Exhibit 4.2


    
      

    

     

    Exhibit
      4.2

     

    


    


    
      	
              ARTICLES
                OF MERGER 

              OF
                SKYLINK AMERICA INCORPORATED

              AND
                

              SKAI
                INC.

            


    

     

    The
      undersigned, duly authorized officers of their respective corporations, pursuant
      to §
      10-2A-143 of the Alabama Business Corporation Act and §5.04
      of
      the Texas Business Corporation Act, hereby execute the following Articles of
      Merger on behalf of their respective corporations: 

     

    I.   
      Names of Corporations

     

    The
      names
      of the corporations proposing to merge are Skylink America Incorporated, an
      Alabama corporation ("Skylink")
      and SKAI
      Inc., a subsidiary of Skylink and a Texas corporation ("SKAI"). 

     

    II.   
      Agreement of Merger

     

     

    Skylink
      shall be merged into SKAI, and SKAI shall be the surviving corporation, in
      accordance with the provisions of the Agreement and Plan of Merger (the
      "Agreement"), attached hereto as Exhibit "A" and by this reference incorporated
      herein. The "Effective Date" of the Agreement shall be the date on which the
      Secretary of State of Alabama and the Secretary of State of Texas issue a
      Certificate of Merger evidencing the merger of Skylink into SKAI.  As of
      the Effective Date of the Agreement, the name of the surviving corporation
      shall
      be changed to Skylink America Incorporated. 

     

    III.   
      Approval of Agreement

    


    A.    On
      September
      28, 1989, the date on which the shareholders of Skylink approved the Agreement,
      there were 4,048,78l shares of Skylink's common stock issued and outstanding
      and
      entitled to vote on the Agreement. Of those shares, 3,121,737 voted "FOR" and
      2,459 voted "AGAINST" the Agreement. 

     

    B.    On
      September
      28, 1989, the date on which the sole shareholder of SKAI approved the Agreement,
      there were 100 shares of SKAI’s common stock issued and outstanding and entitled
      to vote on the Agreement. Of those shares, 100 voted "FOR" and 0 voted "AGAINST"
      the Agreement. 

     

    IV.    
      Incorporation

     

    The
      Articles of Incorporation of Skylink are filed in Baldwin County, Alabama.
      

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, each of the corporations has caused these Articles of Merger
      to
      be executed in their respective names by their respective duly authorized
      officers on the 28th day of September, 1989.

     

     

    
      	 	
              SKYLINK
                AMERICA INCORPORATED

               

               

              By: /s/
                Edward R. McMurphy  

              Edward
                R. McMurphy

              President
                and Chief

              Executive
                Officer

            


    

     

     

    Attest:

    


    /s/
      R.
      Clark Sledge  

    R.
      Clark
      Sledge

    Secretary

    


    [Corporate
      Seal]

    


    VERIFICATION

    


    STATE
      OF
      TEXAS

    


    COUNTY
      OF
      DALLAS

     

    Before
      me, the undersigned authority in and for said county and state, personally
      appeared Edward R. McMurphy and R. Clark Sledge who being by me first duly
      sworn, did depose and say that they are the President and Secretary,
      respectively, of Skylink America Incorporated and that the foregoing
      statements in this Articles of Merger are true, full and correct. 

    
 

    
      	 	
              /s/
                Edward R. McMurphy   

              Edward
                R. McMurphy, President

            


    

     

    Subscribed
      and sworn to before me on the 28th day of September, 1989.
      

     

    IN
      WITNESS WHEREOF, I hereunto subscribe my name and attach to the seal of my
      office. 

    


     

    
      	 	
              /s/
                Jane S. Wagner    

              Notary
                Public

              


              [SEAL]

            


    

    
 

    (Signatures
      continued on next page)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               

               

               

               

               

                
                

            	
              SKAI
                INC.

               

              By: 
                /s/ Edward R. McMurphy

              Edward
                R. McMurphy

              President
                and Chief 

              Executive
                Officer

            


    

    


     

    Attest:

    


    


    /s/
      R.
      Clark Sledge  

    R.
      Clark
      Sledge

    Secretary

    


    [Corporate
      Seal]

    


    


    VERIFICATION

    STATE
      OF
      TEXAS

     

    COUNTY
      OF
      DALLAS

     

    Before
      me, the undersigned authority in and for said county and state, personally
      appeared Edward R. McMurphy and R. Clark Sledge who being by me first duly
      sworn, did depose and say that they are the President and Secretary,
      respectively, of SKAI Inc. and that the foregoing statements in this
      Articles of Merger are true, full and correct. 

     

    
      
        	 	
                /s/
                  Edward R. McMurphy   

                Edward
                  R. McMurphy, President

              


      



    Subscribed
      and sworn to before me on the 28th day of September, 1989.
      

