PLAN OF MERGER

                                       OF

                       EUREKA TELECOMMUNICATIONS II, Inc.
                           (a New Jersey corporation)

                                  WITH AND INTO

                                 NEX-I.COM INC.
                           (a New Jersey corporation)


                               This Plan of Merger (the "Plan of Merger") by and
                     among nex-i.com inc., a New Jersey corporation,  and Eureka
                     Telecommunications  II,  Inc.,  a New  Jersey  corporation,
                     pursuant  to the  provisions  of  Section  14A:10-1  of the
                     Business  Corporation  Act of the State of New Jersey shall
                     be effective  upon the filing of the  Certificate of Merger
                     with the Division of Revenue, Corporate Filing Unit, Office
                     of State Treasurer, State of New Jersey.


           I.        The   name   of   the   merging   corporation   is   Eureka
                     Telecommunications  II,  Inc.,  a  New  Jersey  corporation
                     ("Merging Corporation").


           II.       The name of the surviving  corporation is nex-i.com inc., a
                     New Jersey corporation ("Surviving Corporation").

           III.      The terms and  conditions  of the  proposed  merger  are as
                     follows:

                     a. From and after the  effective  time of the  merger  (the
"Effective  Time"),  (i) all the  rights,  privileges,  immunities,  powers  and
franchises,  of a public as well as of a private nature, and all property, real,
personal and mixed,  and all debts due on whatever  account,  including  without
limitation  subscriptions to shares, and all other choses in action, and all and
every other  interest of or belonging to or due to the Surviving  Corporation or
the  Merging  Corporation  shall be taken and deemed to be  transferred  to, and
vested  in, the  Surviving  Corporation  without  further  act or deed;  and all
property, rights and privileges,  immunities,  powers and franchises and all and
every other  interest  shall be  thereafter as  effectually  the property of the
Surviving Corporation, as they were of the Surviving Corporation and the Merging
Corporation,  and (ii) all debts,  liabilities,  duties and  obligations  of the
Surviving  Corporation  and the  Merging  Corporation  shall  become  the debts,
liabilities,  duties  and  obligations  of the  Surviving  Corporation  and  the
Surviving  Corporation  shall  thenceforth be responsible and liable for all the
debts, liabilities,  duties and obligations of the Surviving Corporation and the
Merging  Corporation  and neither the rights of creditors nor any liens upon the
property  of the  Surviving  Corporation  and the Merging  Corporation  shall be
impaired by the Merger, and may be enforced against the Surviving Corporation.

                     b. Each issued and  outstanding  share of capital  stock of
the Merging Corporation shall be converted into and exchanged for one fully paid
and nonassessable share of common stock of the Surviving Corporation.

                     c. All shares of capital stock of the Surviving Corporation
that are owned  directly or  indirectly by the  Surviving  Corporation  and each
share of capital stock issued and held in the Surviving  Corporation's  treasury
shall  be  canceled  and  shall  cease to exist  and no  consideration  shall be
delivered in exchange therefor.

                     d.  Each  of  the  issued  and  outstanding  shares  of the
Surviving  Corporation's  common stock  immediately  prior to the Effective Time
shall be canceled and extinguished  and no  consideration  shall be delivered in
exchange  therefor  and the  issued  and  outstanding  shares  of the  Surviving
Corporation's   preferred   stock  shall  be  exchanged   by  Eureka   Broadband
Corporation,  a  Delaware  corporation  and  parent of the  Merging  Corporation
("EurekaGGN")  for (i)  2,362,623  shares  of  unregistered  EurekaGGN  Series B
Cumulative  Convertible  Preferred Stock,  par value $.001 per share,  2,187,352
shares of unregistered  EurekaGGN  Series C Preferred Stock, par value $.001 per
share,  and  537,326  shares  of  unregistered  EurekaGGN  Series  D  Cumulative
Convertible Preferred Stock, par value $.001 per share (collectively, "EurekaGGN
Stock") and (ii) $4,000,000 in convertible promissory notes.

                     e. No fraction  of a share of Eureka  Stock will be issued.
Calculations  which result in a fractional share equal to 0.5 or more of a share
will be rounded up to the nearest  whole share of Eureka Stock and  calculations
which  result in a  fractional  share  equal to 0.49 or less of a share  will be
rounded down to the nearest whole share of Eureka Stock.

                     f. At the  Effective  Time,  any  options  or  warrants  to
purchase common stock or preferred stock of the Surviving  Corporation which are
outstanding and unexercised immediately prior thereto shall be terminated.

                     g. After the Effective  Time,  each holder of record of any
capital stock of Surviving  Corporation shall be entitled to receive in exchange
therefor a  certificate  or  certificates  representing  the number of shares of
capital  stock of Eureka  to which  such  holder  is  entitled  to  pursuant  to
subsection (d) above.

                     h. From and after the Effective  Time,  the  Certificate of
Incorporation  and Bylaws of the Surviving Company shall be amended and restated
at and as of the Effective Time to read as did the Certificate of  Incorporation
and Bylaws of the Merging  Corporation  immediately  prior to the Effective Time
(except that the name of the Surviving Company will remain unchanged).

                     i. From and after the Effective  Time, the directors of the
Surviving  Corporation  shall be the  directors  of Eureka and shall hold office
until their respective successors shall be elected and qualified.