakota corporation)
                                       and
                                   HINDS, INC.
                             (A Wyoming corporation)


     The Undersigned,  being President of Queen City Mobile Homes, Inc., a South
Dakota  corporation,  and the  President of Hinds,  Inc., a Wyoming  corporation
(collectively "the constituent entities"), hereby certify as follows:

1.   Pursuant to Wyoming and South  Dakota  Statutes,  a Plan of Merger has been
     approved by the Board of  Directors  of Queen City Mobile  Homes,  Inc.,  a
     South Dakota corporation, and Hinds, Inc., a Wyoming corporation.

2.   The approval of shareholders of the Constituent Entities of Hinds, Inc. and
     Queen City  Mobiles  Homes,  Inc. is not  required  under  Wyoming  Statute
     17-16-1104,  or South Dakota  Statute  47-6-7.1  because  Queen City Mobile
     Homes, Inc. owns 90% of the issued and outstanding stock of Hinds, Inc.

3.   Pursuant to Wyoming Statutes, Queen City Mobile Homes, Inc., a South Dakota
     corporation,  the  parent  corporation,  and owner of 90% of the issued and
     outstanding shares of Hinds, Inc., a Wyoming  corporation,  its subsidiary,
     has adopted a Resolution to merge the  subsidiary,  Hinds,  Inc.,  into the
     Parent, Queen City Mobile Homes, Inc.

4.   A copy of the Plan of Merger was mailed to each shareholders of Hinds, Inc.
     by U.S.  Mail,  postage  prepaid,  on  February  3,  2004,  pursuant  to WS
     17-16-1104(d).

5.   No Notice is necessary to be mailed to  shareholders  of Queen City because
     it is the surviving  corporation,  and there are no changes to the Articles
     of Incorporation,  nor were there any changes in the number of shares owned
     or the rights and  privileges of  shareholders  of Queen City Mobile Homes,
     Inc.

6.   The  complete  and  executed  Plan of Merger  is on file at the  Registered
     Offices of the corporation at 214 S. Center,  Casper,  Wyoming 82601 and is
     attached hereto as Exhibit A.

7.   The name of Queen City Mobile  Homes,  Inc. the South  Dakota  corporation,
     shall not be changed.

8.   Filing with the  Secretary  of State of Wyoming,  these  Articles  shall be
     effective.




<PAGE>




QUEEN CITY MOBILE HOMES, INC.                 HINDS, INC.
a South Dakota corporation                    a Wyoming corporation



By:/s/Harlan A. Schmidt                      By: /s/Philip G. Hinds
------------------------------                     ---------------------------
Harlan A. Schmidt                            Philip G. Hinds
President/Secretary                          President/Secretary
(Printed Name)                               (Printed Name)

State of South Dakota )
                      ) ss.
County of Lawrence    )

         On this 9th day of December, 2003, before me, a Notary Public,
personally appeared Harlan A. Schmidt, President of Queen City Mobile Homes,
Inc., and executed on this date the foregoing instrument for the purposes
therein contained, by signing on behalf of the above named corporation as a duly
authorized officer.

         IN WITTNESS WHEREOF, I have hereunto set my hand and official seal.

                                            ------------------------
                                            Notary Public
                  Residing at ________________________________

SEAL                                        My Commission Expires:


State of Colorado )
                           ) ss.
County of Jefferson        )

         On this 10th day of December, 2003, before me, a Notary Public,
personally appeared Philip G. Hinds, President of Hinds, Inc., and executed on
this date the foregoing instrument for the purposes therein contained, by
signing on behalf of the above named corporation as a duly authorized officer.

         IN WITTNESS WHEREOF, I have hereunto set my hand and official seal.

                                            ------------------------
                                            Notary Public
                  Residing at ________________________________

SEAL                                        My Commission Expires: