PLAN AND AGREEMENT OF MERGER



         THIS PLAN AND AGREEMENT OF MERGER, dated April 16, 2001 ("Agreement"),

is entered into between Intercallnet, Inc., a Florida corporation ("ICN"), and

Never Miss A Call, Inc., a Nevada corporation ("NMC").



RECITALS



         A. The respective Boards of Directors of ICN and NMC believe that the

best interests of ICN and NMC and their respective stockholders will be served

by the merger of NMC with ICN under and pursuant to the provisions of this

Agreement and the Nevada General Corporation Law and the Florida Business

Corporation Act.



         B. NMC has an aggregate authorized capital of 25,000,000 shares of

common stock, par value $.001 per share ("NMC Stock"). On April 16, 2001, there

were 11,938,104 shares of NMC Common Stock issued and outstanding.



         C. ICN has an aggregate authorized capital stock of 52,000,000 shares

consisting of 50,000,000 shares of common stock, par value $.0001 per share

("ICN Common Stock') and 2,000,000 shares of blank check preferred stock, par

value $.0001 par value ("ICN Preferred Stock). On the date hereof, there were

100 shares of ICN Common Stock issued and outstanding and no shares of ICN

Preferred Stock issued and outstanding.



AGREEMENT



         In consideration of the Recitals and of the mutual agreements contained

in this Agreement, the parties hereto agree as set forth below.



         1. Merger.  NMC shall be merged with and into ICN ("Merger").



         2. Effective Date. The Merger shall become effective immediately upon

the filing of this Agreement and articles of merger with the Secretary of State

of Nevada in accordance with the Nevada General Corporation Law and the filing

of this Agreement and articles of merger with the Secretary of State of Florida

in accordance with the Florida Business Corporation Act. The time of such

effectiveness is hereinafter called the "Effective Date."



         3. Surviving Corporation. ICN shall be the surviving corporation and

shall continue to be governed by the laws of the State of Florida. The separate

corporate existence of NMC shall cease on the Effective Date.



         4. Articles of Incorporation. The Articles of Incorporation of ICN as

it exists on the Effective Date shall be the Articles of Incorporation of ICN

following the Effective Date, unless and until the same shall thereafter be

amended or repealed in accordance with the laws of the State of Florida.



         5. Bylaws. The Bylaws of ICN as they exist on the Effective Date shall

be the Bylaws of ICN following the Effective Date, unless and until the same

shall be amended or repealed in accordance with the provisions thereof and the

laws of the State of Florida.



{PAGE}



         6. Board of Directors and Officers. The members of the Board of

Directors and the officers of NMC immediately prior to the Effective Date shall

be the members of the Board of Directors and the officers, respectively, of ICN

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC