AGREEMENT AND PLAN OF REORGANIZATION

         THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered
into on April 25, 2000 by and among The Publishing Company of North America,
Inc., a Florida corporation ("PCNA"), John Pedranghelu, Eugene O. Russo
(collectively, the "Stockholders") and 1800attorneys.com Advertising, Inc., a
New York corporation (the "Company"). PCNA, the Stockholders and the Company are
referred to collectively herein as the "Parties."

         WHEREAS, the Stockholders own all the outstanding shares of common
stock of the Company;

         WHEREAS, the Stockholders desire to exchange all of their shares of
common stock of the Company for common stock of PCNA in a reorganization which
is tax free pursuant to Section 368 (b) of the Internal Revenue Code ; and

         WHEREAS, PCNA desires to exchange its shares of common stock for all of
the outstanding shares of common stock of the Company which are owned by the
Stockholders on the terms and conditions contained in this Agreement.

         Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows:

         1.       EXCHANGE OF COMMON STOCK.

                  On and subject to the terms and conditions of this Agreement,
         PCNA agrees to acquire fromthe Stockholders, all of the issued and
         outstanding common stock of the Company and the Stockholders agree to
         transfer to PCNA all of the issued and outstanding shares of the
         Company's common stock in exchange for the issuance to each of the
         Stockholders of 180,000 shares of PCNA's unregistered common stock, no
         par value per share.

         2.       REPRESENTATIONS AND WARRANTIES OF PCNA CONCERNING THE
                  TRANSACTION.


                  PCNA represents and warrants to the Stockholders that the
         statements contained in this Section 2 are correct and complete as of
         the date of this Agreement.

                  (a) Organization of PCNA. PCNA is duly organized, validly
         existing, and in good standing under the laws of the jurisdiction of
         its organization.


                                    Page E-2
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                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000

                  (b) Authorization of Transaction. PCNA has full power and
         authority (including full corporate power and authority) to execute and
         deliver this Agreement and to perform its obligations hereunder. This
         Agreement constitutes the valid and legally binding obligation of PCNA,
         enforceable in accordance with its terms and conditions. PCNA needs not
         give any notice to, make any filing with, or obtain any authorization,
         consent, or approval of any government or governmental agency in order
         to consummate the transactions contemplated by this Agreement.

                  (c) Non-Contravention. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby, will (1) violate any constitution, statute,
         regulation, rule, injunction, judgment, order, decree, ruling, charge,
         or other restriction of any government, governmental agency, or court
         to which PCNA is subject or any provision of its charter or bylaw or
         (2) conflict with, result in a breach of, constitute a default under,
         result in the acceleration of, create in any party the right to
         accelerate, terminate, modify, or cancel, or require any notice under
         any agreement, contract, lease, license, instrument, or other
         arrangement to which PCNA is a party or by which it is bound or to
         which any of its assets are subject.

                  (d) Brokers' Fees. PCNA has no liability or obligation to pay
         any fees or commissions to any broker, finder, or agent with respect to
         the transactions contemplated by this Agreement for which the
         Stockholders could become liable or obligated.

                  (e) Tax-Free Transaction. PCNA shall take no action which
         causes the transaction to be treated as a taxable transaction for the
         Stockholders under the Internal Revenue Code.

                  (f) Anti-dilution Protection. In the event that PCNA engages
         in any split-up of its common stock, issues any dividend to its common
         stockholders or effects any reorganization or re-capitalization
         including any reverse stock split, the Stockholders will be treated in
         the same manner as any other stockholder.

                  (g) Cessation of PCNA's Operations. In the event PCNA ceases
         conducting business operations, the Telephone Number will be
         immediately transferred back to stockholders without the payment of any
         consideration; provided, however, that if PCNA ceases to operate as the
         result of effecting any merger, consolidation, sale of all or
         substantially all of its assets or any similar transaction, the
         Telephone Number shall not be transferred to the Stockholders.

         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
                  STOCKHOLDERS.

