AGREEMENT AND PLAN OF MERGER
                  OF ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                             A DELAWARE CORPORATION
                                       AND
                             CEEE GROUP CORPORATION
                             A COLORADO CORPORATION


         THIS  AGREEMENT  AND PLAN OF MERGER  dated as of November 18, 1996 (the
"Agreement") is between Atlantic International  Entertainment,  Ltd., a Delaware
corporation   ("Atlantic")  and  CEEE  Group   Corporation,   Ltd.,  a  Colorado
corporation ("CEEE").  Atlantic and CEEE are sometimes referred to herein as the
"Constituent Corporations."

RECITALS

         A. Atlantic is a corporation duly organized and existing under the laws
of the State of Delaware and has an  authorized  capital of  100,000,000  shares
designated  "Common  Stock",  $.001 par value and 10,000,000  shares  designated
"Preferred  Stock,"  $.001 par value.  As of the date  hereof,  1,000  shares of
Common  Stock are  issued  and  outstanding,  all of which are held by CEEE.  No
shares of Preferred Stock were outstanding.

         B. CEEE is a corporation  duly organized and existing under the laws of
the  State of  Colorado  and has an  authorized  capital  of  10,000,000  shares
designated  "Common Stock",  $.001 par value.  As of the date hereof,  9,386,733
shares of Common Stock are outstanding.

         C. The Board of Directors of CEEE has determined  that, for the purpose
of  effecting  the  reincorporation  of CEEE in the  State  of  Delaware,  it is
advisable and in the best interests of CEEE that it merge with and into Atlantic
upon the terms and conditions here provided.

         D. The  respective  Boards  of  Directors  of  Atlantic  and CEEE  have
approved this  Agreement and have directed that this Agreement be submitted to a
vote of their respective shareholders and executed by the undersigned officers.

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, Atlantic and CEEE hereby agree, subject to the terms and
conditions hereinafter set forth, as follows:


                                    I. MERGER

         1.1 MERGER.  In accordance with the provisions of this  Agreement,  the
Delaware General Corporation Law and the Colorado Business Corporation Act shall
be merged with and into Atlantic (the "Merger"),  the separate existence of CEEE
shall cease and Atlantic shall be, and is herein  sometimes  referred to as, the
"Surviving  Corporation,"  and the name of the  Surviving  Corporation  shall be
Atlantic International Entertainment, Ltd.

         1.2 FILING AND  EFFECTIVENESS.  The Merger shall become  effective when
the following actions shall have been completed:

         (a) This  Agreement and the Merger shall have been adopted and approved
by the  shareholders  of each  Constituent  Corporation  in accordance  with the
requirements of the Delaware General  Corporation Law and the Colorado  Business
Corporation Act;

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         (b) All of the conditions  precedent to the  consummation of the Merger
specified  in this  Agreement  shall have been  satisfied  or duly waived by the
party entitled to satisfaction thereof;

         (c) An executed  Certificate  of Merger or an executed  counterpart  of
this Agreement meeting the requirements of the Delaware General  Corporation Law
shall have been filed with the Secretary of State of the State of Delaware; and

         (d)  Executed  Articles  of  Merger  meeting  the  requirements  of the
Colorado  Business  Corporation  Act shall have been filed with the Secretary of
State of the State of Colorado.

         The date and time when the Merger shall become effective, as aforesaid,
is herein called the "Effective Date of the Merger."

         1.3 EFFECT OF THE MERGER.  Upon the Effective  Date of the Merger,  the
separate  existence  of  CEEE  shall  cease  and  Atlantic,   as  the  Surviving
Corporation, (i) shall continue to possess all of its assets, rights, powers and
property as constituted  immediately  prior to the Effective Date of the Merger,
(ii) shall be subject to all actions previously taken by its and CEEE's Board of
Directors,  (iii) shall succeed,  without other transfer,  to all of the assets,
rights,  powers  and  property  of CEEE in the  manner  more  fully set forth in
Section 259 of the Delaware  General  Corporation Law, (iv) shall continue to be
subject  to  all  of its  debts,  liabilities  and  obligations  as  constituted
immediately  prior to the Effective  Date of the Merger,  and (v) shall succeed,
without other transfer, to all of the debts, liabilities and obligations of CEEE
in the same manner as if Atlantic had itself  incurred  them,  all as more fully
provided under the applicable provisions of the Delaware General Corporation Law
and the Colorado Business Corporation Act.


                  II. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

         2.1 CERTIFICATE OF  INCORPORATION.  The Certificate of Incorporation of
Atlantic  as in effect  immediately  prior to the  Effective  Date of the Merger
shall continue in full force and effect as the Certificate of  Incorporation  of
the Surviving  Corporation  until duly amended in accordance with the provisions
thereof and applicable law.

