Exhibit 10.4


         AGREEMENT   AND  PLAN  OF   MERGER   between   CHATSWORTH   ACQUISITION
CORPORATION,  a Delaware corporation  ("Chatsworth"),  and AMERICOM USA, INC., a
Delaware  corporation doing business as TeleSpace  ("AmeriCom"),  Chatsworth and
AmeriCom being sometimes referred to herein as the "Constituent Corporations."

         WHEREAS,  the board of directors of each Constituent  Corporation deems
it advisable that the Constituent  Corporations  merge into a single corporation
("the Merger");

         NOW,  THEREFORE,  in  consideration  of the premises and the respective
mutual covenants,  representations and warranties herein contained,  the parties
agree as follows:

         1.  Surviving  Corporation.  AmeriCom  shall  be  merged  with and into
Chatsworth which shall be the surviving corporation  (hereinafter the "Surviving
Corporation") in accordance with the applicable laws of the State of Delaware.

         2. Merger Date.  The Merger shall become  effective (the "Merger Date")
upon the completion of:

          (i)  Adoption of this Agreement by the shareholders of AmeriCom and by
               the   shareholders   of   Chatsworth   pursuant  to  the  General
               Corporation Law of Delaware; and

          (ii) Execution  and  filing  of the  Certificate  of  Merger  with the
               Secretary  of State of the State of Delaware in  accordance  with
               the General Corporation Law of Delaware.

         3. Time of Filings.  The  Certificate of Merger shall be filed with the
Commissioner  of  Corporations  of the  Secretary of State of Delaware  upon the
approval of this Agreement by the  shareholders of the Constituent  Corporations
and the fulfillment or waiver of the terms and conditions herein.

         4.  Accounting  Period.  Notwithstanding  any  other  provision  herein
relating to the Merger Date, for all  accounting  purposes the effective date of
the Merger shall be as of November 30, 1998.

         5.  Governing Law. The Surviving  Corporation  shall be governed by the
laws of the State of Delaware.

         6.  Certificate of  Incorporation.  The Certificate of Incorporation of
Chatsworth   shall  be  the  Certificate  of   Incorporation  of  the  Surviving
Corporation  from  and  after  the  Merger  Date,  subject  to the  right of the
Surviving  Corporation to amend its Certificate of  Incorporation  in accordance
with the laws of the State of Delaware.

         7. Bylaws. The Bylaws of the Surviving  Corporation shall be the Bylaws
of Chatsworth as in effect on the date of this Agreement.

         8. Name of Surviving Corporation. The Surviving Corporation will change
its name to  "AMERICOM  USA,  INC." or such name as it may  choose  and shall be
available.

         9.  Conversion.  The mode of  carrying  the merger  into effect and the
manner  and basis of  converting  the  shares  of  AmeriCom  into  shares of the
Surviving Corporation are as follows:

              9.1.  The  aggregate  number of shares of  AmeriCom  Common  Stock
issued and  outstanding  on the Merger Date  shall,  by virtue of the merger and
without  any action on the part of the holders  thereof,  be  converted  into an
aggregate  of  29,650,000  shares of  Chatsworth  Common  Stock  adjusted by any
increase for  fractional  shares and reduced by any Dissenting  Shares  (defined
below).

              9.2. Subject to such adjustments, there shall be 30,000,000 shares
of Chatsworth  Common Stock issued and outstanding upon completion of the Merger
held as follows:  29,650,000  common shares held by the shareholders of AmeriCom
and 350,000 common shares held by the existing shareholders of Chatsworth.

              9.3. The Chatsworth Common Stock shall be issued to the holders of
such  AmeriCom  Common Stock in exchange for their shares on a pro rata basis in
accordance  with each holder's  relative  ownership of the AmeriCom Common Stock
that is being exchanged.

              9.4.   All   outstanding   warrants  of  AmeriCom  and  any  other
outstanding rights to purchase stock of AmeriCom shall be adjusted,  pursuant to
the terms contained in such warrants or other rights  documents,  for conversion
to  warrants  or rights to  purchase  stock of  Chatsworth  on the same ratio as
provided herein for holders of AmeriCom Common Stock.

              9.5.  Fractional  shares of  Chatsworth  Common Stock shall not be
issued,  but in lieu thereof  Chatsworth shall round up fractional shares to the
next highest whole number.