                  Each of the Stockholders and the Company represents and
         warrants to PCNA that the statements contained in this Section 3 are
         correct and complete as of the date of this Agreement.


                                    Page E-3
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                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000

                  (a) Organization of the Company. The Company is a corporation
         duly organized on April 19, 2000 in the State of New York and has
         conducted no business operations since its formation.

                  (b) Authorization of Transaction. Each of the Stockholders has
         authority to enter into this Agreement and to carry out its obligations
         hereunder. This Agreement has been duly executed and delivered by each
         of the Stockholders and constitutes their valid and binding obligation,
         enforceable against each of the Stockholders in accordance with its
         terms.

                  (c) Capitalization. There are 200 shares of common stock of
         the Company authorized, all of which are outstanding. All of the issued
         and outstanding shares of Common Stock have been duly authorized, are
         validly issued, fully paid, and non-assessable. There are no
         outstanding or authorized options, warrants, purchase rights,
         subscription rights, conversion rights, exchange rights, or other
         contracts or commitments that could require the Company to issue, sell,
         or otherwise cause to become outstanding any shares of its capital
         stock

                  (d) Non-Contravention. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby, will (1) violate any constitution, statute,
         regulation, rule, injunction, judgment, order, decree, ruling, charge,
         or other restriction of any government, governmental agency, or court
         to which the Stockholders or the Company are subject to any provision
         of its charter or bylaw or (2) conflict with, result in a breach of,
         constitute a default under, result in the acceleration of, create in
         any party the right to accelerate, terminate, modify, or cancel, or
         require any notice under any agreement, contract, lease, license,
         instrument, or other arrangement to which the Stockholders or the
         Company are a party or by which it is bound or to which any of its
         assets are subject.

                  (e) Brokers' Fees. Neither the Stockholders nor the Company
         has any liability or obligation to pay any fees or commissions to any
         broker, finder, or agent with respect to the transactions contemplated
         by this Agreement.

                  (f) Title to Assets. The Company owns and holds good and
         marketable title to, free from any security interests or liens, the
         assets listed on Schedule 3(f). The Administrative Contact for the
         Uniform Resource Locators 1800attorney.com, 887attorney.com,
         1877attorney.com and 877attorney.com, , is (are) _________________.

                  (g) Investment. Each of the Stockholders (1) understands that
         the common stock of PCNA to be received pursuant to Section 1(b) above
         has not been, and will not be, registered under the Securities Act of
         1933 (the "Act"), nor under any state securities laws, and is being
         offered and sold in reliance upon federal and state exemptions for
         transactions not involving any public offering, (2) is acquiring the
         common stock solely for his own account for investment purposes, and
         not with a view to the distribution thereof, (3) is an


                                    Page E-4
<PAGE>

                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000

         accredited investor as defined in Regulation D promulgated under the
         Act; (4) has received certain information concerning PCNA and has had
         access to the copies of the documents listed on Schedule 3(g) in order
         to evaluate the merits and the risks inherent in holding the common
         stock, and (5) is able to bear the economic risk and lack of liquidity
         inherent in holding the common stock.

                  (h) Restrictions on Sale of Securities. The Stockholders agree
         to enter into any lock-up agreement requested by an underwriter of the
         securities of PCNA provided that PCNA's officers and directors are also
         subject to such lock-up agreement. (i) Tax Return for the period prior
         to this transaction. The Stockholders agree to file or cause to have
         filed any federal, state, and local tax returns as required for the
         Company from the time of its incorporation until the effective date of
         this transaction. A copy of all such returns will be provided to PCNA
         as soon as practicable after their filing.

                  4. ACTIONS FOLLOWING CLOSING.

                  (a) Lease of Acquired Intellectual Property. PCNA shall lease
         the use of the telephone number 1-800-attorney (the "Telephone Number")
         to the Stockholders on a month-to-month basis for $10.00 per month;
         provided, however, such month-to month lease shall be terminable at the
         sole discretion of PCNA upon 45 days notice to Sellers, and the
         Telephone Number shall be transferred to Purchaser within such 45-day
         period.

