EXHIBIT 2.1

                          PLAN AND AGREEMENT OF MERGER


THIS PLAN AND  AGREEMENT OF MERGER,  dated April 8, 1996 (the  "Agreement"),  is
entered  into  between  SPORTS &  RECREATION  REINCORPORATION,  INC.,  a Florida
corporation  ("FLORIDA") and SPORTS & RECREATION,  INC., a Delaware  corporation
("SPORTS").

                                    RECITALS

     A. SPORTS has an  aggregate  authorized  capital of  100,000,000  shares of
Common  Stock,  par value of $0.01 per share (the  "SPORTS  Common  Stock"),  of
which, as of March 15, 1996, 19,778,031 were duly issued and outstanding.

     B. FLORIDA has an aggregate  authorized capital stock of 100,000,000 shares
of Common Stock,  par value of $0.01 per share (the "FLORIDA Common Stock"),  of
which 19,778,031 shares have been duly issued and are now outstanding.

     C. The  respective  Boards of Directors of FLORIDA and SPORTS  believe that
the best interests of FLORIDA and SPORTS and their respective  stockholders will
be  served by the  merger  of SPORTS  with  FLORIDA  under and  pursuant  to the
provisions of this Agreement and the Delaware  General  Corporation  Law and the
Florida General Corporation Act.


                                   AGREEMENT

     In consideration of the Recitals and of the mutual agreements  contained in
this Agreement, the parties hereto agrees as set forth below.

1. MERGER

   SPORTS shall be merged with and into FLORIDA (the "MERGER").

2. SHAREHOLDER APPROVAL

     Prior to the filing of this  Agreement or a certificate  of merger with the
Secretary of State of Delaware,  or of Articles of Merger with the  Secretary of
State of Florida,  the majority of the outstanding  shares of SPORTS entitled to
vote at the 1996 Annual  Meeting of  Stockholders  of SPORTS shall have approved
this Agreement and the transaction contemplated hereby.

3. EFFECTIVE DATE

     The Merger shall become effective  immediately upon the later of the filing
of this  Agreement  or a  certificate  of merger with the  Secretary of State of
Delaware in accordance with the Delaware General  Corporation Law and the filing
of articles of merger with the Secretary of State of Florida in accordance  with
the Florida General Corporation Act. The time of such effectiveness is hereafter
called the "Effective Date".


4. SURVIVING CORPORATION

     FLORIDA shall be the surviving corporation of the Merger and shall continue
to be governed by the Laws of the State of Florida.  On the Effective  Date, the
separate corporate existence of SPORTS shall cease.



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5. NAME OF SURVIVING CORPORATION

     On the Effective  Date, the Articles of  Incorporation  of FLORIDA shall be
amended to change the name of FLORIDA to "SPORTS & RECREATION, INC."

6. CERTIFICATE OF INCORPORATION

     Except as provided in Section 4, the Articles of  Incorporation  of FLORIDA
as they exist on the Effective  Date shall be the Articles of  Incorporation  of
FLORIDA following the Effective Date, unless and until the same shall thereafter
be amended or repealed in accordance with the Laws of the State of Florida.

7. BYLAWS

     The  Bylaws of FLORIDA  as they  exist on the  Effective  Date shall be the
Bylaws of FLORIDA  following the Effective Date, unless and until the same shall
be amended or repealed in accordance with the provisions thereof and the laws of
the State of Florida.

8. BOARD OF DIRECTORS AND OFFICERS

     The  members  of  the  Board  of  Directors  and  the  officers  of  SPORTS
immediately  prior to the  Effective  Date shall be the  members of the Board of
Directors and the  officers,  respectively,  of FLORIDA  following the Effective
Date, and such persons shall serve in such offices for the terms provided by Law
or in  the  Bylaws,  or  until  their  respective  successors  are  elected  and
qualified.

9. RETIREMENT OF OUTSTANDING FLORIDA STOCK

     Forthwith upon the Effective  Date,  each of the  19,778,031  shares of the
FLORIDA Common Stock presently issued and outstanding  shall be retired,  and no
shares of FLORIDA Common Stock or other securities of FLORIDA shall be issued in
respect thereof.

10. CONVERSION OF OUTSTANDING SPORTS STOCK

     Forthwith upon the Effective  Date,  each issued and  outstanding  share of
SPORTS Common Stock and all rights in respect  thereof  shall be converted  into
one  fully-paid  and  nonassessable  share of  FLORIDA  Common  Stock,  and each
certificate representing shares of SPORTS Common Stock shall for all purposes be
deemed to evidence the ownership of the same number of shares of FLORIDA  Common
Stock as are set forth in such certificate.  Certificates of SPORTS Common Stock
presented  for  transfer  following  the  Effective  Date will be replaced  with
certificates for the same number of shares of FLORIDA Common Stock.

