Articles of Merger among Oak Brook Capital III, Inc., Forte Holdings, Ltd., and Jovus, Ltd.

Summary

Oak Brook Capital III, Inc., Forte Holdings, Ltd., and Jovus, Ltd. have agreed to merge under the Colorado Business Corporation Act. Forte Holdings, a wholly-owned subsidiary of Oak Brook, will be merged into Jovus, which will be the surviving corporation. The merger plan was approved by the boards and shareholders of the involved companies on September 19, 2000. The registered office and agent for Oak Brook will remain unchanged. This document formalizes the merger and confirms all necessary approvals were obtained.

EX-2.11(A) 5 0005.txt OAK BROOK/ALPHA ARTICLES OF SHARE EXCHANGE OAK BROOK CAPITAL III, INC. FORTE HOLDINGS, LTD. and JOVUS, LTD ARTICLES OF MERGER Pursuant to the provisions of the Colorado Business Corporation Act (CRS 7-111-107, et seq., as amended) the undersigned corporations adopt the following Articles of MERGER: FIRST: Attached hereto as Exhibit A is the Plan of Merger of OAK BROOK CAPITAL III, INC., a Colorado corporation ("Oak Brook"), Forte Holdings, Ltd., a St. Vincent and the Grenadines corporation, and wholly-owned subsidiary of Oak Brook (the "Disappearing Corporation"), and JOVUS, LTD., a St. Vincent and the Grenadines corporation (the "Surviving Corporation"), a copy of which has been mailed to all respective shareholders. SECOND: The Plan of Merger was duly adopted by the Boards of Directors, or other governing body, of the respective corporations on September 19, 2000, and approved by the Board of Directors and Shareholders of OAK BROOK on September 19, 2000, by the Board of Directors of Forte on September 19, 2000 and by the Board of Directors of Jovus on September 19, 2000, in the manner prescribed by the laws of St. Vincent and the Grenadines. The number of shares voted for the Plan of Merger was, with respect to each corporation, sufficient for approval as set forth below. (A) The number of shares of OAK BROOK outstanding at the time of such adoption was 1,678,000, and the number of Shares entitled to vote thereon was: 1,678,000. The designation and number of outstanding shares of each class entitled to vote thereon as a class were: NONE. (B) The number of shares voted for such Plan of Merger by OAK BROOK was _________________, and the number of shares voted against such Plan of Merger was: NONE. The address of the registered office of the Oak Brook shall continue to be 17 West Cheyenne Mountain Boulevard, Colorado Springs, CO 80906, and the name of the registered agent at such address is Mark T. Thatcher, Esq. Either the registered office or the registered agent may be changed in the manner provided by law. /s/ Mark T. Thatcher MARK T. THATHCER ______________________________ REGISTERED AGENT IN WITNESS WHEREOF, the following persons have duly executed and verify these Articles of Merger this 19TH day of September, 2000. OAK BROOK CAPITAL III, INC., a Colorado corporation Attest: _____________________ By: /s/ Mark T. Thatcher -------------------- MARK T. THATCHER, Its President FORTE HOLDINGS, LTD., a St. Vincent and the Grenadines corporation By: /s/ Corporate Council Limited ----------------------------- CORPORATE COUNCIL LIMITED Its Director JOVUS, LTD. a St. Vincent and the Grenadines corporation By: /s/ Deborah Kern ----------------------------- DEBORAH KERN Its President Dated: September 19, 2000