     

    IN
      WITNESS WHEREOF, I hereunto subscribe my name and attach to the seal of my
      office. 

     

    


    
      	 	
              /s/Jane
                S. Wagner    

              Notary
                Public

              


              [SEAL]

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      "A"

     

    


    AGREEMENT
      AND PLAN
      OF
      MERGER

     

    AGREEMENT
      AND PLAN OF MERGER dated as of August 25, 1989, by and between SKYLINK AMERICA
      INCORPORATED, an Alabama corporation (herein called the "Alabama Company"),
      and
      SKAI INC., a Texas corporation duly (herein called the "Texas Company"), said
      companies being herein sometimes referred to as the "Constituent Companies."
      

     

    W I T N E S S E T H:

     

    WHEREAS,
      the Alabama Company is a corporation duly organized and existing under the
      laws
      of the State of Alabama, having been organized thereunder on April 29, 1983.
      The
      Texas Company is a corporation duly organized and existing under the laws of
      the
      State of Texas, having been incorporated thereunder on August 23, 1989.


     

    WHEREAS,
      the authorized capital of the Alabama Company consists of 10,000,000 shares
      of
      Common Stock, par value $.01 per share, of which 4,211,230 shares are now issued
      and outstanding. The authorized capitalization of the Texas Company consists
      of
      10,000,000 shares of Common Stock, par value $.01 per share, of which 100 shares
      are now issued, outstanding and owned by the Alabama Company. 

     

    WHEREAS,
      the Board of Directors of the Alabama Company and the Board of Directors of
      the
      Texas Company deem it to be for the benefit and advantage of each of the
      companies and their respective stockholders that the companies merge under
      and
      pursuant to the provisions of Section 10-2A-146 of the Alabama Business
      Corporation Act and Section 5.07 of the Texas Business Corporation Act, and
      the
      Board of Directors of each of the Constituent Companies, by resolution duly
      adopted, has approved this Agreement and Plan of Merger (sometimes herein called
      the "Agreement") and a majority of the Directors of each has duly authorized
      the
      execution of the same and each of the Boards of Directors has directed that
      the
      Agreement be submitted to a vote of the respective stockholders of the Alabama
      Company and the Texas Company entitled to vote thereon (namely, all of the
      stockholders of each) at stockholders meetings called separately for the
      purpose, among others, of considering approval of the Agreement. 

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual agreements
      hereinafter set forth, the parties hereto agree that in accordance with the
      provisions of Section 10-2A-146 of the Alabama Business Corporation Act and
      Section 5.07 of the Texas Business Corporation Act, the Alabama Company shall
      be
      merged with and into the Texas Company, and that the terms and conditions of
      such merger and the mode of carrying it into effect are, and shall be, as herein
      set forth. 

     

    


    
      
        
        

      

      
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    ARTICLE
      I

    


    Except
      as
      herein specifically set forth, the corporate existence of the Texas Company,
      with all its purposes, powers and objects, shall continue in effect and
      unimpaired by the merger, and the corporate identity and existence, with all
      the
      purposes, powers, and objects of the Alabama Company, shall be merged into
      the
      Texas Company and the Texas Company, as the company surviving the merger, shall
      be fully vested therewith. The separate existence and corporate organization
      of
      the Alabama Company shall cease as soon as the merger shall become effective
      as
      herein provided, and thereupon the Alabama Company and the Texas Company shall
      be a single company, to wit, the Texas Company (hereinafter sometimes referred
      to as the "Surviving Company"). This Agreement shall continue in effect and
      the
      merger shall become effective only if the Agreement is adopted by the
      stockholders of the Constituent Companies as provided in Article X hereof.
      Upon such adoption, that fact shall be certified upon the Agreement by the
      Secretary or Assistant Secretary of each of the Constituent Companies, under
      the
      seal thereon. Thereupon, under Section 5.04 of the Texas Business Corporation
      Act, Articles of Merger shall be filed in the office of the Secretary of State
      of Texas, and under Section 10-2A-143 of the Alabama Business Corporation Act,
      Articles of Merger shall be filed with the Secretary of State of Alabama. The
      merger shall become effective on the date on which a Certificate of Merger
      is
      issued by the Secretary of State of Texas and the Secretary of State of
Alabama.
      

    


    ARTICLE
      II

    


    Upon
      the
      effective date of the merger, the Articles of Incorporation of the Texas Company
      shall be the Articles of Incorporation of the Surviving Company; except that
      upon effectiveness of the merger, the name of the Surviving Company shall be
      changed to "Skylink America Incorporated." Such Articles of Incorporation are
      made a part of this Agreement with the same force and effect as if set forth
      in
      full.

