Agreement and Plan of Merger (2003)Full Document 

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                  AGREEMENT AND PLAN OF MERGER

                   AGREEMENT AND PLAN OF MERGER
                          BY AND BETWEEN
                    SYCONET.COM, INC. 
                                AND
                   SYCONET.COM, INC.  

     This Agreement and Plan of Merger ("Agreement") between
Syconet.com, Inc. ("Syconet Nevada" or "Surviving Corporation")
and Syconet.com, Inc. ("Syconet Delaware"), the two corporations
acting by their respective boards of directors and sometimes
collectively referred to as the "Constituent Corporations," is
entered into this 1st day of December, 2001 in Santa Ana,
California, and will have an effective date, if approved as set
forth in Article I, Section 1 hereafter, of January 15, 2002
("Effective Date").

     WHEREAS, Syconet.com Nevada is a corporation organized and
existing under the laws of the State of Nevada, having been
incorporated on December 19, 2001, with its principal business
office to be located at 5020  Campus Drive, Newport Beach, Ca 92660;

     WHEREAS, the authorized capital stock of Syconet.com Nevada
is Five Hundred Million (500,000,000) shares of common stock, par
value of One Tenth of One Cent ($0.001) per share, none of which
have been issued;

     WHEREAS, Nevada Revised Statutes 92A.190 confers upon
Syconet.com Nevada the power to merge with a foreign corporation,
and Nevada Revised Statutes 92A.250 confers upon Syconet.com Group
Nevada the right to issue its own shares in exchange for shares of
any corporation to be merged into Syconet.com Nevada;

     WHEREAS, Syconet.com Delaware is a corporation organized and
existing under the laws of the State of Delaware, having been
originally incorporated on June 30, 1997.

     WHEREAS, the authorized capital stock of Syconet.com Delaware
consists of Eighty Five Million (85,000,000) shares of common
stock, par value of $0.0001 per share, of which  Forty Six
Million, Seven Hundred and Eighteen Thousand, Eight Hundred and
Forty Eight (46,718,848) shares are presently issued and
outstanding, and One Million (1,000,000) shares of preferred
stock, par value of .0001 per share, of which no shares are
presently issued and outstanding.  Section 252 of the Delaware
Statutes provides that a foreign corporation and a domestic
corporation may be merged and the foreign corporation can be the
surviving entity.

     WHEREAS, the respective boards of directors of Syconet.com
Nevada and Syconet.com Delaware deem it desirable and in the best
interests of the corporations and their stockholders that the
corporations enter into this Agreement and merge pursuant to the
terms and conditions contained herein and for the sole purpose of
redomiciling the corporation into the State of Nevada; and

     WHEREAS, in order to consummate this merger and in
consideration of the mutual benefits to be derived and the mutual
agreements contained herein, Syconet.com Group Nevada and
Syconet.com Delaware approve and adopt this Agreement.

     NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, it is
agreed by and between the parties that, in accordance with the
provisions of the laws of the State of Nevada, Syconet.com Nevada
and Syconet.com Delaware shall be, and they are, as of the merger
date (as defined in Article I, Section 2 hereafter) merged into a
single surviving corporation, which shall be and is Syconet.com
Nevada, one of the Constituent Corporations, which shall continue
its corporate existence and remain a Nevada corporation governed
by the laws of that state, all on the terms and conditions set
forth as follows:

                                ARTICLE I
                                 MERGER

1.  Shareholder Approval.

     Within thirty (30) days from the date of this Agreement, or
such longer period as the parties hereto shall agree upon in
writing, this Agreement shall be submitted for approval and
adoption, pursuant to and in accordance with the applicable
provisions of the laws of the State of Nevada and the State of
Delaware, to the holders of common stock of Syconet.com Nevada and
to the holders of common shares of Syconet.com Delaware at duly
held shareholders' meetings or by unanimous written consent.
This Agreement shall be approved and adopted upon receiving the
affirmative vote of the holders of a majority of the common stock
of Syconet.com Nevada outstanding on the record date established
for determining the holders of Syconet.com Nevada common stock
entitled to vote at such Syconet.com Nevada shareholders' meeting,
and the affirmative vote of a majority of the common shares of
Syconet.com Delaware outstanding on the record date established
for determining the holders of common shares entitled to vote at
such Syconet.com Delaware shareholders' meeting.  If this
Agreement shall be so approved and adopted, Syconet.com Nevada and
Syconet.com Delaware shall immediately proceed to effectuate the
merger of Syconet.com Delaware into Syconet.com Nevada.  If this
Agreement shall not be so approved and adopted, it shall, without
any further action by the parties, other than certification to the
other Constituent Corporation of the results of the vote by the
Secretary or Clerk, as the case may be, of the Constituent
Corporation the shareholders of which shall not have approved or
adopted this Plan, be cancelled without liability from either
party to the other.

2.  Filings After Shareholder Approval.

     Under Section 252 of the Delaware Statutes, Syconet.com
Delaware will cease to exist and Syconet.com Nevada will possess
all the powers and property formerly possessed by Syconet.com
Delaware upon approval of this Agreement by its shareholders, and
the filing with the Delaware Secretary of State the following (A)
an agreement that Syconet.com, Inc. may be served with process in
Delaware, in any proceeding for enforcement of any obligation of
any constituent corporation of Delaware, as well as for
enforcement of any obligation of the surviving or resulting
corporation arising from the merger or consolidation, including
any suit or other proceedings pursuant to section 262 of the

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