<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2.txt
<DESCRIPTION>PLAN AND AGREEMENT OF MERGER
<TEXT>
                                                                       Exhibit 2

                      PLAN AND AGREEMENT OF MERGER BETWEEN
                       CRYSTALIX GROUP INTERNATIONAL, INC.
                                       AND
                       CRYSTALIX GROUP INTERNATIONAL, INC.


This Plan and  Agreement  of Merger is made and entered  into on the 12th day of
November 2002, by and between  Crystalix Group  International,  Inc.  (Nevada) a
Corporation, hereinafter referred to as the Surviving Corporation, and Crystalix
Group International,  Inc. (Florida), a Corporation,  hereinafter referred to as
the Merged Corporation, and said Corporations are hereinafter sometimes referred
to jointly as the Constituent Corporations.

WITNESSETH:

WHEREAS, the Surviving Corporation is organized and exists under the laws of the
State of Nevada,  having filed its Certificate of Incorporation in the Office of
the  Secretary  of State of the State of Nevada on November  12, 2002 and having
its registered office at 5720 S. Arville in the City of Las Vegas; and

WHEREAS the total number of shares of stock which the Surviving  Corporation has
authority to issue is 300,000,000 shares, of which 100 shares are now issued and
outstanding; and

WHEREAS,  the Merged  Corporation  is organized and exists under the laws of the
State of Florida,  its Articles of Incorporation having been filed in the office
of the  Secretary  of State of the State of Utah on the 22nd day of August 1989;
and

WHEREAS,  the  aggregate  number of  shares  which the  Merged  Corporation  has
authority to issue is 300,000,000  shares, of which 28,851,000 shares are issued
and outstanding; and

WHEREAS, the Board of Directors of each of the Constituent Corporations deems it
advisable that the Merged  Corporation be merged into the Surviving  Corporation
on the terms and conditions set forth below,  in accordance  with the applicable
provisions  of the statutes of the States of Nevada and  Florida,  respectively,
which permit such merger;

THEREFORE, in consideration of the agreements,  covenants and provisions set out
below, the Surviving Corporation and the Merged Corporation,  by their Boards of
Directors, do hereby agree as follows:
<PAGE>
ARTICLE I

The  Surviving  Corporation  and the Merged  Corporation  shall be merged into a
single corporation,  in accordance with applicable provisions of the laws of the
State of Nevada and of the State of Florida,  by the Merged Corporation  merging
into the Surviving Corporation,  which shall be the Surviving Corporation.  This
merger is done for the sole purpose of redomicile to the state of Nevada.

ARTICLE II

Upon the merger  becoming  effective  under the laws of the States of Nevada and
Florida  (such  time  being  referred  to herein as the  "Effective  Date of the
Merger"):

     1.   The two Constituent Corporations shall be a single corporation,  which
          shall be the Surviving Corporation,  and the separate existence of the
          Merged Corporation shall cease, except to the extent, if any, provided
          by the laws of the State of Florida.

     2.   The  Surviving  Corporation  shall  thereupon  possess all the rights,
          privileges, immunities and franchises of the Constituent Corporations;
          and all  property,  real and  personal,  and all debts due on whatever
          account and every other  interest  belonging  to or due to each of the
          Constituent  Corporations shall be vested in the Surviving Corporation
          without further act or deed.

     3.   The Surviving  Corporation  shall be responsible and liable for all of
          the liabilities and  obligations of each  Constituent  Corporation and
          all existing or pending  claims,  actions or proceedings by or against
          the Constituent  Corporations  may be prosecuted to judgment as if the
          merger  had not  taken  place,  or the  Surviving  Corporation  may be
          substituted in the place of the appropriate  Constituent  Corporation,
          and neither the rights of creditors nor any liens upon the property of
          the Constituent Corporations shall be impaired by the merger.

