ARTICLES OF MERGER
                                       OF
                            NOVINT TECHNOLOGIES, INC.
                                       AND
                      NOVINT TECHNOLOGIES (DELAWARE), INC.

      NOVINT TECHNOLOGIES (DELAWARE), INC., a Delaware corporation ("Successor")
and NOVINT TECHNOLOGIES, INC., a New Mexico corporation ("Merged Company") adopt
the following Articles of Merger under the New Mexico Business Corporation Act:

      1.    The Shareholders of each Corporation approved the attached Agreement
            of Merger.

      2.    Each Corporation has two authorized classes of shares. The number of
            outstanding  shares  of each  Corporation  and the  number of shares
            voted for or against the Plan of Merger are:

CORPORATION            SHARES OUTSTANDING              FOR             AGAINST
-----------            ------------------              ---             -------
Successor              Common:       1,000            1,000               0
                       Preferred:        0                0               0
Merged Company         Common:      86,244           86,244               0
                       Preferred:    4,000            4,000               0

3.    Novint  Technologies  (Delaware),  Inc., the surviving  corporation agrees
      that:

      The surviving  corporation  may be served with process in the state of New
      Mexico at 6300  Riverside  Plaza Lane,  NW,  Suite 225,  Albuquerque,  New
      Mexico 87120 in any proceeding  for the  enforcement of an obligation of a
      New  Mexico  constituent   corporation  and  in  any  proceeding  for  the
      enforcement  of the  rights of a  dissenting  shareholder  of a New Mexico
      corporation   against  it.  It  will   promptly  pay  to  the   dissenting
      shareholders  of any New Mexico  corporation  the amount to which they are
      entitled under the provisions of the Business Corporation Act with respect
      to the rights of dissenting shareholders.

      The  secretary  of state is  irrevocably  appointed as its agent to accept
      service of process in any such proceeding.



Date:  ___________________

                                        Novint Technologies, Inc.

                                        Name of corporation


                                        By: /s/ Thomas G. Anderson
                                           -------------------------------------
                                        Name:  Thomas G. Anderson
                                        Title: Chairman

                                        Novint Technologies, (Delaware) Inc.

                                        Name of corporation


                                        By: /s/ Thomas G. Anderson
                                           -------------------------------------
                                        Name:  Thomas G. Anderson
                                        Title: Chairman