              9.6.  The  shares  of  Chatsworth  Common  Stock to be  issued  in
exchange for AmeriCom Common Stock hereunder shall be proportionately reduced by
any shares owned by AmeriCom  shareholders who shall have timely objected to the
merger  (the  "Dissenting  Shares") in  accordance  with the  provisions  of the
General  Corporation  I.aw of Delaware,  which  objections will be dealt with as
provided in those sections.

              9.7.  Each  share of  AmeriCom  Common  Stock  that is issued  and
outstanding  and owned by AmeriCom  on the Merger  Date shall,  by virtue of the
merger and without any action on the part of AmeriCom, be retired and cancelled.

              9.8. Each certificate evidencing ownership of shares of Chatsworth
Common Stock issued and  outstanding on the Merger Date or held by Chatsworth in
its treasury shall  continue to evidence  ownership of the same number of shares
of Chatsworth Common Stock.

         10.  Exchange of  Certificates.  As promptly as  practicable  after the
Merger  Date,  each  holder  of  an  outstanding   certificate  or  certificates
theretofore   representing   shares  of  AmeriCom   Common   Stock  (other  than
certificates representing Dissenting Shares) shall surrender such certificate(s)
for cancellation to the party designated by the Surviving  Corporation to handle
such  exchange  (the  "Exchange  Agent"),   and  shall  receive  in  exchange  a
certificate or certificates representing the number of full shares of Chatsworth
Common Stock into which the

<PAGE>

Agreement and Plan of Merger                                       Page Number 2
--------------------------------------------------------------------------------

shares of AmeriCom  Common Stock  represented by the certificate or certificates
so surrendered shall have been converted.

         11.  Unexchanged  Certificates.  Until  surrendered,  each  outstanding
certificate  that prior to the Merger Date  represented  AmeriCom  Common  Stock
(other than certificates representing Dissenting Shares) shall be deemed for all
purposes,  other  than the  payment  of  dividends  or other  distributions,  to
evidence ownership of the number of shares of Chatsworth Common Stock into which
it was  converted.  No  dividend  or other  distribution  payable  to holders of
Chatsworth  Common Stock as of any date  subsequent  to the Merger Date shall be
paid to the  holders of  outstanding  certificates  of  AmeriCom  Common  Stock;
provided,  however,  that  upon  surrender  and  exchange  of  such  outstanding
certificates (other than certificates  representing  Dissenting  Shares),  there
shall be paid to the  record  holders  of the  certificates  issued in  exchange
therefor  the  amount,   without  interest  thereon,   of  dividends  and  other
distributions  that would have been payable  subsequent  to the Merger Date with
respect to the shares of Chatsworth Common Stock represented thereby.

         12.  Board of  Directors  and  Officers.  The  members  of the board of
directors  of the  Surviving  Corporation  shall be the  members of the board of
directors  of  AmeriCom  on the  Merger  Date or such  others  as  AmeriCom  may
designate.  The officers of the Surviving  Corporation  shall be the officers of
AmeriCom on the Merger Date or such others as AmeriCom may designate.

         13. Effect of the Merger. On the Merger Date, the separate existence of
AmeriCom shall cease (except  insofar as continued by statute),  and it shall be
merged  with  and  into  the  Surviving  Corporation.  All the  property,  real,
personal, and mixed, of each of the Constituent Corporations,  and all debts due
to  either  of  them,  shall  be  transferred  to and  vested  in the  Surviving
Corporation,  without  further  act or deed.  The  Surviving  Corporation  shall
thenceforth be responsible and liable for all the  liabilities and  obligations,
including   liabilities  to  holders  of  Dissenting  Shares,  of  each  of  the
Constituent  Corporations,  and any  claim or  judgment  against  either  of the
Constituent Corporations may be enforced against the Surviving Corporation.

         14.  Approval of  Shareholders.  This Agreement shall be adopted by the
shareholders  of the Constituent  Corporations at meetings of such  shareholders
called for that purpose or by written  consent  pursuant to the laws  applicable
thereto.  There  shall  be  required  for the  adoption  of this  Agreement  the
affirmative vote of the holders of at least a majority of the holders of all the
shares of the Common Stock issued and  outstanding and entitled to vote for each
of the Constituent Corporations.

         15. Representations and Warranties of AmeriCom. AmeriCom represents and
warrants that:

              15.1.  Corporate  Organization  and Good  Standing.  AmeriCom is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of  Delaware,  and is  qualified  to do  business as a foreign
corporation  in each  jurisdiction,  if any,  in which its  property or business
requires such qualification.

