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Articles of Merger (Pursuant to Nrs 92a.200) 1. Name and Jurisdiction of Organization of Each Constituent Entity Atsi Communications, Inc. Delaware Corporation And, Atsi Merger Corporation Nevada Corporation 2. N/a 3. the Undersigned Declares That a Plan of Merger Has Been Adopted by Each Constituent Entity. 4. Owner's Approval: The Plan Was Approved by the Required Consent of the Owners of Atsi Communications, Inc. and Atsi Merger Corporation. 5. Amendments, if Any, to the Articles or Certificate of the Surviving Entity. Provide Article Numbers, if Available: Article 1 of the Articles of Incorporation Is Amended to Read in Its Entirety as Follows: 1. Name of Corporation: Atsi Communications, Inc. 6. Location of Plan of Merger: The Entire Plan of Merger Is on File at the Registered Office of the Surviving Corporation, Limited Liability Company or Business Trust, or at the Records Office Address if a Limited Partnership, or Other Place of Business of the Surviving Entity. 7. Effective Date: May 24, 2004 8. Signatures: Atsi Communications, Inc. Atsi Merger Corporation /S/ Arthur L. Smith /S/ Arthur L. Smith President President 3/24/04 3/24/04 <page>
