



                               ARTICLES OF MERGER
                                       OF
                              WILLIAMS & SUN, INC.
                     (hereinafter the "Merging Corporation")
                                      INTO
                             INTELLICOAT CORPORATION
                    (hereinafter the "Surviving Corporation")


In accordance with the requirements of the Indiana Business Corporation Law (the
"Act"), the undersigned  corporations desiring to effect a merger, set forth the
following facts:


                                    ARTICLE I
                              SURVIVING CORPORATION

SECTION  1: The name of the  corporation  surviving  the  merger is  INTELLICOAT
CORPORATION.

SECTION 2: The surviving corporation is a Delaware corporation existing pursuant
to the Delaware General Corporation Law incorporated on March 21, 1995.


                                   ARTICLE II
                               MERGING CORPORATION

SECTION 1: The name of the merging corporation is WILLIAMS & SUN, INC., and such
corporation shall cease to exist as a result of the merger.

SECTION 2: The merging  corporation is a domestic  corporation  formed under the
provisions of the Act incorporated on September 8, 1986.


                                   ARTICLE III
                                 PLAN OF MERGER

The Agreement of Merger, containing such information as required by Indiana Code
ss.  23-1-40-1(b),  is set forth in "Exhibit A," attached hereto and made a part
hereof.



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                                   ARTICLE IV
                           MANNER OF ADOPTION AND VOTE

SECTION 1: Manner of  Adoption by Merging  Corporation.  The  unanimous  Written
Consent  of the Board of  Directors  authorizing  the  merger  was  executed  on
September  29,  1997,  and the  unanimous  Written  Consent of the  Shareholders
approving the merger was executed on September 29,1997.

SECTION 2: Manner of Adoption by Surviving  Corporation.  The unanimous  vote of
the Board of  Directors  authorizing  the merger was taken at a meeting  held by
telephonic  conference on August 5, 1997.  Shareholder approval was not required
to  approve  the  merger  pursuant  to  Section  252  of  the  Delaware  General
Corporation Law.


                                    ARTICLE V
                                 EFFECTIVE DATE

The effective date of this merger shall be the date these Articles of Merger are
filed.


         The undersigned, being the President of Surviving Corporation, executes
these Articles of Merger this 30th day of September, 1997.


                                           INTELLICOAT CORPORATION,
                                              a Delaware corporation



                                           By: /s/ Thomas Crowley
                                               ------------------------------
                                                   Thomas Crowley, President