                  (b) Non Compete Agreement. Except for the referral service
         described in Section 4(c), Sellers shall not conduct any type of
         attorney referral service using either the telephone or the Internet
         for a period of three years from the date of this Agreement.

                  (c) Limited Right of Sellers to Conduct Referral Services. The
         Stockholders may conduct a law office and/or referral service for legal
         services in the Counties of Nassau, Suffolk, Kings and Queens in the
         State of New York. The Stockholders shall receive all calls made to
         1800Attorney for the above-mentioned counties at no cost or expense to
         the Stockholders. The Stockholders shall also be the exclusive
         attorneys listed in all internet and print media for legal services in
         the counties Nassau, Suffolk, Kings and Queens in the State of New
         York. The current commercials may be used for advertising by the
         Stockholders in the New York area and any new commercials produced by
         PCNA will be provided to the Stockholders for their use at no charge in
         the New York area. All other advertising of the 1800 number must be
         approved by PCNA and said consent cannot be unreasonably withheld.

                  5.       REMEDY FOR BREACHES OF THIS AGREEMENT.

                  (a) Survival of Representations and Warranties. All of the
         representations and warranties of the Parties contained in this
         Agreement above shall survive the date of this Agreement and continue
         in full force and effect for a period of the greater of (i) three years
         or (ii) the applicable statute of limitations.


                                    Page E-5
<PAGE>

                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000

                  (b) Indemnification Provisions for Benefit of PCNA. In the
         event either of the Stockholders breaches any of their representations,
         warranties, and covenants contained herein, and, if there is an
         applicable survival period pursuant to Section 5(a) above, provided
         that PCNA make a written claim for indemnification against either of
         the Stockholders within the applicable survival period, then each of
         the Stockholders agrees to indemnify PCNA from and against the entirety
         of any losses, damages, expenses or fees, including reasonable
         attorneys' fees (the "Losses") PCNA may suffer through and after the
         date of the claim for indemnification resulting from, arising out of,
         relating to, in the nature of, or caused by the breach (or the alleged
         breach).

                  (c) Indemnification Provisions for Benefit of the Seller. In
         the event PCNA breaches any of its representations, warranties, and
         covenants contained herein, and, if there is an applicable survival
         period pursuant to Section 5(a) above, provided that the Stockholders
         make a written claim for indemnification against PCNA within such
         survival period, then PCNA agrees to indemnify the Stockholders from
         and against the entirety of any Losses the Stockholders may suffer
         through and after the date of the claim for indemnification resulting
         from, arising out of, relating to, in the nature of, or caused by the
         breach (or the alleged breach).

                  (d)      Matters Involving Third Parties.
                           -------------------------------

                           (i) If any third party shall notify any Party (the
                  "Indemnified Party") with respect to any matter (a "Third
                  Party Claim") which may give rise to a claim for
                  indemnification against any other Party (the "Indemnifying
                  Party") under this Section 5, then the Indemnified Party shall
                  promptly (and in any event within five business days after
                  receiving notice of the Third Party Claim) notify the
                  Indemnifying Party thereof in writing.

                           (ii) Any Indemnifying Party shall have the right to
                  defend the Indemnified Party against the Third Party Claim
                  with counsel of its choice reasonably satisfactory to the
                  Indemnified Party; provided, however, that the Indemnifying
                  Party shall not consent to the entry of any judgment or enter
                  into any settlement with respect to the Third Party Claim
                  without the prior written consent of the Indemnified Party
                  (not to be withheld unreasonably) unless the judgment or
                  proposed settlement involves only the payment of money damages
                  and does not impose an injunction or other equitable relief
                  upon the Indemnified Party.

                           (iii) Unless and until an Indemnifying Party assumes
                  the defense of the Third Party Claim as provided in Section
                  5(d)(ii) above, however, the Indemnified Party may defend
                  against the Third Party Claim in any manner it may deem
                  reasonably appropriate.