         2.2 BYLAWS.  The Bylaws of Atlantic as in effect  immediately  prior to
the Effective  Date of the Merger shall continue in full force and effect as the
Bylaws of the Surviving  Corporation  until duly amended in accordance  with the
provisions thereof and applicable law.

         2.3  DIRECTORS  AND  OFFICERS.  The  directors  and  officers  of  CEEE
immediately prior to the Effective Date of the Merger shall be the directors and
officers of the Surviving  Corporation  until their  successors  shall have been
duly  elected  and  qualified  or  until  as  otherwise  provided  by  law,  the
Certificate of Incorporation  of the Surviving  Corporation or the Bylaws of the
Surviving Corporation.


                       III. MANNER OF CONVERSION OF STOCK

         3.1 CEEE COMMON  SHARES.  Upon the Effective  Date of the Merger,  each
three  shares of CEEE  Common  Stock,  $.001 par value,  issued and  outstanding
immediately  prior thereto shall survive by virtue of the Merger and without any
action by the Constituent  Corporations,  the holder of such shares or any other
person,   shall  be  converted  into  and  exchanged  for  one  fully  paid  and
nonassessable  share  of  Common  Stock,  $.001  par  value,  of  the  Surviving
Corporation.

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         3.2 CEEE OPTIONS,  STOCK PURCHASE  RIGHTS AND  CONVERTIBLE  SECURITIES.
Upon the Effective Date of the Merger,  the Surviving  Corporation  shall assume
and  continue,  if any, the stock option  plans and all other  employee  benefit
plans of CEEE.  Each  outstanding  and  unexercised  option,  or other  right to
purchase,  or security convertible into, CEEE Common Stock, if any, shall become
an option,  or right to purchase,  or a security  convertible into the Surviving
Corporation's  Common  Stock  on  the  basis  of  one  share  of  the  Surviving
Corporation's  Common Stock for each three shares of CEEE Common Stock  issuable
pursuant to any such option, or stock purchase right or convertible security, on
the same terms and conditions  and at an exercise or conversion  price per share
equal to one-third of the exercise or conversion  price per share  applicable to
any such CEEE option,  stock purchase right or other convertible security at the
Effective Date of the Merger.

         A number of shares of the Surviving Corporation's Common Stock shall be
reserved for issuance upon the exercise of options,  stock  purchase  rights and
convertible securities equal to one-third of the number of shares of CEEE Common
Stock so reserved immediately prior to the Effective Date of the Merger.

         3.3 ATLANTIC COMMON STOCK. Upon the Effective Date of the Merger,  each
share of  Atlantic  Common  Stock,  $.001  par  value,  issued  and  outstanding
immediately  prior thereto shall, by virtue of the Merger and without any action
by Atlantic,  the holder of such shares or any other  person,  be cancelled  and
returned to the status of authorized but unissued shares.

         3.4 EXCHANGE OF  CERTIFICATES.  After the Effective Date of the Merger,
each holder of an  outstanding  certificate  representing  shares of CEEE Common
Stock may, at such stockholder's option,  surrender the same for cancellation to
Continental Stock Transfer & Trust Company,  or such other entity as the Company
so designates as exchange  agent (the  "Exchange  Agent"),  and each such holder
shall be entitled to receive in exchange  therefor a certificate or certificates
representing  the number of shares of the Surviving  Corporation's  Common Stock
into which the surrendered  shares were converted as herein  provided.  Until so
surrendered,  each outstanding  certificate  theretofore  representing shares of
CEEE Common Stock shall be deemed for all  purposes to  represent  the number of
whole shares of the Surviving  Corporation's Common Stock into which such shares
of CEEE Common Stock were converted in the Merger.

         The  registered  owner  on the  books  and  records  of  the  Surviving
Corporation or the Exchange  Agent of any such  outstanding  certificate  shall,
until such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Surviving Corporation or the Exchange Agent, have
and be entitled to exercise  any voting and other  rights with respect to and to
receive dividends and other distributions upon the shares of Common Stock of the
Surviving  Corporation  represented by such outstanding  certificate as provided
above.

         Each certificate representing Common Stock of the Surviving Corporation
so issued in the merger shall bear the same legends, if any, with respect to the
restrictions on transferability  the certificates of CEEE so converted and given
in exchange therefore,  unless otherwise determined by the Board of Directors of
the Surviving Corporation in compliance with applicable laws.

