EXHIBIT 2

                        ARTICLES AND AGREEMENT OF MERGER


DATED:   July 21, 1999

BETWEEN: FIRST COLONIAL VENTURES LTD.
                  a Utah corporation ("First Colonial")

AND:              NOVA COMMUNICATIONS LTD.
                  a Nevada corporation ("Nova")

         WHEREAS, First Colonial and Nova wish to provide for the terms and
conditions upon which a merger of First Colonial with and into Nova would be
consummated for the purposes of changing the domicile of First Colonial from
Utah to Nevada and changing the name of First Colonial to Nova Communications
Ltd; and

         WHEREAS, the Board of Directors of First Colonial and Nova have deemed
it desirable and in the best interests of the corporations and their
shareholders that the merger should take place, and have approved the merger
pursuant to the terms of this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, the parties agree
as follows:


                                    ARTICLE I
                         The Merger and Related Matters
                         ------------------------------

1.01         The Merger
             ----------

             (a)      Subject to the terms and conditions of this Agreement, at
                      the Effective Date, as defined in Section 1.01(b), First
                      Colonial shall be merged with and into Nova in accordance
                      with the provisions of the Business Corporation Acts of
                      the States of Utah and Nevada, respectively ("Corporation
                      Acts"), and the separate existence of First Colonial shall
                      cease and Nova shall continue as the surviving corporation
                      under the laws of the State of Nevada under the name "Nova
                      Communications Ltd." ("Surviving Corporation").

             (b)      The merger shall become effective at the time of filing
                      Articles of Merger under the Corporation Acts. The date
                      when the merger shall become effective is hereinafter
                      referred to as the "Effective Date."

             (c)      On the Effective Date, the Surviving Corporation shall
                      thereafter possess all


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                      assets and property of every description, and the rights,
                      privileges, powers and authority of First Colonial and
                      Nova, and all obligations belonging to or due to each of
                      First Colonial and Nova. The Surviving Corporation shall
                      be liable for all obligations of each of First Colonial
                      and Nova, including liability to dissenting shareholders
                      as referred to in Section 1.03.

1.02         Exchange of Shares
             ------------------

             On the Effective Date, the then issued and outstanding shares of
             voting common stock of First Colonial shall be exchanged for
             15,516,263 shares of fully paid and nonassessable voting common
             stock in the Surviving Corporation. The voting common stock of
             First Colonial so exchanged shall be cancelled and returned and
             shall no longer be considered issued or outstanding. On the
             Effective Date, there shall be outstanding 15,516,263 shares of the
             common stock of the Surviving Corporation.


1.03         Dissenting Shares
             -----------------

             To the extent provided by the Corporation Acts, the voting common
             stock of First Colonial and Nova, respectively, which are
             outstanding immediately prior to the Effective Date and which are
             held by shareholders who are entitled to and did not vote such
             shares in favor of the merger and who shall have properly and
             timely delivered to First Colonial or Nova, as the case may be, a
             written demand for payment of the fair cash value of the common
             stock in accordance with all of the relevant provisions of the
             Corporation Acts shall not be exchanged for the voting common stock
             of the Surviving Corporation, but instead the holders thereof shall
             be entitled to payment of the fair cash value of such common stock.
             However, if any shareholder has not properly complied with all of
             the relevant provisions of the Corporation Acts regarding the
             rights of dissenting shares, the shares of common stock held by
             such shareholder shall be deemed to have been exchanged pursuant to
             the merger.

10.4         Articles of Incorporation and Bylaws of Surviving Corporation
             -------------------------------------------------------------

             The Articles of Incorporation and Bylaws of Nova, as in effect on
             the Effective Date, shall be the Articles of Incorporation and
             Bylaws of the Surviving Corporation until amended as provided by
             law.