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                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000

                           (iv) In no event will the Indemnified Party consent
                  to the entry of any judgment or enter into any settlement with
                  respect to the Third Party Claim without the prior written
                  consent of the Indemnifying Party.

         6.       MISCELLANEOUS.

                  (a) Severability. In the event any parts of this Agreement are
         found to be void, the remaining provisions of this Agreement shall
         nevertheless be binding with the same effect as though the void parts
         were deleted.

                  (b) Entire Agreement. This Agreement (including the Schedules
         referred to herein) constitutes the entire agreement among the Parties
         and supersedes any prior understandings, agreements, or representations
         by or among the Parties, written or oral, to the extent they relate in
         any way to the subject matter hereof.

                  (c) Counterparts. This Agreement may be executed in one or
         more counterparts each of which shall be deemed an original but all of
         which together will constitute one and the same instrument. The
         execution of this Agreement may be by actual or facsimile signature.

                  (d) Binding Effect. This Agreement shall be binding upon and
         inure to the benefit of the parties hereto and their legal
         representatives, successors and assigns.

                  (e) Notices and Addresses. All notices, offers, acceptance and
         any other acts under this Agreement shall be in writing, and shall be
         sufficiently given if delivered to the addressees in person, by Federal
         Express or similar receipted delivery, by facsimile delivery or, if
         mailed, postage prepaid, by certified mail, return receipt requested,
         as follows:

         If to PCNA:               The Publishing Company of North America, Inc.
                                   186 P.C.N.A. Parkway
                                   Lake Helen, FL 32744
                                   (800)  644-3458
                                   Facsimile (407) 228-0276

         with a copy to:           Michael D. Harris, Esq.
                                   Michael Harris, P.A.
                                   1645 Palm Beach Lakes Blvd., Suite 550
                                   West Palm Beach, FL  33401
                                   (561) 478-7077
                                   Facsimile (561) 478-1817

         If to the Stockholders:   Russo and Pedranghelu


                                    Page E-7
<PAGE>

                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000

                                       16 East Old Country Road
                                       Hicksville, NY  11801
                                       (516) 822-1600

or to such other address as either of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by

                  (f) Governing Law. This Agreement and any dispute,
         disagreement, or issue of construction or interpretation arising
         hereunder whether relating to its execution, its validity, the
         obligations provided herein or performance shall be governed or
         interpreted according to the internal laws of the State of Florida
         without regard to choice of law considerations.

         IN WITNESS WHEREOF the parties hereto have executed this Agreement on
as of the date first above written.

/s/ Dorothy Germain              The Publishing Company of North America, Inc.
------------------------

                                 By:  /s/ Peter S. Balise
------------------------         ---------------------------------
                                 Peter S. Balise, President


                                 By:  /s/ John Pedranghelu
------------------------         ---------------------------------
                                 John Pedranghelu


                                 By:  /s/ Eugene O. Russo
------------------------         ---------------------------------
                                 Eugene O. Russo


                                 1800attorneys.com Advertising, Inc.
------------------------

                                 By:  /s/ Eugene O. Russo
------------------------         ---------------------------------
                                 Eugene O. Russo, President


                                    Page E-8
<PAGE>

                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000


                                  Schedule 3(f)

                              Assets of the Company


The Company owns and holds good and marketable title to, free from any security
interests or liens, the following assets:


The telephone number 1-800-ATTORNEY

The Uniform Resource Locator 1800attorney.com

The Uniform Resource Locator 887attorney.com

The Uniform Resource Locator 1877attorney.com

The Uniform Resource Locator 877attorney.com



                                    Page E-9
<PAGE>

                               ATTORNEYS.COM, INC.
                        FORM 10-QSB - SEPTEMBER 30, 2000


                                  Schedule 3(g)































                                   Page E-10

Source: OneCLE Business Contracts.