<PAGE>

Agreement and Plan of Merger                                       Page Number 3
--------------------------------------------------------------------------------

              15.2. Capitalization. AmeriCom's authorized capital stock consists
of shares of Common Stock, $.___ par value, of which _________ shares are issued
and outstanding, and no preferred stock.

              15.3. Issued Stock. All the outstanding shares of its Common Stock
are duly authorized and validly issued, fully paid and nonassessable.

              15.4.  Corporate  Authority.  AmeriCom has all requisite corporate
power and authority to own,  operate and lease its  properties,  to carry on its
business  as it is now being  conducted  and to  execute,  deliver,  perform and
conclude  the  transactions   contemplated  by  this  Agreement  and  all  other
agreements and instruments related to this Agreement.

              15.5.  Authorization.  Execution of this  Agreement  has been duly
authorized and approved by AmeriCom's board of directors.

              15.6. Subsidiaries. AmeriCom has no subsidiaries.

              15.7.  Financial  Statements.  AmeriCom's unaudited balance sheets
and the related  statements of income and retained  earnings  dated December 31,
1997,  copies of which will have been delivered by AmeriCom to Chatsworth  prior
to the Merger Date (the  "AmeriCom  Financial  Statements"),  fairly present the
financial  condition  of AmeriCom as of the date  therein and the results of its
operations  for the periods then ended in  conformity  with  generally  accepted
accounting principles consistently applied.

              15.8.  Absence of  Undisclosed  Liabilities.  Except to the extent
reflected or reserved against in the AmeriCom Financial Statements, AmeriCom did
not have at that  date  any  liabilities  or  obligations  (secured,  unsecured,
contingent,  or  otherwise)  of a nature  customarily  reflected  in a corporate
balance  sheet  prepared  in  accordance  with  generally  accepted   accounting
principles.

              15.9.  No Material  Changes.  There has been no  material  adverse
change in the business, properties, or financial condition of AmeriCom since the
date of the AmeriCom Financial Statements.

              15.10. Litigation. There is not, to the knowledge of AmeriCom, any
pending,  threatened,  or existing litigation,  bankruptcy,  criminal, civil, or
regulatory  proceeding  or  investigation,  threatened or  contemplated  against
AmeriCom or against any of its officers.

              15.11. Contracts. AmeriCom is not a party to any material contract
not in the  ordinary  course of business  that is to be performed in whole or in
part at or after the date of this Agreement.

              15.12.  Title.  AmeriCom has good and marketable  title to all the
real  property  and good and valid title to all other  property  included in the
AmeriCom Financial  Statements.  Except as set out in the balance sheet thereof,
the properties of AmeriCom are not subject to any mortgage, encumbrance, or lien
of any kind except minor encumbrances that do not materially  interfere with the
use of the property in the conduct of the business of AmeriCom.

<PAGE>

Agreement and Plan of Merger                                       Page Number 4
--------------------------------------------------------------------------------

              15.13. Tax Returns. All federal, state, county, municipal,  local,
foreign  and  other  taxes  and  assessments,  including  any and all  interest,
penalties and additions imposed with respect to such amounts, have been properly
prepared and filed by AmeriCom for all years to and  including  the taxable year
ending  December 31, 1997. The provisions for federal and state taxes  reflected
in the AmeriCom  Financial  Statements are adequate to cover any such taxes that
may be assessed  against  AmeriCom in respect of its business and its operations
during the periods  covered by the AmeriCom  Financial  Statements and all prior
periods.

              15.14.   No  Violation.   Consummation  of  the  merger  will  not
constitute  or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law,  or  regulation  to which any  property  of AmeriCom is subject or by which
AmeriCom is bound.

         16. Representations and Warranties of Chatsworth. Chatsworth represents
and warrants that:

              16.1.  Corporate  Organization and Good Standing.  Chatsworth is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of  Delaware,  and is  qualified  to do  business as a foreign
corporation  in each  jurisdiction,  if any,  in which its  property or business
requires such qualification.

              16.2. Reporting Company.  Chatsworth has filed with the Securities
and Exchange Commission a registration statement on Form F-10 which was declared
effective  pursuant to the  Securities  Exchange  Act of 1934 and is a reporting
company pursuant toss. 12 thereunder.

              16.3. Reporting Company Status. Chatsworth has timely filed and is
current on all reports  required to be filed by it pursuant  toss.  12(g) of the
Securities Exchange Act of 1934.