1.06         Directors and Officers of the Surviving Corporation
             ---------------------------------------------------

             The officers and directors of the Surviving Corporation shall be as
             follows:

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             NAME                                    TITLE
             ----                                    -----

             Murray W. Goldenberg           President and Chief Executive
                                            Officer, Director

             Leslie I. Handler              Secretary, Director

             Kenneth Owen                   Director


             The directors shall hold office subject to the provisions of the
             Bylaws of the Surviving Corporation until the next annual
             shareholders' meeting of the Surviving Corporation and until their
             respective successors have been duly elected or appointed and
             qualified. Such officers shall hold office subject to the
             provisions of the Articles of Incorporation and Bylaws of the
             Surviving Corporation until their respective successors have been
             duly elected or appointed, and have been duly qualified.


                                   ARTICLE II
                         Warranties and Representations

2.01         Warranties and Representations of First Colonial
             ------------------------------------------------

             First Colonial hereby warrants and represents to Nova as follows:

             (a)      Due Organization; Good Standing and Corporate Power. First
                      Colonial is a corporation duly organized, validly existing
                      and in good standing under the laws of the State of Utah
                      and has all requisite corporate power and authority to
                      own, lease, and operate its properties and to carry on its
                      business as now being conducted.

             (b)      Capitalization. On the Effective Date, the authorized
                      capital stock shall consist of 500,000,000 shares of
                      voting common stock, $0.001 par value, and 10,000,000
                      shares of preferred stock. All issued and outstanding
                      shares of common stock have been validly issued and are
                      fully paid and nonassessable. There are no shares of
                      preferred stock issued and outstandning.

             (c)      Authorization and Validity of Agreement. First Colonial
                      has full corporate power and authority to execute and
                      deliver this Agreement, and has obtained the necessary
                      approval of its shareholders, to consummate the merger.
                      The execution, delivery and performance by the Company of
                      this Agreement have been authorized by its Board of
                      Directors. This Agreement is a valid and binding
                      obligation of the Company, enforceable against it in
                      accordance with its terms.

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             (d)      No Consents or Approvals Required. The execution and
                      delivery of this Agreement will not (i) conflict with, or
                      violate any provision of the Articles of Incorporation or
                      Bylaws of First Colonial, (ii) conflict with or violate
                      any law, rule, regulation, order, writ, injunction,
                      judgment or decree applicable to First Colonial or by
                      which any of its properties or assets are found or
                      affected; or (iii) conflict with or result in any breach
                      of or constitute a default under, or give to others any
                      rights of termination or cancellation of or result in the
                      creation of any lien, charge or encumbrance on any of the
                      properties or assets of First Colonial pursuant to any
                      note, bond, mortgage, indenture, deed of trust, lease, or
                      any other instrument to which First Colonial is a party.

             (e)      Litigation or Administrative Proceedings. There are no
                      suits, actions, legal or administrative proceedings or
                      investigations pending or threatened against First
                      Colonial of which Nova has not been advised, which, if
                      adversely determined, would materially and adversely
                      affect the financial condition of First Colonial or the
                      conduct of its business.


2.02         Warranties and Representations of Nova
             --------------------------------------

             Nova hereby warrants and represents to First Colonial as follows:

             (a)      Due Organization; Good Standing and Corporate Power. Nova
                      is a corporation duly organized and validly existing and
                      in good standing under the laws of the state of Nevada and
                      has all requisite corporate power and authority to own,
                      lease, and operate its properties and to carry on the
                      business as now being conducted.


             (b)      Capitalization. The authorized capital stock consists of
                      500,000,000 shares of voting common stock, $0.001 par
                      value, and 10,000,000 shares of preferred stock. All
                      issued and outstanding shares of common stock have been
                      validly issued and are fully paid and nonassessable.

             (c)      Authorization and Validity of Agreement. Nova has full
                      corporate power and authority to execute and deliver this
                      Agreement and to consummate the merger. The execution,
                      delivery and performance by Nova of this Agreement have
                      been authorized by the Board of Directors. This Agreement
                      is a valid and binding obligation of Nova, enforceable
                      against it in accordance with its terms.

