Exhibit 4.4


    
      

    

     

    Exhibit
      4.4

     

    ARTICLES
      OF MERGER

     

     

    Skylink
      America Incorporated, a Texas corporation
      ("Skylink") hereby executes the following Articles of Merger, by its duly
      authorized officers:

     

    1.    The
      names of the
      parties to the merger are Skylink America Incorporated, who is the parent
      corporation, and Skylink Video Services, Inc. ("Services") and Skylink Video
      Systems, Inc. ("Systems"), which are subsidiaries of Skylink.  Each of the
      foregoing corporations is organized under the laws of the State of
      Texas.

     

    2.    There
      are presently
      outstanding 1,000 shares of common stock of Services, and 1,000 shares of common
      stock of Systems.  Skylink owns all of the outstanding shares of both
      Services and Systems.

     

    3.    Pursuant
      to Section
      5.16 of the Texas Business Corporation Act, Services and Systems shall be merged
      into Skylink, and Skylink shall be the sole surviving corporation.  No plan
      of merger is required by the Texas Business Corporation Act.

     

    4.    A
      copy of the
      resolutions adopted by the Board of Directors of Skylink approving the merger
      of
      Services and Systems with and into Skylink is attached hereto and incorporated
      herein by reference.  Such resolutions were adopted by the Board of
      Directors of Skylink on March 25, 1991.

     

        IN
      WITNESS WHEREOF, the undersigned corporation has caused these Articles of Merger
      to be executed by its duly authorized officers as of the date first above
      written.

     

    
      
        	 	
                SKYLINK
                  AMERICA INCORPORATED

                 

                 

                 

                By: 
/s/
                  Edward R.
                  McMurphy

                Edward
                  R. McMurphy

                President

              


      

    

     

     

    Attest:

     

    /s/
      Mark D. Slusser

    Mark
      D. Slusser

    Secretary

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    MINUTES
      OF ACTIONS OF BOARD OF DIRECTORS

    SKYLINK
      AMERICA INCORPORATED

     

    MARCH
      25,
      1991

     

     

    As
      permitted by the Texas Business Corporation Act, the undersigned, being all
      of
      the directors of Skylink America Incorporated, a Texas corporation (the
      "Company"), do hereby take the actions set forth below in this document. 
The within actions are taken by Unanimous Written Consent in lieu of a Special
      Meeting of the Board of Directors.  This Unanimous Consent shall be
      effective as of the date first above written.

     

    The
      following resolutions are hereby unanimously
      adopted:

     

    RESOLVED,
      that the directors of the Company hereby
      approve the merger of Skylink Video Services, Inc. and Skylink Video Systems,
      Inc., wholly-owned subsidiaries of the Company, with and into the Company,
      pursuant to which the Company will be the sole surviving corporation as set
      forth in the Plan and Agreement of Merger and Liquidation attached hereto;
      and

     

    FURTHER
      RESOLVED, as the sole stockholder of Services
      and Systems, the Company hereby approves the merger of Services and Systems
      with
      and into the Company; and

     

    FURTHER
      RESOLVED, that the President and Vice President
      and Chief Financial Officer are hereby authorized and directed to take any
      and
      all actions deemed necessary or desirable in order to carry out in full the
      foregoing resolutions, including, without limitation, the preparation of any
      required plan of merger, articles of merger or other agreement, and filing
      of
      same with the Secretary of State of Texas.