EXHIBIT 2




                                                          STATE OF DELAWARE
                          CERTIFICATE OF MERGER           SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                    of                 FILED 10:51 AM 03/10/1994
                                                          944037960 - 2377973

                              AU 'N AG, INC.
                        (A Delaware Corporation)

                                      into

                                 AU 'N AG, INC.
                            (A Delaware Corporation)


    The undersigned officers, president and secretary of AU 'N AG, INC., a Utah
corporation, and AU 'N AG, INC., a Delaware Corporation hereby certify that the
Plan and Agreement of Merger between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252 of
the General Corporation Law of Delaware by the shareholders of AU 'N AG, INC.,
a Utah corporation, at a special shareholders' meeting which was duly called
and was held on the 7th day of February 1994, after due notice had been given
to the shareholders, and was approved by the sole shareholder of AU 'N AG,
INC., a Delaware corporation, by consent action.  The surviving corporation
shall be AU 'N AG, Inc., a Delaware corporation.  The executed copy of the Plan
is on file at the principal place of business of the surviving corporation 357
South 200 East, Suite 300, Salt Lake City, Utah 34111.  A copy of the Plan will
be furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.  The authorized capital stock of AU
'N AG, INC., a Utah Corporation, is 50,000,000 shares of common stock, $.001
par value.

    The number of shares outstanding of each class of each corporation which
were entitled to vote on the Plan and the number of shares of each class of
each corporation consenting and not consenting to the Plan, is as follows:

<TABLE>
<CAPTION>
                                                   Number of
                                                   Shares                Number of Shares
                                  Class            Outstanding      Consenting  Not Consenting
                               -----------         -----------      ----------  --------------
<S>                            <C>                 <C>              <C>                <C>
AU 'N AG, INC.                 Common stock        23,297,800       17,005,000         0
(a Utah Corporation)           ($.001 par)

AU 'N AG, INC.
(a Delaware Corporation)       Common stock             10               10            0
                               ($.001 par)
</TABLE>

    The certificate of incorporation of the AU 'N AG, Inc., a Delaware
corporation, the surviving corporation, shall be the certificate of
incorporation of the surviving corporation.

    All of the presently outstanding shares of AU 'N AG, INC., a Delaware
corporation are owned and held by AU 'N AG, INC., a Utah corporation.

    IN WITNESS WHEREOF, AU 'N AG, INC., a Utah corporation, and AU 'N AG, INC.,
a Delaware corporation, have caused this Certificate of Merger to be executed
in their respective corporate names by their respective presidents and their
respective secretaries this 15th day of February 1994.





                                                                             E-1



Attest:                                       AU 'N AG, INC.
                                              A Utah Cororation



  /s/ Max Morrill, Secretary                    /s/ R.G. Listul, President
- -----------------------------------           ---------------------------------
    Max Morrill, Secretary                    R.G. Listul, President



                                              AU 'N AG, INC.
Attest:                                       A Delaware Corporation



  /s/ Ronald N. Vance, Secretary                /s/ Ronald N. Vance, President
- ----------------------------------            ---------------------------------
    Ronald N. Vance, Secretary                Ronald N. Vance, President





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