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                                                                   EXHIBIT 3(b)




         PLAN OF MERGER adopted by Call Now, Inc., a business corporation
organized under the laws of the State of Florida (hereinafter referred to as
"Call Now Florida") and by Call Now, Inc., a corporation for profit organized
under the laws of the State of Nevada (hereinafter referred to as "Call Now
Nevada").

         1. Call Now Nevada and Call Now Florida shall, pursuant to the
provisions of the laws of the State of Florida and the provisions of the General
Corporation Law of the State of Nevada, be merged with and into a single
corporation, to wit, Call Now Nevada, which shall be the surviving corporation
when the merger becomes effective and which is sometimes hereinafter referred to
as the "surviving corporation" and which shall continue to exist as said
surviving corporation under its present name, Call Now, Inc., pursuant to the
provisions of the General Corporation Law of the State of Nevada. The separate
existence of Call Now Florida shall cease when the merger becomes effective in
accordance with the laws of the State of Florida.

         2. The Articles of Incorporation of Call Now Nevada when the merger
becomes effective shall be the Articles of Incorporation of the surviving
corporation and said Articles of Incorporation shall continue in full force and
effect until amended and changed in the manner prescribed by the provisions of
the General Corporation Law of the State of Nevada.

         3. The present bylaws of Call Now Nevada will be the bylaws of the
surviving corporation and will continue in full force and effect until changed,
altered, or amended as therein provided.

         4. The directors and officers in office of Call Now Nevada when the
merger becomes effective shall be the members of the first Board of Directors
and the first officers of the surviving corporation, all of whom shall hold
their directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of Call Now Nevada.

         5. Each issued share of common stock of Call Now Florida when the
merger takes effect shall be converted into one (1) share of common stock of
Call Now Nevada. The issued shares of Call Now Nevada which are held by Call Now
Florida shall be canceled when the merger takes effect. All outstanding options
or warrants to purchase shares of Call Now Florida when the merger takes effect
shall be exercisable for the same number of shares of Call Now Nevada as of the
effective date of the merger.

         6. The merger of Call Now Florida with and into Call Now Nevada shall
be authorized in the manner prescribed by the laws of the State of Florida and
the State of Nevada.

         7. In the event that the merger of Call Now Florida with and into Call
Now Nevada shall have been duly authorized in compliance with the laws of the
State of Nevada and the State of Florida, Call

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Now Nevada and Call Now Florida hereby stipulate that they will cause to be
executed and filed and/or recorded any document or documents prescribed by the
laws of the State of Florida and of the State of Nevada, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.

         8. The Board of Directors and the proper officers of Call Now Nevada
and of Call Now Florida, respectively, are hereby authorized, empowered, and
directed to do any and all acts and things, and to make, execute, deliver, file
and/or record any and all instruments, papers and documents which shall be or
become necessary, proper, or convenient to carry out or put into effect any of
the provisions of this Plan of Merger or of the merger herein provided for.


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