<SEQUENCE>2

<FILENAME>0002.txt

<TEXT>



              AGREEMENT AND PLAN OF MERGER

  <P>

         AGREEMENT AND PLAN OF MERGER between ALLMON

  CORPORATION, a Delaware corporation ("Allmon"), and

  WORLD-AM COMMUNICATIONS INC., a Florida corporation

  ("World-Am"), Allmon and World-Am Communications Inc.

  being sometimes referred to herein as the "Constituent

  Corporations."

  <P>

         WHEREAS, the board of directors of each

  Constituent Corporation deems it advisable that the

  Constituent Corporations merge into a single corporation

  in a transaction intended to qualify as a reorganization

  within the meaning of Section 368 (a)(1)(A) of the

  Internal Revenue Code of 1986, as amended ("the Merger");

  <P>

         NOW, THEREFORE, in consideration of the premises

  and the respective mutual covenants, representations and

  warranties herein contained, the parties agree as

  follows:

  <P>

         1.  SURVIVING CORPORATION.  Allmon shall be merged

  with and into World-Am, which shall be the surviving

  corporation in accordance with the applicable laws of its

  state of incorporation.

  <P>

         2.  MERGER DATE.  The Merger shall become

  effective (the" Merger Date") May 11, 2000.

  <P>

         3.  TIME OF FILINGS.  The Articles of Merger shall

  be filed with the Department of State of the State of

  Florida and the Certificate of Merger shall be filed with

  the Secretary of State of Delaware upon the approval, as

  required by law, of this agreement by the Constituent

  Corporations and the fulfillment or waiver of the terms

  and conditions herein.  These filings will be completed

  within two weeks from the execution of this Agreement.

  <P>

         4.  GOVERNING LAW.  The surviving corporation

  shall be governed by the laws of the State of

  incorporation of World-Am.

         5.  CERTIFICATE OF INCORPORATION.  The Articles of

  Incorporation of World-Am Communications Inc. shall be

  the Articles of Incorporation of the surviving

  corporation from and after the Merger Date, subject to

  the right of World-Am to amend its Articles of

  Incorporation in accordance with the laws of the State of

  its incorporation.

  <P>

         6.  BYLAWS.  The Bylaws of the surviving

  corporation shall be the Bylaws of World-Am

  Communications Inc. as in effect on the date of this

  agreement.

  <P>

         7.   BOARD OF DIRECTORS AND OFFICERS.  The

  officers and directors of World-Am, or such other persons

  as shall be selected by it, shall be the officers and

  directors of the surviving corporation following the

  Merger Date.

  <P>

         8.  NAME OF SURVIVING CORPORATION.  The name of

  the surviving corporation will continue as "World-Am

  Communications Inc." unless changed by World-Am.

  <P>

         9.  CONVERSION.  The mode of carrying the Merger

  into effect and the manner and basis of converting the

  shares of Allmon into shares of World-Am are as follows:

  <P>

          9.1.  The aggregate number of shares of Allmon

  Common Stock issued and outstanding on the Merger Date

  shall, by virtue of the Merger and without any action on

  the part of the holders thereof, be converted into an

  aggregate of 150,000 shares of World-Am Communications

  Inc. Common Stock adjusted by any increase for fractional

  shares and reduced by any Dissenting Shares (defined

  below) and shall be distributed as shown opposite the

  Allmon shareholders names in Exhibit A.

  <P>

  The World-Am Common Stock to be issued hereunder ("the

  World-Am Communications Inc. Shares") will be free

  trading without any restrictions.

  <P>

  $25,000.00 will be paid by World-Am  to the following:

  $22,321 to Applecross Centre Development Ltd., a British

  Columbia , Canada Co. controlled by Gerald Ghini and

  $2,679 to Robert Hainey.

  <P>

          9.2.  Upon completion of the Merger, there shall

  be 40,000,000 shares of World-Am Communications Inc.

  Common Stock issued and outstanding, subject to such

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC