AGREEMENT AND PLAN OF MERGER


         THIS  AGREEMENT AND PLAN OF MERGER,  dated as of February ___, 2001, by
and among Sunshine PCS Corporation,  a Delaware corporation (the "Corporation"),
and Fortunet  Communications,  L.P., a limited  partnership (the  Partnership"),
said Corporation and Partnership being herein sometimes  collectively called the
"Constituent Entities."

                                   WITNESSETH:

         WHEREAS,  the Constituent  Entities  desire that the Partnership  merge
with and into the Corporation with the Corporation being the surviving entity;

         WHEREAS, the Board of Directors and sole stockholder of the Corporation
and the sole General Partner and sole Limited  Partner of the  Partnership  have
approved this Agreement and Plan of Merger and deem it desirable, upon the terms
herein  stated,  for the  Partnership  to merge (the "Merger") with and into the
Corporation,  with the Corporation  being the surviving  entity (the Corporation
sometimes  being  referred  to during  the  period  following  the Merger as the
"Surviving  Corporation"),  with the equity interest of the sole General Partner
in the  partnership  being  converted into shares of Class B Common Stock of the
Corporation  and the equity interest of the sole Limited Partner being converted
into shares of Class A Common Stock of the Corporation; and

         NOW, THEREFORE, the parties hereto have agreed as follows:

                                    SECTION 1

                                      TERMS

                  1.1 Upon the  Effective  Date of the  Merger  (as  hereinafter
defined),  the Partnership  shall merge with and into the Corporation,  with the
Corporation being the Surviving Corporation.

                  1.2      Upon the Effective date of the Merger:
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                           (a) The one outstanding  share of Common Stock of the
Corporation shall remain outstanding as one share of Class B Common Stock.

                           (b) The equity  interest of the sole General  Partner
in the Partnership  shall, by virtue of the merger and without any action on the
part of the General  Partner,  be converted into  [2,833,075]  shares of Class B
Common Stock of the Corporation.

                           (c)The equity interest of the sole Limited Partner in
the  Partnership  shall,  by virtue of the merger and  without any action on the
part of the Limited  Partner,  be converted into  [2,821,766]  shares of Class A
Common Stock of the Corporation.

                  1.3 Each of the General  Partner  and  Limited  Partner of the
Partnership  after the Effective Date of the Merger shall be entitled to receive
a stock certificate or certificates representing the correct number of shares of
Class A or Class B Common Stock,  as the case may be, as described in subsection
1.2 above.

                                    SECTION 2

                                 EFFECTIVE DATE

                  2.1 The merger shall become effective upon compliance with the
laws of the State of Delaware,  herein  sometimes  referred to as the "effective
Date of the Merger."

                                    SECTION 3

                         REPRESENTATIONS AND WARRANTIES

                  Each Constituent  Entity  represents and warrants to the other
Constituent Entity, as follows:

                  3.1 Corporate  Organization.  Such Constituent Entity has been
duly organized and is validly existing as a corporation or limited  partnership,
as the case may be, in good standing under the laws of the State of Delaware and
has the  corporate  power and  authority to own or lease its  properties  and to
conduct its business as it is now being conducted.

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<PAGE>

                  3.2  Due  Authorization.   Such  Constituent  Entity  has  all
requisite  corporate  power and authority to execute and deliver this  Agreement
and to perform all  obligations to be performed by it thereunder.  The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been duly and validly authorized and approved,  in the
case of the  Corporation,  by the Board of  Directors  and  stockholders  of the
Corporation and, in the case of the Partnership, by the sole General Partner and
sole Limited Partner of the Partnership.

                                    SECTION 4

    CERTIFICATE OF INCORPORATION AND BY-LAWS; CAPITAL; OFFICERS AND DIRECTORS

                  4.1 The Certificate of Incorporation  of the  Corporation,  as
set forth in Exhibit A annexed hereto,  and all the terms and provisions thereof
are hereby  incorporated  in this Agreement and made a part hereof with the same
force  and  effect  as if  herein  set  forth in full;  and,  from and after the
Effective Date of the Merger and, until further amended as provided by law, said
Exhibit  A,  separate  and  apart  from  this  Agreement,  shall  be and  may be
separately  certified  as, the  Certificate  of  Incorporation  of the Surviving
Corporation.

                  4.2 The By-Laws of the  Corporation  as set forth in Exhibit B
annexed  hereto  shall be the By-Laws of the  Surviving  Corporation,  to remain
unchanged  until  amended  in  accordance  with the  provisions  thereof  and of
applicable law.

                  4.3  The  directors  of  the  Surviving   Corporation  on  the
Effective  Date  of  the  Merger  will  be  the  directors  of  the  Corporation
immediately preceding the Merger.

Such directors will continue in their  capacities in accordance  with applicable
law, the Certificate of Incorporation and the Laws of the Surviving Corporation.

                  4.4 The officers of the Surviving Corporation on the Effective
Date of the Merger will be the officers of the Corporation immediately preceding
the Merger.

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<PAGE>

Such officers will continue in their  capacities in accordance  with  applicable
law, the Certificate of Incorporation and the Laws of the Surviving Corporation.

                  IN WITNESS  WHEREOF,  the Corporation and the Partnership have
each  caused  this  Agreement  to be  executed  all as of the date  first  above
written.

ATTEST:                             SUNSHINE COMMUNICATIONS CORPORATION



_______________                     By: ___________________
Robert E. Dolan                         Karen E. Johnson
Asst. Secretary                         President

                                    FORTUNET COMMUNICATIONS, L.P.
                                    By Fortunet Wireless Communications
                                    Corporation, its sole General Partner



                                    By: ____________________
                                        Karen E. Johnson
                                        President

                                    And by

                                    LYNCH PCS CORPORATION A, its sole
ATTEST:                             Limited Partner



________________                    By: ____________________
Robert A. Hurwich                       Robert E. Dolan
Secretary                               President


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