EXHIBIT A

     AGREEMENT  AND  PLAN  OF  MERGER


Parties:                    KeyCom,  Inc.
                            A  Delaware  Corporation
                            5707  Corsa  Avenue,  Suite  103
                            Westlake  Village,  California  91362

                            Emergent  Financial  Group,  Inc.
                            a  Delaware  corporation  ("Emergent")
                            232-10711Cambie  Road
                            Richmond,  BC  V6X3G5

                            KeyCom  Holding  Corporation
                            a  Delaware  corporation  ("Newco")
                            232-10711Cambie  Road
                            Richmond,  BC  V6X3G5

Date:                       July  19,  2001

Background:  Newco  is  a wholly owned subsidiary of Emergent.  KeyCom, Emergent
and  Newco have entered into an Agreement and Plan of Reorganization, dated this
date  (the  "Reorganization  Agreement"),  that contemplates the merger of Newco
with  and  into  KeyCom  (the "Merger") in accordance with the provisions of the
Reorganization Agreement and the provisions of this Agreement and Plan of Merger
(this  "Plan").

     Now,  therefore, in consideration of the mutual agreements contained herein
and subject to the satisfaction of the terms and conditions set forth herein and
in  the  Reorganization  Agreement,  the parties hereto, intending to be legally
bound,  agree  as  follows:

     1.     Merger.  KeyCom  shall  be  merged with and into Newco in accordance
with  the  provisions  of  this Plan and in compliance with the Delaware General
Corporation  Law (DGCL and, collectively the "Corporation Laws"), and the Merger
shall  have  the  effect provided for in the Corporation Laws.  Newco (sometimes
referred  to  as the "Surviving Corporation") shall be the surviving corporation
of  the  Merger  and  shall  exist  and  be governed by the laws of the State of
Delaware.  The  corporate existence and identity of Newco, with its purposes and
powers,  shall continue unaffected and unimpaired by the Merger, and Newco shall
become  a  wholly-owned subsidiary of Emergent after the Effective Date.  On the
Effective  Date,  Newco  shall succeed to and be fully vested with the corporate
existence  and  identity  of  KeyCom,  and  the separate corporate existence and
identity  of  KeyCom  shall  cease.

     2.     Name.  The  name  of the Surviving Corporation shall be KeyComKeyCom
Holding  Corporation.

     3.     Charter.  Immediately  after  the  Merger,  the  Certificate  of
Incorporation  of  the Surviving Corporation shall be that of KeyCom immediately
before  the  Merger.

     4.     Bylaws.  Immediately  after  the Merger, the Bylaws of the Surviving
Corporation  shall  be  those  of  KeyCom  immediately  before  the  Merger.


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     5.     Directors.  Immediately  after  the  Merger,  the  directors  of the
Surviving  corporation  shall  be  the  directors  of KeyCom, who shall serve in
accordance  with  the  Bylaws  of  the  Surviving  Corporation:

     6.     Officers.  Immediately  after  the  Merger,  the  officers  of  the
Surviving  Corporation  shall  be  the  officers  of  KeyCom, who shall serve in
accordance  with  the  Bylaws  of  the  Surviving  Corporation:

     7.     Conversion of Newco Stock.  On the Effective Date, each share of the
total  of  20,000  shares  of  common stock of Newco, par value $.001 per share,
issued and outstanding immediately before the Effective Date shall, by virtue of
the  Merger  and  without  any  action  on  the  part  of the holder thereof, be
automatically  converted  into  and  become one share of common stock, par value
$.001  per  share,  of  the  Surviving  Corporation.  It is the intention of the
parties that, immediately after the Merger, Emergent shall own all of the issued
and  outstanding  capital  stock  of  the  Surviving  Corporation.

     8.     Delivery  of  Preferred  Stock.  Subject  to the possible adjustment
described in Section 9 of this Plan, on the Effective Date, the shares of common
stock  of  KeyCom,  par  value $.001 (the "KeyCom Stock") (except for Dissenting
Shares,  as  defined  in  Section  14  of  this  Plan)  issued  and  outstanding
immediately before the Effective Date shall, by virtue of the Merger and without
any  action  on  the part of the holder thereof, be automatically converted into
$25  million of Senior Series E Preferred Stock, par value $.001, possessing all
of  the rights and privileges declared by the Board of Directors of Emergent and
stated in the Certificate of Designations of Rights, Preferences, Privileges and
Restrictions of Preferred Stock of Emergent.  Each former holder of KeyCom stock
shall receive Preferred Stock based in the same percentage of the total issue of
the  Preferred  Stock  as such KeyCom stockholder's percentage of authorized and
issued  common  stock  held  as  of  the  Effective  Date.

     9.     No  Fractional  Shares.  No  fractional  shares  of  Preferred Stock
shall  be  issued  as  a  result  of  the  Merger.  In  lieu  of the issuance of
fractional  shares, the number of shares of Preferred Stock to be issued to each
shareholder  of  KeyCom in accordance with this Plan shall be rounded off to the
nearest  whole  number  of  shares  of  Preferred  Stock.

     10.     KeyCom  Stock held by KeyCom.  On the Effective Date, any shares of
KeyCom Stock that are held by KeyCom (as treasury shares) immediately before the
Effective Date shall, by virtue of the Merger and without any action on the part
of  the  holder  thereof,  be  automatically  canceled.

