Modern City Entertainment Inc. – ‘10SB12G’ on 11/12/03 – EX-2

On:  Wednesday, 11/12/03, at 3:48pm ET   ·   Accession #:  1170423-3-125   ·   File #:  0-50468

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10 Sb                                            40    203K 
 2: EX-1        Underwriting Agreement -- exhibit31                    9     22K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2     11K 
                          Liquidation or Succession -- exhibit32                 
 4: EX-3        Articles of Incorporation/Organization or By-Laws      1      7K 
                          -- exhibit33                                           
 5: EX-4        Instrument Defining the Rights of Security Holders     1      6K 
                          -- exhibit34                                           
 6: EX-5        Opinion re: Legality -- exhibit35                      1      6K 
 7: EX-6        Opinion re: Discount on Capital Shares --             21     92K 
                          exhibit36                                              

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession — exhibit32

EX-2
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ARTICLES OF MERGER

of
Alvin Consulting, Inc.
into
 Realty Technologies, Inc.

     I. PLAN OF MERGER
      ------------------
A.       Alvin Consulting, Inc., a Texas corporation, plans to merge into Realty
Technologies, Inc., a Washington corporation.                 

B.       Alvin Consulting, Inc. owns 100% of Realty Technologies, Inc.          

C.       The name and address of the surviving corporation shall be:            

Realty Technologies, Inc. 
c/o Vandeberg, Johnson &  
Gandara One Union Square, 
Suite 2424 600 University 
Street Seattle, Washington
98101-1192                

D.      The terms and conditions of the merger are:                             

        1.       Each share of Alvin Consulting, Inc. shall be recognized as a
              share of Realty Technologies, Inc- common stock With a par
value of $0.0001 per share;.                

        2.       The Articles of  lncorporation  of Realty  Technologies,  Inc.,
                as in effect on the date of this merger,  shall remain in full
              force and effect as the Articles of  Incorporation of Realty
                 Technologies, Inc., and shall not be changed or amended by this
merger.                                       

       3.      The director and officers of Realty  Technologies,  Inc.,  as
           of the date of this merger, shall remain the director and
                officers of Realty  Technologies,Inc.,and shall not be changed
by this merger.                               

         4.       On the effective date of this merger,  the separate  existence
                  of Alvin  Consulting,  Inc.  shall cease (except to the extent
                  continued  by  statute),  and  all  of its  property,  rights,
                  privileges,   and   licenses,   of   whatsoever   nature   and
                  description,  shall die  transferred  to, vest in, and devolve
                  upon Realty  Technologies,  Inc.,  without futher act or deed.
                  Confirmatory  deeds,  assignments,  or other like instruments,
                  when deemed desirable by Realty Technologies, Inc. to evidence
                  such transfer,  vesting, or devolution of any property, right,
                  privilege,  or  franchise,  shall at any time, or from time to
                  time, be made and  delivered in the name of Alvin  Consulting,
                  Inc.  by  the  last  acting  officers   thereof,   or  by  the
       corresponding officers of Realty Technologies, Inc.

EX-2
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        5. Realty  Technologies,  Inc. will be responsible  for the payment of
         all fees and franchise taxes owing by Alvin Consulting,  Inc. and
          Realty Technologies,  Inc., and will be obligated to pay such fees
and franchise taxes if the same are not timely paid     

E.       The manner and basis of converting the shares of Alvin Consulting, Inc.
into shares of Realty Technologies, Inc.. shall be:           
                 The shares of Alvin Consulting, Inc. shall be recognized as the
shares of Realty Technologies, Inc.           

II. APPROVAL
------------
A.       The board of directors and shareholders of Alvin Consulting,  Inc. have
         duly  authorized  the  Plan of  Merger  and  performance  of its  terms
         pursuant  to all action  required by the laws of the State of Texas and
         by the constituent documents of Alvin Consulting,  Inc. Written consent
         by more than two-thirds of the outstanding  shares of Alvin Consulting,
         Inc.  has been  given in  accordance  with  Article  9.10 of the  Texas
         Business  Corporation Act and section 23B.07_040 and 23 B.11.030 of the
         Revised  Code of  Washington.  Written  notice of such consent has been
         given to all the shareholders of Alvin  Consulting,  Inc. in accordance
         with Article 9.10 off the Texas Business  Corporation  Act. At the time
         of  the  consent,   Alvin   Consulting,   Inc.  had  1,146,400   shares
    outstanding; 977,000 voted for the plan; 0 voted against the plan.

B.       The board of directors  and sole  shareholder  of Realty  Technologies,
         Inc.  has duly  authorized  the Plan of Merger and  performance  of its
         terms  pursuant  to all  action  required  by the laws of the  State of
         Washington  and by the  constituent  documents of Realty  Technologies,
         Inc.  Written consent by the sole  shareholder of Realty  Technologies,
         Inc.  has been  given in  accordance  with  Article  9.10 of the  Texas
         Business  Corporation Act and section 23B.07.040 and 23 B.11.030 of the
Revised Code of Washington.                                   

C.       A copy of the Plan of Merger is on file at Realty  Technologies,  Inc. 
     at the address set forth in paragraph  I(C).  A copy of the Plan of
        Merger  will be  furnished  by  Realty  Technologies, Inc., on written
        request and without cost, to any shareholder of Alvin Consulting, Inc.

      IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger
on June 14, 1999.                                                   
----------------                                                    

        ALVIN CONSULTING, INC.                      REALTY TECHNOLOGIES,INC.

      By: /s/ Mark Geoghegan                      By: /s/ Mark Geoghegan
      ----------------------                      ----------------------
         Mark Geoghegan, President                   Mark Geoghegan, President

Dates Referenced Herein

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
Filed on:		11/12/03							None on these Dates
		6/14/99		2
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