of Broadband, with an address at 1900 AM Drive, Quakertown, Pennsylvania

18951-2107 ("Sub"), NEX-LINK COMMUNICATIONS PROJECT SERVICES, LLC, a Florida

limited liability company (the "Company"), and all of the members (each a

"Member" and, collectively, the "Members") of the Company. The names, addresses

and membership interest of the Members, along with the consideration to be

received by each such Member, are set forth on Exhibit A attached hereto.



                                   BACKGROUND



         WHEREAS, the Members own all of the issued and outstanding membership

interests of the Company; and



         WHEREAS, the Boards of Directors of Broadband and Sub, and the Members,

deem it advisable and in the best interests of their respective companies to

consummate, and have approved, the transaction provided for herein in which the

Company would merge with and into Sub, with Sub being the surviving corporation

and remaining a wholly-owned subsidiary of Broadband (the "Merger").



         NOW, THEREFORE, in consideration of the foregoing recitals and the

respective representations, warranties, covenants and agreements set forth

herein, the parties hereto, intending to be legally bound, agree as follows:





                                    ARTICLE I



                                   THE MERGER



         SECTION 1.01 Effective Time of the Merger. Subject to the provisions of

this Agreement, as soon as practicable on or after the Closing Date (as defined

in Section 1.02), (i) a certificate of merger (the "Certificate of Merger")

shall be duly prepared and executed by Sub (and, if required, executed by the

Company) and thereafter delivered to the Secretary of State of the State of

Delaware for filing, as provided in the Delaware General Corporation Law, as

amended (the "GCL"), and (ii) articles of merger (the "Articles of Merger")

shall be duly prepared and executed by the Company (and, if required, executed

by Sub) and thereafter delivered to the Department of State of the State of

Florida for filing, as provided in the Section 607.1105 of the Florida Business

Corporation Act (the "BCL"). The Merger shall become effective upon the filing

of the Articles of Merger with the Department of State of the State of Florida

and the filing of the Certificate of Merger with the Secretary of State of the

State of Delaware or at such time thereafter as is provided in the Articles of

Merger and Certificate of Merger (the "Effective Time").













<PAGE>





         SECTION 1.02 Closing. The closing of the Merger (the "Closing") will

take place at 10:00 A.M. on a date to be specified by the parties, which shall

be no later than the second business day after satisfaction of the latest to

occur of the conditions set forth in Sections 6.01 and 6.02 (other than the

delivery of the officers' certificate referred to therein) (the "Closing Date"),

at the offices of Archer & Greiner, A Professional Corporation, One Centennial

Square, Haddonfield, New Jersey 08033, unless another date or place is agreed to

in writing by the parties hereto.



         SECTION 1.03 Effects of the Merger.



                  (a) At the Effective Time (i) the separate existence of the

Company shall cease and Company shall be merged with and into Sub (Sub and the

Company are sometimes referred to herein as the "Constituent Corporations" and

Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the

Certificate of Incorporation of Sub as in effect immediately prior to the

Effective Time, with such amendments thereto as are effected by this Agreement,

shall be the Certificate of Incorporation of the Surviving Corporation, and

(iii) the By-laws of Sub as in effect immediately prior to the Effective Time

shall be the By-laws of the Surviving Corporation.



                  (b) At and after the Effective Time, the Surviving Corporation

shall possess all the rights, privileges, powers and franchises and be subject

to all the restrictions, disabilities and duties of each of the Constituent

Corporations; and all and singular rights, privileges, powers and franchises of

each of the Constituent Corporations, and all property, real, personal and

mixed, and all debts due to either of the Constituent Corporations on whatever

account, as well as for stock and other securities subscriptions and all other

things in action or belonging to each of the Constituent Corporations, shall be

vested in the Surviving Corporation, and all property, rights, privileges,

powers and franchises, and all and every other interest shall be thereafter as

effectively the property of the Surviving Corporation as they were of the

Constituent Corporations, and the title to any real estate vested by deed or

otherwise, in either of the Constituent Corporations, shall not revert or be in

any way impaired; but all rights of creditors and all liens upon any property of

either of the Constituent Corporations shall be preserved unimpaired, and all

debts, liabilities and duties of the Constituent Corporations shall thenceforth

attach to the Surviving Corporation, and may be enforced against it to the same

extent as if said debts and liabilities had been incurred by it.



         SECTION 1.04 Directors of the Surviving Corporation. The director(s) of

Sub at the Effective Time shall, from and after the Effective Time, be the

directors of the Surviving Corporation, until their successor(s) are duly

elected and qualified, or until their earlier death, resignation or removal in

accordance with the Surviving Corporation's Certificate of Incorporation and

By-laws.



         SECTION 1.05 Certificate of Incorporation of the Surviving Corporation.

The Certificate of Incorporation of the Surviving Corporation shall be amended

as follows, effective as of the Effective Time:



                  Article FIRST shall be amended to read in its entirety as

follows:









                                        2

<PAGE>



                           "FIRST: Name. The name of the Corporation is AM

Nex-Link Communications, Inc."



                                   ARTICLE II



                     CONSIDERATION TO BE RECEIVED BY MEMBERS



         SECTION 2.01 Consideration to be Received for Membership Interests.



                  (a) As of the Effective Time, by virtue of the Merger and

without any action on the part of the holders of any of the outstanding

membership interests of the Company (the "Membership Interests"), all of the

outstanding Membership Interests shall be converted into the right to receive,

in the aggregate, 7,000,000 restricted shares of common stock of AM

Communications, Inc., a Delaware corporation (the "Parent"), par value $.10 per

share (the "AM Shares"), to be delivered by Broadband to the Members at the

Closing. The AM Shares shall be allocated among the Members as set forth on

Exhibit A attached hereto. All of the Membership Interests, when so converted,

shall no longer be outstanding and shall automatically be canceled and retired

and shall cease to exist, and each holder of a certificate representing any such

Membership Interest shall cease to have any rights with respect thereto, except

the right to receive his pro rata share of the AM Shares.



                  (b) In addition to the AM Shares, the following consideration

shall be payable by Sub to the Members in conjunction with the Merger and shall

be allocated among the Members as set forth on Exhibit A attached hereto:



                      (i) $1,000,000 in cash, to be paid by Sub to the Members

(and allocated among the Members as set forth on Exhibit A attached hereto) in

weekly installments beginning no sooner than the week of July 1, 2002, each in

an amount equal to the amount of the Company's Account Receivables (as such term

is defined hereinafter), or new accounts receivable obtained by the Sub after

the Closing (to the extent such new accounts receivable do not exceed the

difference between the $1,000,000 and the total Account Receivables), which are

actually collected by Sub during the immediately preceding week, and continuing

until the Sub shall have paid an aggregate of $1,000,000 in cash to the Members;

and



                      (ii) $1,000,000 in the form of a subordinated promissory

note in the form attached hereto as Exhibit B (the "Purchase Note"), to be

delivered by Sub to the Members at the Closing.





         SECTION 2.02 Closing Procedures.



                  (a) The Closing shall be effectuated as follows:



                      (i) The Members shall deliver to Sub for cancellation (A)

all certificates representing the Membership Interests, or (B) if the Membership

Interests are not represented by certificates, an acknowledgment of cancellation

of each of the Membership Interests in form and substance satisfactory to Sub in

its reasonable discretion. The Members will pay all federal, state, county and

local taxes (including all requisite transfer taxes) which may be due or payable

by reason of the surrender and cancellation of the Membership Interests in

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