Exhibit 10.4 Articles of Merger
ARTICLES OF MERGER
THESE ARTICLES OF MERGER, dated as of August 19, 2002, are entered into by
and between Zzyzx Zzazx Zzozx, Inc., a Wyoming corporation ("ZZZ") and National
Beauty Corp., a Nevada corporation ("National Beauty"), to effectuate the merger
of ZZZ with and into National Beauty (the "Merger"). ZZZ and National Beauty
are hereinafter collectively referred to as the "Constituent Corporations."
National Beauty is sometimes hereinafter referred to as the "Surviving
Corporation." These Articles of Merger set forth the Plan of Merger required by
Section 92A.200 of the Nevada General Corporation Law (the "Law") and Section
17-16-1105 of the Wyoming Business Corporation Act (the "Act").
RECITALS
A. One shareholder owns all of the outstanding 1,000 shares of common
stock of ZZZ, which is the only class outstanding entitled to vote (the "ZZZ
Common Stock").
B. National Beauty and ZZZ have agreed that National Beauty and ZZZ
shall merge with National Beauty to be the Surviving Corporation. The Merger has
been approved by the Boards of Directors of the Constituent Corporations on
August 19, 2002.
C. In respect of ZZZ, as the sole shareholder of ZZZ, has approved the
Merger by written consent action dated August 19, 2002, and has waived mailing
of the Plan of Merger to it.
D. In respect of National Beauty, the Merger does not require the
approval of its shareholders pursuant to Section 92A.180 of the Law.
E. The number of votes cast by the shareholder of ZZZ was sufficient for the
approval of the Merger.
F. National Beauty and ZZZ have executed and delivered an Agreement and
Plan of Merger annexed hereto and made a part hereof, which sets forth the Plan
of Merger.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger
to be executed on behalf of the Constituent Corporations as of the day and year
first above written.
ZZYZ ZZAZX ZZOZX, INC. NATIONAL BEAUTY CORPORATION
By: /s/ Jehu Hand By: /s/ Xxxxxx X. Xxxx
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Jehu Hand Xxxxxx X. Xxxx
President and Secretary President
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Secretary