11. STOCK OPTIONS, WARRANTS AND CONVERTIBLE DEBT

     Forthwith  upon the  Effective  Date,  each stock  option,  stock  warrant,
convertible  debt instrument and other right to subscribe for or purchase shares
of SPORTS Common Stock shall be converted  into a stock option,  stock  warrant,
convertible debt instrument or other right to subscribe for or purchase the same
number of shares of FLORIDA Common Stock, and each certificate,  agreement, note
or other document  representing  such stock option,  stock warrant,  convertible
debt  instrument  or other right to subscribe  for or purchase  shares of SPORTS
Common  Stock shall for all  purposes be deemed to evidence  the  ownership of a
stock  option,  stock  warrant,  convertible  debt  instrument or other right to
subscribe for or purchase of FLORIDA Common Stock.



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12. RIGHTS AND LIABILITIES OF FLORIDA

     At and after the Effective Date, and all in the manner of and as more fully
set forth in Section 607,1106 of the Florida General Corporation Act and Section
259 of the Delaware  General  Corporation  Law, the title to all real estate and
other  property,  or any interest  therein,  owned by each of SPORTS and FLORIDA
shall be vested in  FLORIDA  without  reversion  or  impairment;  FLORIDA  shall
succeed to and  possess,  without  further  act or deed,  all  estates,  rights,
privileges,  powers,  and  franchise,  both public and  private,  and all of the
property,  real,  personal  and  mixed of each of  SPORTS  and  FLORIDA  without
reversion or impairment; FLORIDA shall thenceforth be responsible and liable for
all the  liabilities  and  obligations  of each  SPORTS and  FLORIDA;  any claim
existing or action or proceeding  pending by or against SPORTS or FLORIDA may be
continued  as if the  Merger  did not occur or FLORIDA  may be  substituted  for
SPORTS in the proceeding; neither the rights of creditors nor any liens upon the
property of SPORTS or FLORIDA shall be impaired by the Merger; and FLORIDA shall
indemnify  and hold  harmless the officers and  directors of each of the parties
hereto against all such debts, liabilities and duties and against all claims and
demands arising out of the Merger.

13. TERMINATION

     This  Agreement may be terminated and abandoned by action of the respective
Boards of  Directors  of SPORTS and  FLORIDA at any time prior to the  Effective
Date,  whether before or after approval by the stockholders of either or both of
the parties hereto.

14. AMENDMENT

     The Boards of Directors of the parties  hereto may amend this  Agreement at
any time prior to the Effective Date; provided that an amendment made subsequent
to the approval of this Agreement by the  stockholders  of either of the parties
hereto  shall not:  (a) change the amount or kind of shares,  securities,  cash,
property or rights to be received in exchange for or on conversion of all or any
of the shares of the  parties  hereto,  (b) change any term of the  Articles  of
Incorporation  of FLORIDA,  or (c) change any other terms or  conditions of this
Agreement if such change would adversely affect the holders of any capital stock
of either party hereto.

15. REGISTERED OFFICE

     The registered  office of FLORIDA in the State of Florida is located at 501
East Kennedy Blvd.,  Suite 1700,  Tampa, FL 33602,  and Fowler,  White,  Gillen,
Boggs,  Villareal and Banker,  P.A. is the  registered  agent of FLORIDA at such
address.

16. INSPECTION OF AGREEMENT

     Executed copies of this Agreement will be on file at the principal place of
business of FLORIDA at 4701 W. Hillsborough  Avenue,  Tampa, FL 33614. A copy of
this  Agreement  shall be furnished by FLORIDA,  on request and without cost, to
any stockholder of either SPORTS or FLORIDA.

17. 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 Florida.

18. SERVICE OF PROCESS

     On and after the Effective Date,  FLORIDA agrees that it may be served with
process in Delaware in any  proceeding  for  enforcement  of any  obligation  of
SPORTS or FLORIDA arising from the Merger.



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19.  DESIGNATION OF DELAWARE SECRETARY OF STATE AS AGENT FOR SERVICE OF
     PROCESS

     On and after the Effective Date, FLORIDA irrevocably appoints the Secretary
of State of  Delaware  as its agent to accept  service of process in any suit or
other  proceeding to enforce the rights of any stockholders of SPORTS or FLORIDA
arising from the Merger.  The Delaware Secretary of State is requested to mail a
copy of any such  process to  FLORIDA at 501 East  Kennedy  Blvd.,  Suite  1700,
Tampa, FL 33602, Attention:  Fowler, White, Gillen, Boggs, Villareal and Banker,
P.A.

     IN WITNESS WHEREOF, each of the parties hereto,  pursuant to authority duly
granted  by their  respective  Board of  Directors,  has  caused  this  Plan and
Agreement of Merger to be executed,  respectively, by its President and attested
by its Secretary.

                                        SPORTS & RECREATION
                                        REINCORPORATION, INC.
                                        a Florida corporation

ATTEST:                                 By: /s/   STEPHEN BEBIS
                                        -----------------------
----------------------                  Name: Stephen Bebis
Secretary                               Its:   President






                                        SPORTS & RECREATION, INC.
                                        a Delaware corporation

                                        By: /s/   STEPHEN BEBIS
ATTEST:                                 ------------------------
                                        Name: Stephen Bebis
----------------------                  Its:   President
Secretary





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