    


    ARTICLE
      III

    


    Upon
      the
      effective date of the merger, the Bylaws of the Texas Company shall be the
      Bylaws of the Surviving Company until the same shall thereafter be altered,
      amended, or repealed in accordance with the law, the Articles of Incorporation,
      and such Bylaws. 

    


    ARTICLE
      IV

    


    On
      the
      effective date of the merger, the Surviving Company shall continue in existence
      and, without further transfer, succeed to and possess all of the rights,
      privileges, and purposes of each of the Constituent Companies; and all of the
      property, real and personal, including subscriptions to shares, causes
      of
      action and every other asset of each of the Constituent Companies, shall vest
      in
      the Surviving Company without further act or deed; and the Surviving Company
      shall be liable for all of the liabilities, obligations and penalties of each
      of
      the Constituent Companies. No liability or obligation due or to become due,
      claim or demand for any cause existing against either Constituent Company,
      or
      any stockholder, officer, director or employee thereof, shall be released or
      impaired by such merger. No action or proceeding, whether civil or criminal,
      then pending by or against either Constituent Company or any stockholder,
      officer, director or employee thereof shall abate or be discontinued by such
      merger, but may be enforced, prosecuted, defended, settled or compromised as
      if
      such merger had not occurred and the Surviving Company may be substituted in
      any
      action or proceeding in place of either Constituent Company. 

    


    
      
        
        

      

      
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    If
      at any
      time the Surviving Company shall consider or be advised that any further
      assignments, conveyances or assurances in law are necessary or desirable to
      vest, perfect or confirm of record in the Surviving Company the title to any
      property or rights of the Constituent Companies, or otherwise to carry out
      the
      provisions hereof, the proper officers and directors of the Constituent
      Companies, as of the effective date of the merger, shall execute and deliver
      any
      and all proper deeds, assignments and assurances in law, and do all things
      necessary or proper to vest, perfect or confirm title to such property or rights
      in the Surviving Company, and otherwise to carry out the provisions hereof.
      

    


    ARTICLE
      V

    


    The
      number
      of shares of stock which the Surviving Company shall have authority to issue
      shall be 10,000,000 shares of Common Stock, par value $.01 per share, and
      1,000,000 shares of Preferred Stock, par value $.01 per share. 

    


    ARTICLE
      VI

    


    Upon
      the
      effective date of the merger, each issued and outstanding share of Common Stock
      of the Alabama Company, $.01 par value, shall be and become converted into
      one
      fully paid and nonassessable share of Common Stock, $.01 par value, of the
      Surviving Company. Outstanding certificates representing shares of Common Stock
      of the Alabama Company shall thenceforth represent the same number of shares
      of
      Common Stock of the Surviving Company, and the holder thereof shall be entitled
      to precisely the same rights he would enjoy if he held certificates issued
      by
      the Surviving Company. Upon the surrender of any such certificate to the
      Surviving Company at the office of its transfer agent, the transferee or other
      holder of the certificates surrendered shall receive in exchange therefor a
      certificate or certificates of the Surviving Company. Upon the effective date
      of
      the merger, each outstanding option or right to purchase or otherwise acquire
      shares of Common Stock of the 

     

    
      
        
          
          

        

        
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Alabama
      Company shall be converted, forthwith upon the merger becoming effective, into
      and become an option or right to purchase or otherwise acquire the same number
      of shares of Common Stock of the Surviving Company on the same terms and
      conditions, and, in connection therewith, the same number of shares of Common
      Stock of the Surviving Company shall be reserved for issuance by the Surviving
      Company as were reserved by the Alabama Company immediately prior to the merger.
      

    
 

    ARTICLE
      VII

    


    Upon
      the
      consummation of the merger, the shares of Common Stock, par value $.01 per
      share, of the Texas Company which shall be outstanding immediately prior to
      the
      effective date of the merger, shall be cancelled and retired. 

    


    ARTICLE
      VIII

    


    The
      officers and directors of the Alabama Company immediately prior to the effective
      date of the merger shall serve as the officers and directors of the Surviving
      Company, until their successors shall have been elected and shall qualify or
      as
      otherwise provided in the Bylaws of the Surviving Company.

     

    If,
      on or
      after the effective date of the merger, a vacancy shall exist in the Board
      of
      Directors of the Surviving Company, or in any of the offices specified above,
      such vacancy may be filled in the manner provided in the Bylaws of the Surviving
      Company. 