              16.4.   Capitalization.   Chatsworth's  authorized  capital  stock
consists  of  100,000,000  shares of Common  Stock,  $.0001 par value,  of which
5,000,000  shares  are  issued  and  outstanding,   and  20,000,000   shares  of
non-designated preferred stock of which no shares are outstanding.

              16.5. Stock Rights.  There are no stock grants,  options,  rights,
warrants  or other  rights  to  purchase  or  obtain  the  Chatsworth  Common or
Preferred Stock issued or committed to be issued.

              16.6. Issued Stock. All the outstanding shares of its Common Stock
were duly authorized and validly issued, fully paid and non-assessable.

              16.7. Corporate Authority.  Chatsworth has all requisite corporate
power and authority to own,  operate and lease its  properties,  to carry on its
business  as it is now being  conducted  and to  execute,  deliver,  perform and
conclude  the  transactions   contemplated  by  this  Agreement  and  all  other
agreements and instruments related to this Agreement.

<PAGE>

Agreement and Plan of Merger                                       Page Number 5
--------------------------------------------------------------------------------

              16.8.  Authorization.  Execution of this  Agreement  has been duly
authorized and approved by Chatsworth's board of directors.

              16.9. Subsidiaries. Chatsworth has no subsidiaries.

              16.10.  Financial Statements.  Chatsworth's audited balance sheets
and the related statements of income and retained earnings, dated as of December
16, 1997,  copies of which will have been delivered by Chatsworth to AmeriCom by
the Merger Date (the  "Chatsworth  Financial  Statements"),  fairly  present the
financial  condition of Chatsworth as of the date therein and the results of its
operations  for the periods then ended in  conformity  with  generally  accepted
accounting principles consistently applied.

              16.11.  Absence of Undisclosed  Liabilities.  Except to the extent
reflected or reserved against in the Chatsworth Financial Statements, Chatsworth
did not have at that date any  liabilities or obligations  (secured,  unsecured,
contingent,  or  otherwise)  of a nature  customarily  reflected  in a corporate
balance  sheet  prepared  in  accordance  with  generally  accepted   accounting
principles.

              16.12.  No Material  Changes.  There has been no material  adverse
change in the business,  properties,  or financial condition of Chatsworth since
the date of the Chatsworth Financial Statements.

              16.13.  Litigation.  There is not, to the knowledge of Chatsworth,
any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory  proceeding  or  investigation,  threatened or  contemplated  against
Chatsworth or against any of its officers.

              16.14.  Contracts.  Chatsworth  is not a  party  to  any  material
contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this Agreement.

              16.15. Title.  Chatsworth has good and marketable title to all the
real  property  and good and valid title to all other  property  included in the
Chatsworth Financial Statements. Except as set out in the balance sheet thereof,
the  properties of Chatsworth are not subject to any mortgage,  encumbrance,  or
lien of any kind except minor encumbrances that do not materially interfere with
the use of the property in the conduct of the business of Chatsworth.

              16.16. Tag Returns. All federal, state, county, municipal,  local,
foreign  and  other  taxes  and  assessments,  including  any and all  interest,
penalties and additions imposed with respect to such amounts, have been properly
prepared and filed by Chatsworth for all years to and including the taxable year
ending December 31, 1997. Any and all federal, state, county, municipal,  local,
foreign  and  other  taxes  and  assessments,  including  any and all  interest,
penalties and additions imposed with respect to such amounts for the year ending
December 31, 1998, have been paid or if any is outstanding as at the date hereof
provision  has been made  prorated to the date hereof to be an adjustment to the
credit of AmeriCom payable to AmeriCom on the merger hereof.  The provisions for
federal and state taxes  reflected in the  Chatsworth  Financial  Statements are
adequate  to cover any such taxes that may be  assessed  against

<PAGE>

Agreement and Plan of Merger                                       Page Number 6
--------------------------------------------------------------------------------

Chatsworth  in respect of its  business  and its  operations  during the periods
covered by the Chatsworth Financial Statements and all prior periods.

              16.17.   No  Violation.   Consummation  of  the  merger  will  not
constitute  or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or  regulation  to which any property of  Chatsworth is subject or by which
Chatsworth is bound.

