AGREEMENT AND PLAN OF MERGER

EX-20.2 - Datameg Reincorporation - Agreement and Plan of Merger

Exhibit A

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of _______, 2005, pursuant to Section 253

of the Delaware General Corporation Law and Section 907 of the Business

Corporation Law of the State of New York, between Datameg Corp. a Delaware

corporation (the "Surviving Corporation"), and Datameg Corp., a New York

corporation (the "Merged Corporation").

WITNESSETH :

WHEREAS, all of the outstanding capital stock of the Surviving Corporation is

owned by the Merged Corporation; and

WHEREAS, the stockholders of the Merged Corporation and the Surviving

Corporation, and the Board of Directors of the Merged Corporation and Surviving

Corporation, respectively, deem it advisable and generally to the advantage and

welfare of the two constituent corporations and the stockholders of the Merged

Corporation that the Merged Corporation merge with and into the Surviving

Corporation under and pursuant to the provisions of the Delaware General

Corporation Law and of the Business Corporation Law of the State of New York.

NOW, THEREFORE, the corporations parties to this Agreement, in consideration of

the mutual covenants, agreements and provisions hereinafter contained, do hereby

prescribe the terms and conditions of said merger and the mode of carrying the

same into effect as follows:

1. The Merged Corporation shall be and hereby is merged with and into the

Surviving Corporation (the "Merger").

2. The Certificate of Incorporation of the Surviving Corporation shall be the

Certificate of Incorporation of the Surviving Corporation as of the effective

date of this Agreement, until the same shall be amended as provided by law.

3. The by-laws of the Surviving Corporation shall be the by-laws of the

Surviving Corporation as of the effective date of this Agreement, until the

same shall be amended as provided by law.

4. The manner of converting the outstanding shares of the capital stock of

the Merged Corporation into the shares of the Surviving Corporation shall be

that each share of common stock, par value $.01, of the Merged Corporation,

which shall be issued and outstanding on the effective date of this Agreement,

shall be changed and converted into one fully paid and non-assessable share of

Common Stock of the Surviving Corporation. Separately, each share of Common

Stock, par value $.01, of the Surviving Corporation, which was issued and

outstanding immediately before the effective date of this Agreement, all of

which was held by the Merged Corporation, and all rights in respect thereto,

shall forthwith be cancelled.

5. On the Effective Date, the Surviving Corporation will assume and continue

the employee stock plans of the Company. The outstanding and unexercised

portions of all options to buy Common Stock of the Company shall become options

for the same number of shares of Comm