<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>AGREEMENT AND PLAN OF MERGER

<TEXT>





                          AGREEMENT AND PLAN OF MERGER



         THIS  AGREEMENT  AND  PLAN OF  MERGER,  dated  ___________,  2000  (the

"Effective Date"), by and among PRE-CELL SOLUTIONS, INC., a Colorado corporation

(hereinafter   "Pre-Cell"),   TRANS  NATIONAL  COMMUNICATIONS,   INC.,  a  Texas

corporation (hereinafter,  the "Company"),  BYRON YOUNG, FRANK SELBY and MICHAEL

MANSFIELD  (collectively,  the "Shareholders"),  and [TRANSNATIONAL  ACQUISITION

CORP.],  a Texas  corporation  ("Merger  Sub"),  a  wholly-owned  subsidiary  of

Pre-Cell.



                                   WITNESSETH:



         WHEREAS, Merger Sub is a wholly-owned subsidiary of Pre-Cell; and



         WHEREAS,  the  Boards of  Directors  of  Pre-Cell,  Merger  Sub and the

Company have each  determined that it is advisable and in the interests of their

respective   shareholders  to  consummate,   and  have  approved,  the  business

combination transaction provided for herein in which the Company will merge with

and into Merger Sub, so that the  separate  corporate  existence  of the Company

shall cease and Merger Sub will be the Surviving  Corporation (as defined below)

(the  "Merger"),  all upon the  terms  and  subject  to the  conditions  of this

Agreement and in accordance with the laws of the State of Florida; and



         WHEREAS,  the  transaction  provided  for  herein  is  intended  to  be

consummated in accordance  with Article 5.01 of the Texas  Business  Corporation

Act (the "Texas Business Corporation Act"); and



         WHEREAS,  in  connection  with said  merger,  each  Shareholder  of the

Company is willing to surrender all of the issued and outstanding  common shares

of the Company  owned by such  shareholder  in exchange for the right to receive

certain common shares of Pre-Cell,  as detailed  herein,  and further subject to

the covenants and undertakings of the parties hereto; and



         WHEREAS,  the terms and conditions of the Merger,  the mode of carrying

the same into effect,  the manner of converting the capital stock of the Company

into the right to receive  common  shares of  Pre-Cell  and such other terms and

conditions  as may be required or permitted to be stated in this  Agreement  are

set forth below; and



         WHEREAS,  Merger Sub,  the Company  and their  respective  shareholders

desire to make certain representations,  warranties and agreements in connection

with the Merger and also to prescribe various conditions to the Merger;



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         NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth in this Agreement, and for other good and valuable consideration,  the

receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto

agree as follows:



                                    ARTICLE I

                                   THE MERGER



         1.1 The Merger. At the Effective Time (as defined in Section 1.2), upon

the terms and subject to the conditions of this Agreement,  the Company shall be

merged  with and into the  Merger  Sub in  accordance  with the  Texas  Business

Corporation Act. The Merger Sub shall be the surviving corporation in the Merger

(the  "Surviving  Corporation")  and the  separate  corporate  existence  of the

Company shall cease. Merger Sub and the Company are sometimes referred to herein

as the "Constituent  Corporations."  As a result of the Merger,  the outstanding

shares of capital  stock of the Company  shall be  converted or cancelled in the

manner provided in Article II.



         1.2  Effective  Time.  At the  Closing  (as  defined in  Section  1.3),

Articles of Merger shall be duly prepared and executed by the Company and Merger

Sub and  thereafter  delivered  to the  Secretary of State of the State of Texas

(the "Secretary of State") for filing,  as provided in Article 5.01 of the Texas

Business  Corporation Act, on, or as soon as practicable after, the Closing Date

(as defined in Section  1.3).  The Merger  shall  become  effective  at the time

[Articles of Merger] are filed with the Texas Secretary of State (the "Effective

Time").



         1.3 Closing.  The closing of the Merger (the "Closing") will take place

at the offices of Tobin & Reyes,  P.A.,  7251 West Palmetto  Park Avenue,  Suite

205, Boca Raton,  Florida  33433,  or at such other place as the parties  hereto

mutually  agree, on May 31, 2000, at 10:00 a.m.,  local time,  provided that the

closing  conditions set forth in Article VII and VIII have been satisfied or, if

permissible,  waived in accordance with this Agreement, or on such other date as

the parties  hereto  mutually agree (the "Closing  Date").  At the Closing there

shall be  delivered  to the  Company and  Pre-Cell  the  certificates  and other

documents and instruments required to be delivered under Articles VII and VIII.



         1.4 Articles of Incorporation and Bylaws of the Surviving  Corporation.

At the Effective Time, (i) the Articles of Incorporation of the Merger Sub as in

effect  immediately  prior  to the  Effective  Time  shall  be the  Articles  of

Incorporation of the Surviving  Corporation until thereafter amended as provided

by law and such Articles of Incorporation, and (ii) the Bylaws of the Merger Sub

as in effect  immediately prior to the Effective Time shall be the Bylaws of the

Surviving  Corporation until thereafter amended as provided by law, the Articles

of Incorporation of the Surviving Corporation and such Bylaws.



         1.5  Directors  and  Officers of the  Surviving  Corporation.  The sole

director of the Surviving Corporation shall be Thomas Biddix and the officers of

the   Surviving    Corporation   shall   be   Chris   Watson,    President   and

Secretary-Treasurer  in each instance until his respective successors shall have

been duly  elected  or  appointed  and  qualified  or until his  earlier  death,



                                       2

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resignation   or  removal  in  accordance   with  the  Surviving   Corporation's

Certificate of Incorporation and Bylaws.

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