         17. Conduct of AmeriCom Pending the Merger Date

         AmeriCom  covenants  that  between the date of this  Agreement  and the
Merger Date:

              17.1.   No  change  will  be  made  in   AmeriCom's   articles  of
incorporation or bylaws.

              17.2.  AmeriCom  will not make any  change  in its  authorized  or
issued  capital  stock,  declare or pay any  dividend or other  distribution  or
issue,  encumber,  purchase, or otherwise acquire any of its capital stock other
than as provided herein.

              17.3.  AmeriCom will submit this  Agreement for its  shareholders'
approval with a favorable  recommendation by its board of directors and will use
its best efforts to obtain the requisite shareholder approval.

              17.4.  AmeriCom will use its best efforts to maintain and preserve
its business organization, employee relationships, and goodwill intact, and will
not  enter  into any  material  commitment  except  in the  ordinary  course  of
business.

         18. Conduct of Chatsworth Pending the Merger Date

         Chatsworth  covenants  that between the date of this  Agreement and the
Merger Date:

              18.1.  No  change  will  be made in  Chatsworth's  certificate  of
incorporation or bylaws.

              18.2.  Chatsworth  will not make any change in its  authorized  or
issued  capital  stock,  declare or pay any  dividend or other  distribution  or
issue,  encumber,  purchase,  or  otherwise  acquire  any of its  capital  stock
otherwise than as provided herein.

              18.3.  Chatsworth will submit this Agreement for its shareholders'
approval with a favorable  recommendation by its board of directors and will use
its best efforts to obtain the requisite shareholder approval.

              18.4.  Chatsworth  will  use its  best  efforts  to  maintain  and
preserve its business organization, employee relationships, and goodwill intact,
and will not enter into any material commitment except in the ordinary course of
business.

<PAGE>

Agreement and Plan of Merger                                       Page Number 7
--------------------------------------------------------------------------------

         19.  Conditions   Precedent  to  Obligation  of  AmeriCom.   AmeriCom's
obligation  to  consummate  this merger  shall be subject to  fulfillment  on or
before the Merger Date of each of the  following  conditions,  unless  waived in
writing by AmeriCom:

              19.1.   Chatsworth's    Representations   and   Warranties.    The
representations  and warranties of Chatsworth set forth herein shall be true and
correct at the  Merger  Date as though  made at and as of that  date,  except as
affected by transactions contemplated hereby.

              19.2. Chatsworth's Covenants.  Chatsworth shall have performed all
covenants  required by this  Agreement  to be  performed  by it on or before the
Merger Date.

              19.3.  Shareholder  Approval.   This  Agreement  shall  have  been
approved by the required number of shareholders of the Constituent Corporations.

              19.4.  Supporting  Documents of Chatsworth.  Chatsworth shall have
delivered to AmeriCom supporting documents in form and substance satisfactory to
AmeriCom, to the effect that:

              (i) Chatsworth is a corporation duly organized,  validly existing,
and in good standing.

              (ii)  Chatsworth's  authorized  and issued capital stock is as set
forth herein.

              (iii) The execution and  consummation  of this Agreement have been
duly authorized and approved by Chatsworth's board of directors.

         20.  Conditions  Precedent to  Obligation of  Chatsworth.  Chatsworth's
obligation  to  consummate  this merger  shall be subject to  fulfillment  on or
before the Merger Date of each of the  following  conditions,  unless  waived in
writing by Chatsworth:

              20.1.    AmeriCom's    Representations    and   Warranties.    The
representations  and  warranties  of AmeriCom set forth herein shall be true and
correct at the  Merger  Date as though  made at and as of that  date,  except as
affected by transactions contemplated hereby.

              20.2.  AmeriCom's  Covenants.  AmeriCom  shall have  performed all
covenants  required by this  Agreement  to be  performed  by it on or before the
Merger Date.

              20.3.  Shareholder  Approval.   This  Agreement  shall  have  been
approved by the required number of shareholders of the Constituent Corporations.

              20.4.  Supporting  Documents  of  AmeriCom.  AmeriCom  shall  have
delivered to Chatsworth supporting documents in form and substance  satisfactory
to Chatsworth to the effect that:

              (i) AmeriCom is a corporation  duly organized,  validly  existing,
and in good standing.

              (ii)  AmeriCom's  authorized  and issued  capital  stock is as set
forth herein.

<PAGE>

Agreement and Plan of Merger                                       Page Number 8
--------------------------------------------------------------------------------

              (iii) The execution and  consummation  of this Agreement have been
duly authorized and approved by AmeriCom's board of directors.

