ARTICLES AND PLAN OF MERGER

                                       OF

                            BECAN DISTRIBUTORS, INC.

                                       AND

                                DRUGMAX.COM, INC.

To the Secretary of State
    of the State of Nevada

         Pursuant to the provisions of Chapter 92A, Nevada Revised Statutes, the
domestic corporation and the foreign corporation herein named do hereby submit
the following Articles of Merger.

          1.   The following is the Plan of Merger for merging Becan
               Distributors, Inc. with and into DrugMax.com, Inc.

               a.   DrugMax.com, Inc., which is a business corporation of the
                    State of Nevada and is the parent corporation and the owner
                    of all the outstanding shares of Becan Distributors, Inc,
                    which is a business corporation of the State of Ohio and the
                    subsidiary corporation, hereby merges Becan Distributors,
                    Inc. into DrugMax.com, Inc. pursuant to the provisions of
                    Chapter 92A, Nevada Revised Statutes and pursuant to the
                    provisions of the laws of the jurisdiction of organization
                    of DrugMax.com, Inc.

               b.   The jurisdiction of organization of Becan Distributors, Inc.
                    is the State of Ohio. The jurisdiction of organization of
                    DrugMax.com, Inc. is the State of Nevada.

               c.   The separate existence of Becan Distributors, Inc. shall
                    cease at the effective time of the merger pursuant to the
                    provisions of Chapter 92A, Nevada Revised Statutes, and
                    pursuant to the provisions of the Laws of the jurisdiction
                    of its organization; and DrugMax.com, Inc. shall continue
                    its existence as the surviving corporation pursuant to the
                    provisions of Chapter 92A, Nevada Revised Statutes.

               d.   The issued shares of Becan Distributors, Inc. shall not be
                    converted in any manner, but each said share which is issued
                    as of the effective time of the merger shall be surrendered
                    and extinguished

               e.   The Board of Directors and the proper officers of
                    DrugMax.com, Inc. shall not be converted in any manner, but
                    each said share which is issued as of the effective time of
                    the merger shall be surrendered and extinguished.
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          2.   The said Plan of Merger has been adopted by the Board of
               Directors of Becan Distributors, Inc. and of DrugMax.com, Inc.
               DrugMax.com, Inc. is the owner of all of the outstanding shares
               of Becan Distributors, Inc. Approval by the stockholders of
               DrugMax.com, Inc. was not required.

          3.   The merger of Becan Distributors, Inc. with and into DrugMax.com,
               Inc. is permitted by the laws of the jurisdiction of organization
               of Becan Distributors, Inc. and has been authorized in compliance
               with the said laws.

          4.   DrugMax.com, Inc., as the owner of all of the outstanding shares
               of Becan Distributors, Inc., has waived the requirement of
               mailing a copy of the Plan of Merger to itself.

Signed on March 29, 2000

                                         Becan Distributors, Inc.


                                         By:      /s/ WILLIAM LAGAMBA
                                                  ----------------------
                                         Name:    William LaGamba
                                         Title:   Vice President

                                         By:      /s/ STEPHEN M. WATTERS
                                                  ----------------------
                                         Name:    Stephen M. Watters
                                         Title:   Secretary

                                         DrugMax.com, Inc.

                                         By:      /s/ STEPHEN WATTERS
                                                  ----------------------
                                         Name:    Stephen Watters
                                         Title:   President

                                         By:      /s/ WILLIAM LAGAMBA
                                                  ----------------------
                                         Name:    William LaGamba
                                         Title:   Secretary