EXHIBIT 2.2

                          AGREEMENT AND PLAN OF MERGER


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                          AGREEMENT AND PLAN OF MERGER
                                     MERGING
                                 AUTOVENU, INC.
                                      INTO
                          CROSSNET COMMUNICATIONS, INC.


AGREEMENT AND PLAN OF MERGER  entered into this 11th day of April,  2002, by and
between Crossnet  Communications,  Inc., a Colorado  corporation,  and Autovenu,
Inc.,  a Delaware  corporation,  pursuant to section  7-111-104  of the Colorado
Revised Statutes and section 253 of the Delaware General Corporation Law.

FIRST:    Crossnet  Communications, Inc.,  a corporation  organized and existing
          existing  under  the  laws  of  the  State  of  Colorado  (hereinafter
          sometimes  referred to as the  "Parent  Corporation"),  and  Autovenu,
          Inc., a corporation organized and existing under the laws of the State
          of Delaware  (hereinafter  sometimes  referred  to as the  "Subsidiary
          Company"), agree that the Subsidiary Company shall be merged, pursuant
          to section 7-111-104 of the Colorado Revised Statutes, into the Parent
          Corporation.  The terms and  conditions  of the merger and the mode of
          carrying  the  same  into  effect  are as  herein  set  forth  in this
          Agreement and Plan of Merger.

SECOND:   The Parent  Corporation shall survive  the merger  and shall  continue
          under  the  name  of  Crossnet  Communications,  Inc.,  a  corporation
          organized  and  existing  under  the  laws of the  State  of  Colorado
          (hereinafter sometimes referred to as the "Surviving Corporation").

THIRD:    No amendment is made to the Articles of Incorporation of the Surviving
          Corporation as part of the merger.

FOURTH:   The Parent  Corporation owns  all of the  outstanding capital stock of
          the Subsidiary Corporation.

FIFTH:    All of the capital stock in  the Subsidiary  Corporation owned by  the
          Parent  Corporation  on the  date of the  merger  shall  be  cancelled
          without consideration on the effective date of the merger.

SIXTH:    The principal office of the Subsidiary Corporation is located at 14500
          North Northsight Blvd., Suite 213, Scottsdale, Arizona 85260.

SEVENTH:  The location of the principal office of the Parent Corporation and the
          Surviving  Corporation  is 14500 North  Northsight  Blvd.,  Suite 213,
          Scottsdale,  Arizona  85260,  and the name and  address  of a resident
          agent of said Surviving  Corporation  in Colorado,  service of process
          upon  whom  shall  bind  such  Corporation  in  any  action,  suit  or
          proceeding  pending at the time of filing of the Articles of Merger or
          thereafter



                     Plan of Merger Merging Autovenu, Inc.
            into Crossnet Communications, Inc. dated April 11, 2002
                                  Page 1 of 2



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          instituted or filed against it, is Fay Matsukage,  455 Sherman Street,
          Suite 300, Denver, Colorado 80203.

EIGHTH:   The  Surviving  Corporation may be served with process in the State of
          Delaware in any  proceeding  for  enforcement of any obligation of the
          Subsidiary Corporation,  as well as for enforcement of any obligations
          of the Surviving  Corporation  arising from the merger,  including any
          suit or other proceeding to enforce the right of any stockholder,  and
          it does  hereby  irrevocably  appoint  the  Secretary  of the State of
          Delaware as its agent to accept service of process in any such suit or
          other proceeding. The address to which a copy of such process shall be
          mailed by the Secretary of State is Fay Matsukage, 455 Sherman Street,
          Suite 300, Denver, Colorado 80203.

NINTH:   Pursuant to  section 7-111-104  of the Colorado Revised  Statutes,  the
          Agreement and Plan of Merger was duly approved by unanimous consent of
          the board of  directors of the Parent  Corporation  on April 11, 2002,
          and  thus  the  merger  was  authorized  and  approved  by the  Parent
          Corporation  in the manner and by the vote required by the laws of the
          State of Colorado.  Pursuant to section 7-111-103(7),  approval of the
          shareholders of the Parent  Corporation was not required.  Pursuant to
          section 253 of the Delaware General Corporation Law, the Agreement and
          Plan of Merger was duly approved by unanimous  consent of the board of
          directors  of the  Subsidiary  Corporation  on  April  11,  2002,  and
          approval of the  shareholders  of the Subsidiary  Corporation  was not
          required.

TENTH:    The  effective  date of this  merger shall  be the  date of filing the
          Articles of Merger with the  Secretary of the State of  Colorado,  and
          upon the filing of a  Certificate  of  Ownership  and Merger  with the
          Secretary of the State of Delaware.

IN  WITNESS  WHEREOF,  Crossnet  Communications,  Inc. and  Autovenu,  Inc., the
companies parties to the merger,  have  caused this Agreement and Plan of Merger
to  be signed  in their  respective  company  names and  on their  behalf by the
respective management as of the 11th day of April, 2002.

CROSSNET COMMUNICATIONS, INC.               AUTOVENU, INC.



By: /s/ Mark Moldenhauer                    By:  /s/ Mark Moldenhauer
   --------------------------------            ---------------------------------
     Mark Moldenhauer, President                 Mark Moldenhauer, President





                     Plan of Merger Merging Autovenu, Inc.
            into Crossnet Communications, Inc. dated April 11, 2002
                                  Page 2 of 2