         21.  Access.  From the date hereof to the Merger Date,  Chatsworth  and
AmeriCom shall provide each other with such  information and permit each other's
officers and representatives such access to its properties and books and records
as the other  may from time to time  reasonably  request.  If the  merger is not
consummated,  all documents  received in connection with this Agreement shall be
returned to the party furnishing such documents, and all information so received
shall be treated as confidential.

         22. Closing

              22.1.  The  transfers  and  deliveries to be made pursuant to this
Agreement (the "Closing")  shall be made by and take place at the offices of the
Exchange  Agent or other  location  designated by the  Constituent  Corporations
without requiring the meeting of the parties hereof. All proceedings to be taken
and all  documents  to be executed  at the Closing  shall be deemed to have been
taken, delivered and executed simultaneously,  and no proceeding shall be deemed
taken nor  documents  deemed  executed or  delivered  until all have been taken,
delivered and executed.

              22.2.  Any copy,  facsimile  telecommunication  or other  reliable
reproduction  of the writing or  transmission  required by this Agreement or any
signature  required  thereon  may be  used in lieu  of an  original  writing  or
transmission  or signature for any and all purposes for which the original could
be  used,  provided  that  such  copy,  facsimile   telecommunication  or  other
reproduction shall be a complete  reproduction of the entire original writing or
transmission or original signature.

              22.3. At the Closing, AmeriCom shall deliver to the Exchange Agent
in satisfactory form, if not already delivered to Chatsworth:

              (i) A list of the holders of the shares of AmeriCom  Common  Stock
being  exchanged  with an  itemization of the number of shares held by each, the
address of each holder,  and the aggregate number of shares of Chatsworth Common
Stock to be issued to each holder;

              (ii) Evidence of the consent of  shareholders  of AmeriCom to this
Agreement;

              (iii)  Certificate  of the  Secretary of State of Delaware as of a
recent date as to the good standing of AmeriCom;

              (iv) Certified copies of the resolutions of the board of directors
of AmeriCom  authorizing the execution of this Agreement and the consummation of
the Merger;

              (v) The AmeriCom Financial Statements;

              (vi)  Secretary's  certificate  of  incumbency of the officers and
directors of AmeriCom; and

<PAGE>

Agreement and Plan of Merger                                       Page Number 9
--------------------------------------------------------------------------------

              (vii) Any  document  as may be  specified  herein or  required  to
satisfy the  conditions,  representations  and warranties  enumerated  elsewhere
herein.

              22.4.  At the Closing,  Chatsworth  shall  deliver to the Exchange
Agent in satisfactory form, if not already delivered to AmeriCom:

              (i) A list of the shareholders of record of Chatsworth, including,
wherever available, addresses and telephone numbers;

              (ii) Evidence of the consent of shareholders of Chatsworth to this
Agreement;

              (iii)  Certificate  of the  Secretary of State of Delaware as of a
recent date as to the good standing of Chatsworth;

              (iv) Certified copies of the resolutions of the board of directors
of Chatsworth  authorizing the execution of this Agreement and the  consummation
of the merger;

              (v) The Chatsworth Financial Statements;

              (vi)  Secretary's  certificate  of  incumbency of the officers and
directors of Chatsworth; and

              (vii) Any  document  as may be  specified  herein or  required  to
satisfy the  conditions,  representations  and warranties  enumerated  elsewhere
herein.

         23. Survival of Representations and Warranties. The representations and
warranties  of the  Constituent  Corporations  set out herein shall  survive the
Merger Date.

         24. Arbitration

              24.1.  Scope.  The  parties  hereby  agree that any and all claims
(except only for requests for  injunctive  or other  equitable  relief)  whether
existing  now,  in the past or in the  future  as to which  the  parties  or any
affiliates may be adverse parties,  and whether arising out of this agreement or
from any other  cause,  will be  resolved  by  arbitration  before the  American
Arbitration Association.

              24.2.  Situs.  The  parties  hereby  irrevocably  consent  to  the
jurisdiction  of the  American  Arbitration  Association  and the  situs  of the
arbitration  within the State of Delaware at a time and place chosen by American
Arbitration Association. Any award in arbitration may be entered in any domestic
or foreign court having jurisdiction over the enforcement of such awards.

              24.3.  Applicable  Law. The law applicable to the  arbitration and
this agreement shall be that of the State of Delaware, determined without regard
to its provisions which would otherwise apply to a question of conflict of laws.
Any dispute as to the applicable law shall be decided by the arbitrator.

