PLAN AND AGREEMENT OF MERGER

                                     BETWEEN

                         DRUMMOND FINANCIAL CORPORATION

                                       AND

                           DRUMMOND MERGER CORPORATION



     This  Plan  and Agreement of Merger (this "Agreement") is entered into this

18th  day of June, 2001 by and between Drummond Merger Corporation, a Washington

corporation  (the "Surviving Corporation"), and Drummond Financial Corporation.,

a Delaware corporation ("Drummond").  The Surviving Corporation and Drummond are

sometimes  referred  to  jointly  as  the  "Constituent  Corporations."



                                    RECITALS



   A.    Each  of  the  Constituent  Corporations are corporations organized and

existing under  the  laws  of  the  respective  states as indicated in the first

paragraph of  this  Agreement.



   B.    The shareholders and  directors of each of the Constituent Corporations

have  deemed it advisable for the mutual benefit of the Constituent Corporations

and  their  respective  shareholders  that Drummond be merged into the Surviving

Corporation  pursuant  to  the provisions of the Washington Business Corporation

Act,  Title  23B  of  the  Revised  Code  of Washington and the Delaware General

Corporation  Law  (the  "Merger").



   NOW,  THEREFORE, in accordance with  the laws of the states of Washington and

Delaware,  the  Constituent  Corporations  agree  that, subject to the following

terms  and  conditions,  (i)  Drummond  shall  be  merged  into  the  Surviving

Corporation, (ii) the Surviving Corporation shall continue to be governed by the

laws of the state of Washington, and (iii) the terms of the Merger, and the mode

of  carrying  them  into  effect,  shall  be  as  follows:



                                    ARTICLE I

                        ARTICLES OF SURVIVING CORPORATION



   The  Articles  of  Incorporation  of  the  Surviving Corporation as in effect

immediately  prior  to  the  Effective  Time  of the Merger shall constitute the

"Articles"  of  the  Surviving  Corporation  within  the  meaning  of  Section

23B.01.400(l)  of the Washington Business Corporation Act and Section 104 of the

Delaware  General  Corporation  Law,  except  that  Article I of the Articles of

Incorporation  is  hereby  amended  in  its  entirety  to  read  as  follows:



                                ARTICLE I.  NAME



   The  name  of  this  Corporation  is  Drummond  Financial  Corporation.





{PAGE}





                                   ARTICLE II

                   APPOINTMENT OF AGENT FOR SERVICE OF PROCESS



   Pursuant  to  Section  252(d)  of  the  Delaware General Corporation Law, the

Surviving Corporation irrevocably appoints the Secretary of State of Delaware to

accept  service  of  process  in any proceeding to enforce against the Surviving

Corporation  any  obligation  of  Drummond's  as  well as for enforcement of any

obligation  of  the Surviving Corporation arising from the merger.  The Delaware

Secretary of State shall mail a copy of such process to HEWM Corporate Services,

Inc.,  Suite  6100,  701  Fifth  Avenue,  Seattle,  Washington  98104.



                                   ARTICLE III

                              CONVERSION OF SHARES



   3.1     Drummond  Shares.  At  the  Effective  Time  of  the  Merger  each

outstanding share of the common stock of Drummond shall automatically convert to

one  share  of common stock of the Surviving Corporation.  At the Effective Time

of  the Merger each outstanding share of theSeries 1 Preferred Stock of Drummond

shall  automatically  convert  to  one  share of Series A Preferred Stock of the

Surviving  Corporation.It  will not be necessary for shareholders of Drummond to

exchange  their  existing  stock  certificates  for  stock  certificates  of the

Surviving  Corporation.



   3.2     Surviving  Corporation  Shares.  At  the Effective Time of the Merger

each outstanding share of the common stock of the Surviving Corporation shall be

automatically  cancelled  and  returned to the status of authorized but unissued

shares.



                                   ARTICLE IV

                                     BYLAWS



   The  Bylaws  of  the  Surviving  Corporation  shall  be the governing Bylaws.



                                    ARTICLE V

                             DIRECTORS AND OFFICERS



   The  directors and officers of Drummond shall be  the directors and officers

of  the  Surviving  Corporation.



                                   ARTICLE VI

                              EFFECT OF THE MERGER



     The  effect of the Merger shall be as provided by the applicable provisions

of  the laws of Washington and Delaware.  Without limiting the generality of the

foregoing,  and  subject  thereto,  at  the  Effective  Time  of the Merger: the

separate  existence  of  Drummond  shall  cease; the Surviving Corporation shall

possess  all  assets  and  property  of  every  description,  and every interest

therein,  wherever  located,  and  the  rights,  privileges, immunities, powers,

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