EXHIBIT 2.4

                Agreement and Plan of Reincorporation and Merger

This Agreement and Plan of Reorganization and Merger ("Reincorporation
Agreement") is made as of May 2000, by and between COLLEGE BOUND STUDENT
ALLIANCE, INC., a Colorado corporation ("CBSA-Colorado"), and COLLEGE BOUND
STUDENT ALLIANCE, INC., a Nevada corporation ("CBSA-Nevada"), (collectively, the
"Constituent Corporations").

The parties adopt the plan of merger encompassed by this Reincorporation
Agreement and agree that CBSA-Colorado shall merger into CBSA-Nevada on the
following terms and conditions:

1.   REINCORPORATION; SURVIVING CORPORATION; AND EFFECTIVE TIME.

1.1  Reincorporation. As soon as practicable following the fulfillment (or
     waiver, to the extent permitted) of conditions specified in this
     Reincorporation Agreement, CBSA-Colorado shall be merged with and into
     CBSA-Nevada (the "Reincorporation"), and CBSA-Nevada shall survive the
     Reincorporation.

1.2  Effective Time. The Reincorporation shall be effective as of the latest of
     the date and time when (i) Articles of Merger are duly filed with the
     Secretary of State of the State of Colorado as provided by the Colorado
     Business Corporation Act; (ii) Articles of Merger are duly filed with the
     Secretary of State of the State of Nevada as provided in the Nevada General
     Corporation Law; and (iii) May 31, 2000 ("Effective Time").

1.3  Surviving Corporation. At the Effective Time, CBSA-Nevada as the surviving
     corporation ("Surviving Corporation"), shall continue its corporate
     existence under the laws of the State of Nevada in the manner and with the
     effect provided by the Nevada General Corporation Law, and the separate
     existence of CBSA-Colorado shall be terminated and shall cease.

2.   TREATMENT OF SECURITIES.

2.1  Common Stock of CBSA-Colorado and CBSA-Nevada. At the Effective Time, by
     virtue of the Reincorporation and without any further action on the part of
     the Constituent Corporations or their shareholders, (i) each share of
     Common Stock of CBSA-Colorado issued and outstanding immediately prior to
     the Effective Time shall be changed and converted into one fully paid and
     nonassessable share of the Common Stock of CBSA-Nevada; (ii) each option to
     buy a share of Common Stock of CBSA-Colorado granted and outstanding
     immediately prior to the Effective Time shall be changed and converted into
     an option to buy a share of Common Stock of CBSA-Nevada on the same terms
     and conditions; (iii) each share of Common Stock of CBSA-Nevada issued and
     outstanding immediately prior to the Effective Time shall be cancelled.

2.2  Stock Certificates. At and after the Effective Time, all of the outstanding
     certificates that, prior to that time, represented shares of the Common
     Stock of CBSA-Colorado shall be deemed for all purposes to evidence
     ownership of and to represent an equal number of shares of the same class
     and Series of Common Stock of CBSA-Nevada and shall be so registered on the
     books and records of CBSA-Nevada or its transfer agent. The registered
     owner of any outstanding stock certificate shall, until such certificate
     shall have been surrendered for transfer or conversion or otherwise

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     accounted for to CBSA-Nevada or its transfer agent, have and be entitled to
     exercise any voting and other rights with respect to and to receive any
     dividend and other distributions upon, the shares of CBSA-Nevada evidenced
     by such outstanding certificate as above provided. After the Effective
     Time, whenever certificates which formerly represented shares of
     CBSA-Colorado are presented for exchange or registration of transfer, the
     Surviving Corporation will cause to be issued in respect thereof
     certificates representing the shares of CBSA-Nevada into which the shares
     of CBSA-Colorado were converted.

3.   CHARTER DOCUMENTS, DIRECTORS AND OFFICERS.

3.1  Articles of Incorporation. At the Effective Time, the articles of
     incorporation of CBSA-Nevada then in effect shall be the articles of
     incorporation of the Surviving Corporation until further amended or
     repealed in the manner provided by law.

3.2  Bylaws. At the Effective Time, the Bylaws of the Surviving Corporation then
     in effect shall be the bylaws of the Surviving Corporation until further
     amended in accordance with the provisions thereof and applicable law.

3.3  Directors. The directors of CBSA-Colorado immediately preceding the
     Effective Time shall be the directors of the Surviving Corporation on and
     after the Effective Time and shall serve until the expiration of their
     terms and until their successors are elected and qualified.

3.4  Officers. The officers of CBSA-Colorado immediately preceding the Effective
     Time shall be the officers of the Surviving Corporation on and after the
     Effective Time and shall serve at the pleasure of its Board of Directors.

4.   MISCELLANEOUS.

4.1  Amendment. This Reincorporation Agreement may be amended by the Boards of
     Directors of the Constituent Corporations at any time prior to the filing
     of this Reincorporation Agreement with the Colorado Secretary of State or
     the Nevada Secretary of State, provided that an amendment made subsequent
     to the adoption of the Reincorporation Agreement by the shareholders of
     either Constituent Corporation, unless approved by such shareholders, shall
     not (i) alter or change the amount or kind of shares to be received upon
     conversion of the outstanding Common Stock of CBSA-Colorado, or (ii) alter
     or change any of the terms and conditions of the Reincorporation Agreement
     if such alteration or change would adversely affect the holders of the
     outstanding Common Stock of CBSA-Colorado.

4.2  Conditions to Reincorporation. The obligation of the Constituent
     Corporations to effect the transactions contemplated hereby is subject to
     satisfaction of the following conditions (any or all of which may be waived
     to the extent permitted by law in the sole discretion of the Boards of
     Directors of the Constituent Corporations): (i) the Reincorporation shall
     have been approved by the shareholders of CBSA-Colorado in accordance with
     the Colorado Business Corporation Act; (ii) CBSA-Colorado, as sole
     shareholder of CBSA-Nevada, shall have approved the Reincorporation in
     accordance with the Nevada General Corporation Law; and (iii) the parties
     shall have made all filings and received all approvals of any governmental
     or regulatory agency of competent jurisdiction necessary in order to
     consummate the Reincorporation, and each of such approvals shall be in full
     force and effect.

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4.3  Abandonment or Deferral. At any time before the Effective Time, this
     Reincorporation Agreement may be terminated and the Reincorporation may be
     abandoned by the Board of Directors of either or both of the Constituent
     Corporations, notwithstanding the approval of this Reincorporation
     Agreement by the Shareholders of CBSA-Colorado, or the consummation of the
     Reincorporation may be deferred for a reasonable period of time if, in the
     opinion of the Board of Directors of the Constituent Corporations, such
     action would be in the best interests of such corporations. In the event of
     termination of this Reincorporation Agreement, this Reincorporation
     Agreement shall become void and of no effect and there shall be no
     liability on the part of either Constituent Corporation or its Board of
     Directors or shareholders with respect thereto.

IN WITNESS WHEREOF, this Reincorporation Agreement, having first been fully
approved by the Boards of Directors of CBSA-Colorado and CBSA-Nevada, is hereby
executed on behalf of each Constituent Corporation.

                                         COLLEGE BOUND STUDENT ALLIANCE, INC.,
                                         A Colorado corporation


                                         By:/s/ Janice A. Jones
                                         ---------------------------------------
                                         Janice A. Jones, Corporate Secretary


                                         COLLEGE BOUND STUDENT ALLIANCE, INC.,
                                         A Nevada corporation


                                         By:/s/ Jerome M. Lapin
                                         ---------------------------------------
                                         Jerome M. Lapin, President



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