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                AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
                ----------------------------------------------
                                       

  This Agreement of Merger and Plan of Reorganization, dated as of the 19th day
of June, 1998, is entered into by and between LVL Communications Corporation, a
California corporation ("Parent Corporation"); and its wholly owned
subsidiaries, LVL Interactive, Inc., a California corporation, and LVL
Advertising, Inc., a California corporation (collectively referred to herein as
the "Subsidiary Corporations").

                              W I T N E S S E T H:
                                       
  WHEREAS, the Parent Corporation is a corporation duly organized and existing
under the laws of the State of California;

  WHEREAS, each of the Subsidiary Corporations is a wholly owned subsidiary
corporation of the Parent Corporation, and is duly organized and existing under
the laws of the State of California;

  WHEREAS, the Parent Corporation and the Subsidiary Corporations are subject to
an April 16, 1998 Order of the United States Bankruptcy Court for the Northern
District of California (the "Order") confirming a First Amended Plan of
Reorganization (the "Plan of Reorganization"), and the respective Boards of
Directors of the Parent Corporation and the Subsidiary Corporations wish to
comply with this Order and First Amended Plan of Reorganization; and

  WHEREAS, the respective Boards of Directors of the Parent Corporation and the
Subsidiary Corporations have determined that it is advisable that each
Subsidiary Corporation be merged into the Parent Corporation on the terms and
conditions hereinafter set forth;

  NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, it is agreed that, in
accordance with the applicable statutes of the State of California, the
Subsidiary Corporations shall be at the effective date of the merger merged with
and into the Parent Corporation, which shall be the surviving corporation, and
that the terms and conditions of such merger and the mode of carrying it into
effect shall be as follows:

                                   ARTICLE I
                                       
       MERGER OF THE SUBSIDIARY CORPORATIONS INTO THE PARENT CORPORATION
       -----------------------------------------------------------------
                                       
  At the effective date of the merger, the Subsidiary Corporations shall be
merged with and into the Parent Corporation, the separate existence of the
Subsidiary Corporations shall cease and the Parent Corporation shall continue in
existence as the Parent Corporation and, without other transfer or assumption,
succeed to and possess all the estate, properties, rights, privileges,
immunities and franchises, as well of a public as of a private nature, of the
Subsidiary Corporations; and all property, real, personal and mixed, and all
debts due on whatever account,
<PAGE>

including subscriptions to shares, and all other choses in action, and all and
every other interest, of or belonging to or due to the Subsidiary Corporations,
shall be taken and deemed to be transferred to and vested in the Parent
Corporation without further act or deed, as provided in Sections 1110 and 1400
of the California Corporations Code.

  If at any time the Parent Corporation shall consider or be advised that any
further assignments, conveyances or assurances in law are necessary or desirable
to carry out the provisions hereof, the proper officers and directors,
respectively, of the Subsidiary Corporations, as of the effective date of the
merger, shall execute and deliver any and all proper deeds, assignments and
assurances in law, and do all things necessary or proper to carry out the
provisions hereof.

                                   ARTICLE II

                      ARTICLES OF INCORPORATION AND BYLAWS
                      ------------------------------------
                      OF PARENT CORPORATION; GOVERNING LAW
                      ------------------------------------
                                       
  From and after the effective date of the merger and until thereafter amended
as provided by law, the Articles of Incorporation of the Parent Corporation
shall be the Articles of Incorporation of the merged corporation.  The Parent
Corporation shall be governed under the laws of the State of California.  The
address of the principal office of the merged corporation in the State of
California will be 480 Cowper Street, Palo Alto, California  94301.

                                  ARTICLE III

       CANCELLATION OF THE CAPITAL STOCK OF THE SUBSIDIARY CORPORATIONS
       ----------------------------------------------------------------

  At the effective date of the merger, each share of the common stock
outstanding immediately prior to the merger, of each Subsidiary Corporation, and
all shares of treasury stock and all rights in respect thereof, shall forthwith
cease to exist and shall be cancelled, and the authorized capital stock of the
Parent Corporation immediately prior to the merger shall continue to be
outstanding and shall not be changed, but shall remain the same as immediately
before the merger.

                                   ARTICLE IV

                             OFFICERS AND DIRECTORS
                             ----------------------
                                       
  When the merger becomes effective, the officers and directors of the Parent
Corporation shall be the same as immediately before the merger.
<PAGE>

                                   ARTICLE V

                                 EFFECTIVE DATE
                                 --------------

  This Plan and Agreement of Merger shall become effective upon the execution
hereby of the Chief Executive Officers of, respectively, each of the Subsidiary
Corporations and the Parent Corporation, as provided under the applicable laws
of the State of California.  Pursuant to Sections 1110, 1400 and 1401 of the
California Corporations Code, a Certificate of Ownership, and such other
instruments as may be required by California law, shall be executed, verified
and delivered to the Secretary of State of California.

                                   ARTICLE VI

                                  COUNTERPARTS
                                  ------------

  This Plan and Agreement of Merger may be executed in multiple counterparts,
each of which when so executed shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.

  IN WITNESS WHEREOF, each Subsidiary Corporation and the Parent Corporation,
each pursuant to the approval and authority duly given by Sections 1110 and 1400
of the California Corporations Code, have each caused this Plan and Agreement of
Merger to be executed by its officers thereunto duly authorized.



                                                      
ATTEST                                                  LVL COMMUNICATIONS CORPORATION


By: /s/ Stephen Venuti                             By:  /s/ Calbert Lai
    ----------------------------------                  -----------------------------------
    Stephen Venuti, Secretary                           Calbert Lai, President
    --------------                                      -----------

ATTEST                                                  LVL INTERACTIVE, INC.


By: /s/ Stephen Venuti                             By:  /s/ Calbert Lai
    ----------------------------------                  -----------------------------------
    Stephen Venuti, Secretary                           Calbert Lai, President
    --------------                                      -----------  
 
<PAGE>


                                                      
ATTEST                                             LVL ADVERTISING, INC.


By: /s/ Stephen Venuti                             By: /s/ Calbert Lai
    ----------------------------------             -----------------------------------
    Stephen Venuti, Secretary                       Calbert Lai, President


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