11.  Dissenting  Shares:

      (a)  Notwithstanding  any  other  provisions of this Plan to the contrary,
shares  of KeyCom stock which are outstanding immediately prior to the Effective
Date  and  which  are held by stockholders of KeyCom who shall have not voted in
favor  of the Merger or consented thereto in writing and who shall have demanded
properly  in writing an appraisal for such shares (collectively, the "Dissenting
Shares")  in accordance with the Plan of Merger (each a "Dissenting Shareholder"
and  collectively,  the  "Dissenting  Shareholders")  shall  not  receive Senior
Preferred  Stock  or  represent  the right to receive such Preferred Stock, such
Dissenting Shareholders being entitled to receive payment of the appraised value
of such shares held by them in accordance with the provisions of the Designation


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of  Rights  attendant  such  shares,  except  that all Dissenting Shares held by
Shareholders  who  shall  have  failed  to  perfect  or  shall  have effectively
withdrawn  or  lost  their rights to appraisal of such shares of KeyCom stock in
accordance  with  the provisions of the Plan of Merger shall thereupon be deemed
to  have  the  right  to  receive  Preferred Shares in accordance with Section 8
hereof,  without  interest  thereon.

     (b)  KeyCom  shall give Emergent and Newco (i) prompt notice of any written
demands  for  payment or appraisal of an Dissenting Shares pursuant to the Pland
of Merger and received by KeyCom relating to shareholders' rights to dissent and
(ii)  the  opportunity  to participate, at its expense, in all negotiations  and
proceedings  with  respect for demand for payment or appraisal under the Plan of
Merger.  KeyCom  shall  not,  without  the prior consent of Emergent voluntarily
make  any  payment  with respect to any demands for payment or appraisals of the
capital  stock  of  KeyCom  or  offer  to  settle  or  settle  any  demands.

     12.     Effective  Date.  As  used in this Plan, the "Effective Date" shall
mean  the  date  upon which this Plan and a proper Certificate of Merger for the
Merger  have  been duly signed and filed with the proper officials of the States
of  Delaware.

     13.     Tax  Consequences.  For  federal income tax purposes, the Merger is
intended to constitute a reorganization within the meaning of Section 368 of the
Code.  The  parties  to this Agreement hereby adopt this Agreement as a "plan of
reorganization" within the meaning of Sections 1.368-2(g)( and 1.368-3(a) of the
United  States  Treasury  Regulations.

     14.     Entire  Understanding.  This  Plan,  together  Registration  Rights
Agreement,  The  Security Agreement, and this Reorganization , states the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersedes all prior oral and written communications and agreements, and all
contemporaneous  oral communications and agreements, with respect to the subject
matter  hereof.  No amendment or modification of this Plan, and no waiver of any
provision  of  this Plan, shall be effective unless in writing and signed by the
party  against whom enforcement is sought.  KeyCom may agree to any amendment or
supplement  to  this  Plan,  or  a  waiver of any provision of this Plan, either
before  or  after  the  approval  of  KeyCom's  stockholders  is  obtained  (as
contemplated  by  the  Reorganization  Agreement)  and  without  seeking further
stockholder  approval,  so long as such amendment, supplement or waiver does not
result  in  a  decrease  in  any of the issuance of Preferred Stock according to
Schedule  "A"  and  a  set  forth  in Section 8 of this Plan, or have a material
adverse  effect  on KeyCom's stockholders.  The obligations of the parties under
this  Plan  shall  be  subject  to  all  of  the  terms  and  conditions  of the
Reorganization  Agreement.  If  the  Reorganization  Agreement  is terminated in
accordance  with  its  terms, then this Plan shall simultaneously terminate, and
the  Merger  shall  be  abandoned  without further action by the parties hereto.

     19.     Parties  in  Interest.  This  Plan  shall  bind,  benefit  and  be
enforceable  by  and  against the parties hereto and their respective successors
and  assigns.  No  party  hereto shall in any manner assign any of its rights or
obligations  under  this  Plan  without the express prior written consent of the
other parties.  Nothing in this Plan or the Reorganization Agreement is intended
to confer, or shall be deemed to confer, any rights or remedies upon any persons
other  than  the parties hereto and their respective stockholders and directors.

     20.     Severability.  If  any  provision  of  this Plan is construed to be
invalid,  illegal  or  unenforceable, then the remaining provisions hereof shall
not  be  affected  thereby  and  shall  be  enforceable  without regard thereto.


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     21.     Counterparts.  This  Plan  may  be  executed  in  any  number  of
counterparts,  each of which when so executed and delivered shall be an original
hereof, and it shall not be necessary in making proof of this Plan to produce or
account  for  more  than  one  counterpart  hereof.

     22.     Section Headings.  Section and subsection headings in this Plan are
for  convenience  of  reference only, do not constitute a part of this Plan, and
shall  not  affect  its  interpretation.

     23.     References.  All  words  used in this Plan shall be construed to be
of  such  number  and  gender  as  the  context  requires  or  permits.

     In  Testimony  Whereof,  each  undersigned  corporation  has  caused  this
Agreement and Plan of Merger to be signed by a duly authorized officer as of the
date  first  stated  above.

KeyCom,  Inc.                                   KeyCom  Holding  Corp.


By:  __________________________         By  ____________________________
     Name:  Arland  D.  Dunn                Name:  Jason  Galanis
     Title: President                       Title: President  and  CEO


Emergent  Financial  Group,  Inc.


By:  __________________________
     Name:  Jason  Galanis
     Title: President  and  CEO


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