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<FILENAME>exhibitmerger.txt

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                 AGREEMENT AND PLAN OF MERGER





                           between





                   DYNAMIC ASSOCIATES, INC.



                          "Dynamic"





                             and





                       TELE-LAWYER, INC.



                        "Tele-Lawyer"



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                AGREEMENT AND PLAN OF MERGER

                ----------------------------





     THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered

into on November 28, 2000, by and between DYNAMIC ASSOCIATES, INC.,

a Nevada corporation ("Dynamic"), and TELE-LAWYER, INC., a Nevada

corporation ("Tele-Lawyer").



                      R E C I T A L S:

                      ----------------



     WHEREAS, the parties believe that a business combination

between Dynamic and the Tele-Lawyer is in the best interest of the

parties to this Agreement and their respective stockholders; and



     WHEREAS, the respective Boards of Directors and shareholders

of the parties have approved, or will meet to consider and approve,

the merger of Tele-Lawyer with and into Dynamic, upon the terms and

conditions set forth in this Agreement and Plan of Merger in

accordance with Chapter 92A "Mergers and Exchanges of Interest" of

the Nevada Revised Statutes; and



     WHEREAS, each party hereto wishes to adopt this Agreement and

Plan of Merger, together with the forms of Certificates of Merger

attached hereto as Exhibit A (the "Certificates of Merger") as a

"plan of reorganization" within the meaning of Section 368(a) of

the Internal Revenue Code, and to cause the Merger to qualify as a

reorganization under the provision of Section 368(a)(1)(A) of the

Code, whereby each share of capital stock of Tele-Lawyer (the

"Tele-Lawyer Common Stock") will be canceled and whereby Dynamic

will be the surviving entity of a merger with Tele-Lawyer.



     NOW, THEREFORE, in consideration of the premises and mutual

covenants contained in this Agreement and other good and valuable

consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties, intending to be legally bound hereby,

agree as follows:





                   ARTICLE I.  THE MERGER



     1.1   The Merger.  At the Effective Time (as defined in Section

1.3 hereof) and subject to and upon the terms and conditions of

this Agreement, Tele-Lawyer will be merged with and into Dynamic

(the "Merger").  Following the Merger, Dynamic will continue as the

surviving entity under the name "Dynamic Acquisition Corporation"

and the separate corporate existence of Tele-Lawyer will cease.

(Dynamic and Tele-Lawyer are sometimes referred to collectively

herein as the "Constituent Companies").



     1.2   Effects of the Merger.   At the Effective Time, Tele-

Lawyer will be a wholly owned subsidiary of Dynamic.  At the

Effective Time, Dynamic will, without any other action, possess all

the rights, privileges, powers and franchises, of a public as well

as of a private nature, and be subject to all the restrictions,

disabilities and duties of Tele-Lawyer. All property, rights,

privileges, powers and franchises, and all and every other interest

will be thereafter as effectually the property of Dynamic as they

were of Tele-Lawyer, and the



                                2



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title to any real estate vested by deed or otherwise in Tele-Lawyer

will not revert or be in any way impaired by reason of the Merger.

All rights of creditors and all liens upon any property of Tele-Lawyer

will be preserved unimpaired, and all debts, liabilities and duties of

Tele-Lawyer will thenceforth attach to Dynamic.



     1.3   Closing; Effective Time and Transaction Effective Date.

The closing of the Merger (the "Closing") will take place on a date

to be specified by the parties, but in no event more than fifteen

(15) business days following approval of the Merger by the

shareholders of Dynamic (the "Closing Date"), subject to

satisfaction or waiver of the conditions set forth in this

Agreement, at 2300 W. Sahara Blvd., Suite 500, Las Vegas, NV 89102.

 The Merger will become effective at the time of the filing of the

Certificate of Merger with the offices of the Secretary of State of

the State of Nevada in accordance with the provisions of applicable

law, which Certificates of Merger will be so filed as soon as

practicable after the Closing. The date and time when the Merger

will become effective shall be at such time as the Certificates of

Merger are duly filed with the Nevada Secretary of State or such

later date as mutually agreeable by the parties and specified in

the Certificates of Merger (the "Effective Time").



     1.4   Certificate of Incorporation.  The Articles of

Organization and Bylaws of Dynamic in effect immediately prior to

the Effective Time will remain the Articles of Organization and

Bylaws of Dynamic until amended in accordance with the provisions

of the applicable corporate law.



     1.5   Directors and Officers.  The officers and directors of

Dynamic immediately following the Effective Time will be the

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