Agreement and Plan of Merger (2000)Full Document 

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                  AGREEMENT AND PLAN OF MERGER


     This AGREEMENT AND PLAN OF MERGER ("Merger Agreement") is
entered into on this 10th day of April, 2000 by and between
USARADIO.COM, INC., a Colorado corporation ("USARadio-Colorado")
and USARADIO.COM, INC., a Delaware corporation (hereinafter
referred to as "USARadio-Delaware").

                            RECITALS:

     WHEREAS, USARadio-Colorado is a corporation duly organized
and existing under the laws of the State of Colorado;

     WHEREAS, USARadio-Delaware is a corporation duly organized
and existing under the laws of the State of Delaware;

     WHEREAS, on the date hereof, the authorized capital of
USARadio-Colorado consists of Twenty Million (20,000,000) shares
of common stock, no par value per share ("USARadio-Colorado
Common Stock"), of which 13,516,720 shares are issued and
outstanding;

     WHEREAS, on the date hereof, the authorized capital of
USARadio-Delaware consists of (A) Thirty Million (30,000,000)
shares of common stock, par value $.001 per share ("USARadio-
Delaware Common Stock"), of which 100 shares are issued and
outstanding and (B) Five Million (5,000,000) shares of preferred
stock, par value $0.001 per share, of which no shares are issued
and outstanding;

     WHEREAS, the respective Boards of Directors of USARadio-
Colorado and USARadio-Delaware have determined that it is
advisable and in the best interests of each such corporation that
USARadio-Colorado merge with and into USARadio-Delaware upon the
terms and subject to the conditions of this Merger Agreement for
the purpose of effecting the reincorporation of USARadio-Colorado
in the State of Delaware, and the respective Boards of Directors
of USARadio-Colorado and USARadio-Delaware have, by resolutions
duly adopted, approved and adopted this Merger Agreement; and

     WHEREAS, the parties intend by this Merger Agreement to

effect a "reorganization" under Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and agreements contained herein, the
parties hereto agree as follows:

                           AGREEMENTS:

     A.    Merger.  At the Effective Time (as hereinafter defined),
USARadio-Colorado shall be merged with and into USARadio-Delaware
(the "Merger").  USARadio-Delaware shall be the surviving
corporation of the Merger (hereinafter sometimes referred to as
the "Surviving Corporation"), and the separate corporate
existence of USARadio-Colorado shall cease.  The Merger shall
become effective upon the filing of a Certificate of Merger with
the Secretary of State of the State of Delaware and the Secretary
of State of the State of Colorado.  The date and time when the
Merger shall become effective is herein referred to as the
"Effective Time."

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     B.    Governing Documents.

          1.    The Certificate of Incorporation of USARadio-Delaware as it
     may be amended or restated subject to applicable law, and as in
     effect immediately prior to the Effective Time, shall constitute
     the Certificate of Incorporation of the Surviving Corporation
     without further change or amendment until thereafter amended in

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