    


    ARTICLE
      IX

    


    All
      corporate acts, plans, policies, approvals and authorizations of the Alabama
      Company, its stockholders, Board of Directors, committees elected or appointed
      by the Board of Directors, officers and agents, which were valid and effective
      immediately prior to the effective date of the merger, shall be taken for all
      purposes as the acts, plans, policies, approvals and authorizations of the
      Surviving Company and shall be as effective and binding thereon as they were
      on
      the Alabama Company. Without limiting the foregoing, all stock option, stock
      purchase and profit sharing plans of the Alabama Company, all as amended and
      in
      effect immediately prior to the merger becoming effective, and any and all
      outstanding options and rights thereunder, shall be continued by the Surviving
      Company, which shall be substituted for the Alabama Company. Such merger shall
      not, in itself, effect any other change in such plans, options or rights. The
      employees of the Alabama Company shall become the employees of the Surviving
      Company and continue to be entitled to the same rights and benefits they enjoyed
      as employees of the Alabama Company. It is intended that the transaction
      described herein qualifies as a reorganization within the definition of Clause
      (F) of
      Section 368(a)(1) of
      the
      Internal Revenue Code of 1986, as amended. 

    


    
 

    
      
        
        

      

      
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      ARTICLE
        X


    


    This
      Agreement shall be submitted to the stockholders of each of the Constituent
      Companies as provided by the applicable laws of the States of Alabama and Texas.
      There shall be required for the adoption of this Agreement by (1) the Alabama
      Company, the affirmative vote of the holders of at least two-thirds of the
      capital stock outstanding; and by (2) the Texas Company, the affirmative vote
      of
      the holders of at least a majority of the capital stock outstanding.


    


    ARTICLE
      XI

    


    The
      Surviving Company hereby agrees that it may be served with process in the State
      of Alabama in any proceeding for enforcement of any obligation of the Alabama
      Company as well as for enforcement of any obligation resulting from the merger,
      including any proceeding for the enforcement of the rights of a dissenting
      stockholder of the Alabama Company against the Surviving Company, and hereby
      irrevocably appoints the Secretary of State of the State of Alabama as its
      agent
      to accept service of process in any such suit or other proceeding. The address
      to which a copy of such process shall be mailed by the Secretary of State of
      the
      State of Alabama is Skylink America Incorporated, 2415 West Northwest Highway,
      Suite 103, Dallas, Texas 75220, Attention: Edward R. McMurphy,
      President.

    


    ARTICLE
      XII

    


    The
      Texas
      Company shall promptly pay to the dissenting stockholders of the Alabama Company
      the amount, if any,
      to
      which they shall be entitled under the provisions of the Alabama Business
      Corporation Act with respect to the rights of dissenting stockholders, provided
      the Agreement is approved by the stockholders of the Constituent Companies
      and
      further provided the Agreement and merger are not terminated and abandoned
      prior
      to the merger becoming effective. 

    


    ARTICLE
      XIII

    


    This
      Agreement and the merger may be terminated and abandoned by resolution of the
      Board of Directors of the Alabama Company prior to the merger becoming effective
      and whether
      before
      or after approval by the shareholders of the Alabama Company. In the event
      of
      the termination and the abandonment of this Agreement and the merger pursuant
      to
      the foregoing provision of this ARTICLE XIII, this Agreement shall become void
      and of no further effect without any liability on the part of either of the
      Constituent Companies or its stockholders or the directors or officers in
      respect thereto. 

    


    
      
        
        

      

      
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    ARTICLE
      XIV

    This
      Agreement
      and Plan
      of Merger may be executed in counterparts, each of which when so executed shall
      be deemed to be an original, and such counterparts shall together constitute
      but
      one and the same instrument. 

    


    IN
      WITNESS WHEREOF, each party to this Agreement and Plan of Merger, pursuant
      to
      authority duly given by its respective Board of Directors, has caused these
      presents to be executed on its behalf by its President and Chief Executive
      Officer, and its corporate seal to be hereunto affixed and attested to by its
      Secretary as of the day and year first hereinabove written. 

    


    


    
      	
              ATTEST:

            	
              SKYLINK
                AMERICA INCORPORATED,

              an
                Alabama Corporation

            
	 	 
	
              /s/
                R. Clark Sledge 

            	 
	
              R.
                Clark Sledge

            	 
	
              Secretary

            	
              By: /s/
                Edward R. McMurphy

            
	 	
              Edward
                R. McMurphy

            
	 	
              President
                and Chief

            
	 	
              Executive
                Officer

            
	 	 
	 	
              "Alabama
                Company"

            
	 	 
	 	 
	 	 
	
              ATTEST:

            	
              SKAI
                INC.,

              a
                Texas Corporation

            
	 	 
	
              /s/
                R. Clark Sledge

            	 
	
              R.
                Clark Sledge

            	 
	
              Secretary

            	
              By: /s/
                Edward R. McMurphy

            
	 	
              Edward
                R. McMurphy

            
	 	
              President
                and Chief

            
	 	
              Executive
                Officer

            
	 	 
	 	
              "Texas
                Company"

            


    

    
 

     

    A-6