         If any  certificate  for shares of Atlantic  stock is to be issued in a
name other than that in which the certificate  surrendered in exchange  therefor
is registered,  it shall be a condition of issuance thereof that the certificate
so  surrendered  shall be properly  endorsed  and  otherwise  in proper form for
transfer,  that such transfer otherwise be proper and that the person requesting
such  transfer pay to the Exchange  Agent any transfer or other taxes payable by
reason of  issuance  of such new  certificate  in a name  other than that of the
registered   holder  of  the   certificate   surrendered  or  establish  to  the
satisfaction of Atlantic that such tax has been paid or is not payable.

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                                   IV. GENERAL

         4.1 COVENANTS OF ATLANTIC.  Atlantic  covenants and agrees that it will
take such actions as may be required by the Colorado Business Corporation Act.

         4.2  FURTHER  ASSURANCES.  From time to time,  as and when  required by
Atlantic or by its successors or assigns,  there shall be executed and delivered
on behalf of CEEE such deeds and other instruments,  and there shall be taken or
caused to be taken by it such further and other actions as shall be  appropriate
or necessary in order to vest or perfect in or conform of record or otherwise by
Atlantic the title to and  possession  of all the property,  interests,  assets,
rights,  privileges,  immunities,  powers,  franchises and authority of CEEE and
otherwise  to carry out the  purposes of this  Agreement,  and the  officers and
directors of Atlantic are fully  authorized in the name and on behalf of CEEE or
otherwise to take any and all such action and to execute and deliver any and all
such deeds and other instruments.

         4.3  ABANDONMENT.  At any time before the Effective Date of the Merger,
this  Agreement may be terminated and the Merger may be abandoned for any reason
whatsoever by the Board of Directors of either CEEE or of Atlantic,  or of both,
notwithstanding the approval of this Agreement by the shareholders of CEEE or by
the sole stockholder of Atlantic, or by both.

         4.4 AMENDMENT.  The Boards of Directors of the Constituent Corporations
may amend this  Agreement  at any time prior to the filing of this  Agreement or
certificate  in lieu  thereof  with  the  Secretary  of  State  of the  State of
Delaware,  provided  that an amendment  made  subsequent to the adoption of this
Agreement by the shareholders of either  Constituent  Corporation shall not: (1)
alter or change the amount or kind of shares, securities,  cash, property and/or
rights to be  received  in exchange  for or on  conversion  of all or any of the
shares of any class or series thereof of such Constituent Corporation, (2) alter
or  change  any  term  of the  Certificate  of  Incorporation  of the  Surviving
Corporation  to be  effected  by the  Merger,  or (3) alter or change any of the
terms and  conditions  of this  Agreement  if such  alteration  or change  would
adversely  affect the holders of any class or series of capital  stock of either
Constituent Corporation.

         4.5  REGISTERED   OFFICE.   The  registered  office  of  the  Surviving
Corporation  in the State of Delaware is located at 1013  Centre  Road,  City of
Wilmington,  County  of  New  Castle,  Delaware  19805,  and  The  Prentice-Hall
Corporation System, Inc. is the registered agent of the Surviving Corporation at
such address.

         4.6 AGREEMENT. Executed copies of this Agreement will be on file at the
principal place of business of the Surviving Corporation at 2200 Corporate
Blvd., Suite 317, Boca Raton, Florida 33431 and copies thereof will be furnished
to any stockholder of either Constituent Corporation, upon request and without
cost.

         4.7 GOVERNING LAW. This  Agreement  shall in all respects be construed,
interpreted  and  enforced in  accordance  with and  governed by the laws of the
State of  Delaware  and,  so far as  applicable,  the merger  provisions  of the
Colorado Business Corporation Act.


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         4.8  COUNTERPARTS.  In order to facilitate  the filing and recording of
this Agreement, the same may be executed in any number of counterparts,  each of
which  shall  be  deemed  to be an  original  and all of  which  together  shall
constitute one and the same instrument.

         IN WITNESS  WHEREOF,  this Agreement  having first been approved by the
resolutions  of the Board of Directors of Atlantic and CEEE, is hereby  executed
on behalf of each of such two  corporations  and  attested  by their  respective
officers thereunto duly authorized, under penalties of perjury, hereby declaring
and  certifying  that this is their act and deed and the facts herein stated are
true.

                                      ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                                      a Delaware corporation



                                      By: /s/ RICHARD IAMUNNO
                                          ------------------------------------
                                          Name: Richard Iamunno
                                          Title: President
ATTEST:



/s/ NORMAN J. HOSKIN
---------------------------
Norman J. Hoskin, Secretary
                                      CEEE GROUP CORPORATION
                                      a Colorado corporation


                                      By: /s/ RICHARD IAMUNNO
                                          --------------------------------------
                                          Name: Richard Iamunno
                                          Title: President
ATTEST:


/s/ NORMAN J. HOSKIN
--------------------
Norman J. Hoskin, Secretary

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