ARTICLES OF MERGER FOR GALAXY SPECIALISTS, INC. (A NEVADA CORPORATION) Pursuant to the provisions of Section Section 92A.200 of the Nevada Revised Statutes Galaxy Specialists, Inc., a Nevada corporation (the "Corporation") hereby adopts and files the following Articles of Merger as the surviving corporation to the merger of Hystar Aerospace Marketing Corporation, a Montana corporation ("Hystar"), with and into the Corporation: FIRST: The name and place of incorporation of each corporation which is a party to this merger is as follows: NAME PLACE OF INCORPORATION - ---- ---------------------- Galaxy Specialists, Inc. Nevada (the acquiring corporation) Hystar Aerospace Marketing Corporation of Montana (the acquired corporation) Montana SECOND: Hystar has 17,000,000 shares of common stock issued, outstanding and entitled to vote on the merger. On May 3, 2000 the owners of 15,000,000 a majority of the issued and outstanding stock of Hystar adopted a resolution by written consent in favor of the Plan. THIRD: Stockholder approval of the Plan by the stockholders of the Corporation is not required pursuant to NRS 92A.130 1(b). FOURTH: The complete executed Plan is on file at the registered office or other place of business of the Corporation. FIFTH: A copy of the Plan will be furnished by the Corporation, on request and without cost, to any shareholder of either corporation which is a party to the merger. SEVENTH: The merger is effective upon filing. DATED this 1st of June, 2000. GALAXY SPECIALISTS, INC., a Nevada corporation /s/ Jeanne Ball _________________________________________ Jeanne Ball, President /s/ April Marino _________________________________________ April Marino, Secretary STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) On this 1st day of June, 2000, personally appeared before me Jeanne Ball and April Marino, personally known to me or proved to me on the basis of satisfactory evidence, and who, being by me duly sworn, did say that they are the the President and Secretary, respectively, of Galaxy Specialists, Inc., and that said document was signed by them on behalf of said corporation by authority of its bylaws, and said Jeanne Ball and April Marino acknowledged to me that said corporation executed the same. /S/ John S. Clayton _________________________________ /s/ Brett Clinger Pres. _________________________________ Brett Clinger, President /s/ Joanne Clinger, Sec. _________________________________ Joanne Clinger, Secretary STATE OF UTAH ) : ss. COUNTY OF SALT LAKE ) On the 1st day of June, 2000, personally appeared before me Brett Clinger and Joanne Clinger personally known to me or proved to me on the basis of satisfactory evidence, and who, being by me duly sworn, did say that they are the President and Secretary of Hystar Aerospace Marketing Corporation of Montana and that said document was signed by them on behalf of said corporation by authority of its bylaws, and said Brett Clinger and Joanne Clinger acknowledged to me that said corporation executed the same. /s/ John S. Clayton ___________________________________________ NOTARY PUBLIC