             (d)      No Consents or Approvals Required. Neither the execution
                      nor the delivery of this Agreement will (i) conflict with,
                      violate, or result in a breach of any provision of the
                      Articles of Incorporation or Bylaws of Nova, (ii) conflict
                      with,


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                      or violate any law, rule, regulation, order, writ,
                      injunction, judgment or decree applicable to Nova, or by
                      which any of its properties or assets may be found or
                      affected; or (iii) conflict with or result in any breach
                      of or constitute a default under or give to others any
                      rights of termination or cancellation of or result in the
                      creation of any lien, charge or encumbrance on any of the
                      properties or assets of Nova pursuant to any note, bond,
                      mortgage, indenture, deed of trust, lease or any other
                      instrument to which Nova is a party.

             (e)      Litigation or Administrative Proceedings. There are no
                      suits, actions, legal or administrative proceedings or
                      investigations pending or threatened against Nova of which
                      First Colonial has not been advised, which, if adversely
                      determined, would materially and adversely affect the
                      financial condition of Nova or the conduct of its
                      business.



                                   ARTICLE III
                            Conditions to the Merger
                            ------------------------

3.01         Conditions Precedent to Obligations of First Colonial and Nova
             --------------------------------------------------------------

             The respective obligations of First Colonial and Nova to consummate
             the merger under this Agreement are subject to the satisfaction or
             waiver of each of the following conditions:

             (a)      The approval of the shareholders of First Colonial shall
                      have been obtained in accordance with the Corporation
                      Acts.

             (b)      No order, statute, regulation, injunction, decree or
                      restraining order shall have been enacted, entered or
                      enforced by any court of competent jurisdiction or
                      governmental authority that prohibits the consummation of
                      the merger.

             (c)      All regulatory authorizations necessary to carry out the
                      merger shall have been received.

             First Colonial and Nova each agree to use their best efforts to
             fulfill all conditions precedent referred to herein and to do all
             things necessary to consummate the merger.



                                   ARTICLE IV

                           Termination and Abandonment
                           ---------------------------

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4.01         Termination
             -----------

             This Agreement may be terminated and the merger abandoned, at any
             time prior to the Effective Date, whether before or after the
             approval of the merger by the shareholders of First Colonial and
             Nova, respectively, by mutual consent of the Board of Directors of
             First Colonial and Nova.

4.02         Effect of Termination
             ---------------------

             In the event of the termination of this Agreement pursuant to
             Section 4.01, this Agreement shall become void and have no effect
             and there shall be no liability hereunder on the part of First
             Colonial or Nova or any of their respective officers, directors,
             employees, agents or shareholders.



                                    ARTICLE V
                                  Miscellaneous
                                  -------------

5.01         Entire Agreement
             ----------------

             This Agreement contains the entire agreement of the parties with
             respect to the merger and supercedes all prior agreements and
             understandings oral and written with respect thereto.

5.02         Amendment and Modification
             --------------------------

             To the extent permitted by applicable law, at or prior to the
             Effective Date this Agreement may be amended, modified or
             supplemented by written agreement of the respective Boards of
             Directors of First Colonial and Nova, whether before or after the
             vote of the shareholders of First Colonial and Nova.

5.03         Counterparts
             ------------

             This Agreement may be executed in one or more counterparts, each of
             which shall be deemed to be an original.

5.04         Applicable Law
             --------------

             This Agreement and the legal relations between First Colonial and
             Nova shall be governed by and construed in accordance with the laws
             of the State of Nevada



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             IN WITNESS WHEREOF, First Colonial and Nova have each caused this
Agreement to be executed by their respective officers duly authorized as of the
date first above written.


Attest:                                     FIRST COLONIAL VENTURES LTD.

By /s/ LESLIE I. HANDLER                    By:/s/ MURRAY GOLDENBERG
            Secretary                                President

Attest:
                                            NOVA COMMUNICATIONS LTD.

By:/s/ LESLIE I. HANDLER                    By:/s/ MURRAY GOLDENBERG
            Secretary                                President












































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