<PAGE>

Agreement and Plan of Merger                                      Page Number 10
--------------------------------------------------------------------------------

              24.4.  Disclosure  and  Discovery.  The  arbitrator  may,  in  its
discretion,  allow the parties to make  reasonable  disclosure  and discovery in
regard to any  matters  which are the subject of the  arbitration  and to compel
compliance  with such disclosure and discovery  order.  The arbitrator may order
the parties to comply with all or any of the disclosure and discovery provisions
of the Federal Rules of Civil Procedure,  as they then exist, as may be modified
by the  arbitrator  consistent  with the  desire to  simplify  the  conduct  and
minimize the expense of the arbitration.

              24.5.  Rule of Law.  Regardless of any practices of arbitration to
the contrary,  the arbitrator  will apply the rules of contract and other law of
the  jurisdiction  whose law applies to the  arbitration so that the decision of
the arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.

              24.6.  Finality  and Fees.  Any award or decision by the  American
Arbitration  Association shall be final, binding and non-appealable except as to
errors of law. Each party to the arbitration shall pay its own costs and counsel
fees.

              24.7. Measure of Damages. In any adverse action, the parties shall
restrict  themselves to claims for  compensatory  damages and no claims shall be
made by any party or affiliate for lost profits, punitive or multiple damages.

              24.8.  Covenant  Not to Sue.  The parties  covenant  that under no
conditions  will any party or any  affiliate  file any action  against the other
(except only  requests for  injunctive or other  equitable  relief) in any forum
other than before the American  Arbitration  Association,  and the parties agree
that any such action, if filed, shall be dismissed upon application and shall be
referred  for  arbitration  hereunder  with  costs  and  attorney's  fees to the
prevailing party.

              24.9.  Intention.  It is the  intention  of the  parties and their
affiliates that all disputes of any nature between them, whenever arising,  from
whatever cause, based on whatever law, rule or regulation,  whether statutory or
common law, and however  characterized,  be decided by  arbitration  as provided
herein and that no party or affiliate be required to litigate in any other forum
any disputes or other  matters  except for requests for  injunctive or equitable
relief.  This agreement  shall be  interpreted  in conformance  with this stated
intent of the parties and their affiliates.

         25. General Provisions

              25.1.  Further  Assurances.  From time to time,  each  party  will
execute such  additional  instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this Agreement.

              25.2.  Waiver.  Any failure on the part of either  party hereto to
comply with any of its obligations,  agreements,  or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.

<PAGE>

Agreement and Plan of Merger                                      Page Number 11
--------------------------------------------------------------------------------

              25.3.  Brokers.  Each party agrees to indemnify  and hold harmless
the other  party  against  any fee,  loss,  or expense  arising out of claims by
brokers or finders employed or alleged to have been employed by the indemnifying
party.

              25.4.  Notices.  All  notices and other  communications  hereunder
shall be in  writing  and shall be deemed to have  been  given if  delivered  in
person or sent by prepaid first-class  certified mail, return receipt requested,
or recognized commercial courier service, as follows:

                  If to Chatsworth, to:

                  Chatsworth Acquisition Corporation
                  1504 R Street, N. W.
                  Washington, D.C.  20009

                  If to AmeriCom, to:

                  AmeriCom USA, Inc.
                  d/b/a TeleSpace
                  124 South Halcyon Road
                  Arroyo Grande, California  93420

         26.  Governing Law. This  Agreement  shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.

         27.  Assignment.  This Agreement  shall inure to the benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.

         28. Counterparts.  This Agreement may be executed simultaneously in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.  Signatures sent by
facsimile  transmission shall be deemed to be evidence of the original execution
thereof.

         29.  Effective  Date.  This effective  date of this Agreement  shall be
November 23, 1998.

<PAGE>

Agreement and Plan of Merger                                      Page Number 12
--------------------------------------------------------------------------------

                 Signature Page to Agreement and Plan of Merger
                 between Chatsworth Acquisition Corporation and
                               AmeriCom USA, Inc.


         IN WITNESS WHEREOF, the parties have executed this Agreement.


                                            CHATSWORTH ACQUISITION CORPORATION



                                            By:/s/ James Cassidy
                                               ---------------------------------
                                               President

                                            AMERICOM USA, INC.



                                            By:/s/ Robert M. Cezar
                                               ---------------------------------
                                                   CEO