<PAGE>

                                                                     Exhibit 2.1


     THIS AGREEMENT AND PLAN OF REINCORPORATION is made and entered into as of
May 18, 2001 (this "Agreement") by and between Heritage Productions, Inc., a
Louisiana corporation (the "Company"), and Heritage Worldwide, Inc., a Delaware
corporation ("Heritage Delaware"). The Company and Heritage Delaware are
sometimes referred to herein as the "Constituent Corporations."


                                    RECITALS

     A. The Company is a corporation duly organized and existing under the laws
of the State of Louisiana and has authorized capital stock of 20,000,000 shares
of common stock, no par value. As of the date hereof, 14,425,000 shares of
common stock were outstanding.

     B. Heritage Delaware is a corporation duly organized and existing under the
laws of the State of Delaware and has authorized capital stock of 55,000,000
shares, 50,000,000 of which are common stock, $.001 par value, and 5,000,000 of
which are preferred stock, $.001 par value. As of the date hereof, 1,000 shares
of common stock were issued and outstanding, all of which were owned by the
Company. No shares of preferred stock had been issued or were outstanding.

     C. The Board of Directors of the Company has determined that, for the
purpose of effecting the reincorporation of the Company in the State of
Delaware, it is advisable and in the best interests of the Company and its
shareholders that the Company merge with and into Heritage Delaware upon the
terms and conditions herein provided.

     D. The respective Boards of Directors of the Company and Heritage Delaware
have approved this Agreement and have directed that this Agreement be submitted
to a vote of their respective stockholders and executed by the undersigned
officers.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the Company and Heritage Delaware 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
Louisiana Business Corporation Law and the Delaware General Corporation Law, the
Company shall be merged with and into Heritage Delaware (the "Merger"), the
separate existence of the Company shall cease and Heritage Delaware shall be,
and is herein sometimes referred to as, the "Surviving Corporation," and the
name of the Surviving Corporation shall be "Heritage Worldwide, Inc."

     1.2 Filing and Effectiveness. The Merger shall become effective when the
following actions shall have been completed:
<PAGE>

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

     (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 or an executed counterpart of this
Agreement, together with any and all other necessary documents and instruments,
meeting the requirements of the Louisiana Business Corporation Law shall have
been filed with the Secretary of State of the State of Louisiana.

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

     1.3 Effect of the Merger. Upon the Effective Time of the Merger, the
separate existence of the Company shall cease and Heritage Delaware, as the
Surviving Corporation, (i) shall continue to possess all of its assets, rights,
powers and property as constituted immediately prior to the Effective Time of
the Merger, (ii) shall be subject to all actions previously taken by its and the
Company's Board of Directors, (iii) shall succeed, without other transfer, to
all of the assets, rights, powers and property of the Company 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 Time of the Merger and (v) shall
succeed, without other transfer, to all of the debts, liabilities and
obligations of the Company in the same manner as if Heritage Delaware had itself
incurred them, all as more fully provided under the applicable provisions of the
Delaware General Corporation Law and the Louisiana Business Corporation Law.

                  II. CHARTER DOCUMENTS; DIRECTORS AND OFFICERS

     2.1 Certificate of Incorporation. The Certificate of Incorporation of
Heritage Delaware as in effect immediately prior to the Effective Time 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 Heritage Delaware as in effect immediately prior
to the Effective Time 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 Heritage Delaware
immediately prior to the Effective Time of the Merger shall be the directors and
officers of the Surviving

                                       2
<PAGE>

Corporation until their successors 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 The Company's Common Stock. At the Effective Time of the Merger, each
share of the Company's common stock, no par value, issued and outstanding
immediately prior thereto shall, by virtue of the Merger and without any action
by the Constituent Corporations, the holder of such share or any other person,
be converted into and exchanged for one fully paid and nonassessable share of
common stock, $.001 par value, of the Surviving Corporation.

     3.2 Heritage Delaware Common Stock. At the Effective Time of the Merger,
each share of Heritage Delaware common stock, $.001 par value, issued and
outstanding immediately prior thereto shall, by virtue of the Merger and without
any action by Heritage Delaware, the holder of such share or any other person,
be canceled and returned to the status of authorized but unissued shares.

     3.3 Exchange of Certificates. At the Effective Time of the Merger, each
holder of an outstanding certificate representing shares of the Company's common
stock may, at such stockholder's option, surrender the same for cancellation to
Interwest Transfer Co. Inc., P.O. Box 17136, Salt Lake City, UT 84117, 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 the Company's 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 the
Company's 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 as the certificates of the Company so converted
and given in exchange therefor, unless otherwise determined by the Board of
Directors of the Surviving Corporation in compliance with applicable laws.

     If any certificate for shares of Heritage Delaware 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

                                       3

<PAGE>

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 Heritage Delaware that such tax has been paid or is not payable.

                                   IV. GENERAL

     4.1 Further Assurances. From time to time, as and when required by Heritage
Delaware or by its successors or assigns, there shall be executed and delivered
on behalf of the Company 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 Heritage Delaware the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of the Company and otherwise to carry out the purposes of this
Agreement and the officers and directors of Heritage Delaware are fully
authorized in the name and on behalf of the Company or otherwise to take any and
all such action and to execute and deliver any and all such deeds and other
instruments.

     4.2 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 the Company or of Heritage
Delaware, or of both, notwithstanding the approval of this Agreement by the
shareholders of the Company or by the sole stockholder of Heritage Delaware, or
by both.

     4.3 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 stockholders 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.

     4.4 Registered Office. The registered office of the Surviving Corporation
in the State of Delaware is located at 615 DuPont Highway, Dover, Delaware
19901, and National Corporate Research, Ltd. is the registered agent of the
Surviving Corporation at such address.

     4.5 Agreement. Executed copies of this Agreement will be on file at the
principal place of business of the Surviving Corporation at 712 Fifth Avenue,
7th Floor, New York, NY 10019, and copies thereof will be furnished to any
stockholder of either Constituent Corporation, upon request and without cost.

                                       4

<PAGE>


     4.6 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
Louisiana Business Corporation Law.

     4.7 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 the Company and Heritage Delaware, is
hereby executed on behalf of each of such two corporations and attested by their
respective officers thereunto duly authorized.



HERITAGE PRODUCTIONS, INC.,                     HERITAGE WORLDWIDE, INC.,
a Louisiana corporation                         a Delaware corporation


By: /s/ Howard Blum                             By: /s/ Howard Blum
    ------------------------                        ------------------------
      Name:     Howard Blum                     Name:     Howard Blum
      Title:    President                       Title:    President


By:  /s/ Howard Blum                            By: /s/ Howard Blum
     ------------------------                       ------------------------
      Name:     Howard Blum                     Name:     Howard Blum
      Title:    Secretary                       Title:    Secretary








                                      5