     4.   The  Surviving  Corporation  hereby  agrees that it may be served with
          process in the State of Nevada in any proceeding  for the  enforcement
          of any obligation of either Constituent  Corporation,  including those
          arising from the merger, and hereby irrevocably appoints the Secretary
          of State of Nevada as its agent to accept  service  of  process in any
          such suit or other proceedings, and further agrees that service of any
          such  process may be made by providing  the  Secretary of State of the
          State  of  Nevada  with  duplicate  copies  of such  process;  and the
          Surviving  Corporation  authorizes the aforesaid Secretary of State to
          send such process to it by registered  mail directed to its registered
          office at 5720 S. Arville Ste. 114, Las Vegas, Nevada 89118.
<PAGE>
     5.   With respect to each Constituent Corporation,  the aggregate amount of
          net  assets of each  Constituent  Corporation  that was  available  to
          support  and pay  dividends  before the merger  shall  continue  to be
          available for the payment of dividends by the  Surviving  Corporation,
          except to the extent  that all or a portion of those net assets may be
          transferred to the stated capital of the Surviving Corporation.

     6.   The  Bylaws of the  Merged  Corporation  as they  existed  immediately
          before  the  effective  date of  merger  shall  be the  Bylaws  of the
          Surviving Corporation.

     7.   The  persons  who will  serve on the  Board  of  Directors  and as the
          officers of the  Surviving  Corporation  shall be the same persons who
          served as directors and officers of the Merged Corporation immediately
          before the effective date of the merger.

ARTICLE III

The Articles of Incorporation of the Surviving  Corporation shall not be amended
in any  respect  by reason of this  Agreement  of Merger  and said  Articles  of
Incorporation  shall  constitute the Articles of  Incorporation of the Surviving
Corporation  unless or until it is  subsequently  amended  by the  action of the
Board of Directors and shareholders;  the said Articles of Incorporation are set
forth  in  Exhibit  A  attached  hereto  and are  made a part of this  Plan  and
Agreement of Merger.

ARTICLE IV

The shares of the Constituent Corporations shall be converted into shares of the
Surviving Corporation in the following manner and the terms of the agreement are
as follows:

     1.   Each share of each  Constituent  Corporation  shall be converted  into
          fully  paid  and  non-assessable  share(s)  of  capital  stock  of the
          Surviving  Corporation.  For every 1 common share of  Crystalix  Group
          International,  Inc.  (Florida) will equal 1 share of Crystalix  Group
          International, Inc. (Nevada) common stock

ARTICLE V

The  Merged  Corporation  shall pay all  expenses  incurred  for the  purpose of
bringing this Agreement of Merger and the merger herein described into effect.
<PAGE>
ARTICLE VI

If  the  Surviving   Corporation  shall  have  reason  to  request  any  further
assignments,  conveyances  or other  transfers that on the advice of counsel are
necessary to vest in the Surviving  Corporation  title to any property or rights
of either of the  Constituent  Corporations,  the officers and  directors of the
appropriate Constituent Corporation shall execute any assignment,  conveyance or
transfer to vest such property or rights in the Surviving Corporation.

ARTICLE VII

This Plan and Agreement of Merger shall be submitted to the shareholders of each
of the Constituent  Corporations for  consideration at a meeting of shareholders
held in accordance with the Bylaws of each Constituent  Corporation and with the
laws  of  their  state  of  incorporation,  and  upon  (a) the  approval  by the
shareholders of each Constituent Corporation,  and (b) the subsequent execution,
filing and recording of such documents shall then take effect and be the Plan of
Merger of the Constituent Corporations.

This  Plan and  Agreement  of  Merger  may be  abandoned  by (a)  either  of the
Constituent  Corporations by the action of its Board of Directors if such action
is taken  before  the Plan and  Agreement  of Merger  has been  approved  by the
shareholders of the Constituent  Corporation whose Board seeks  abandonment,  or
(b) the  mutual  consent of the  Constituent  Corporations  if their  respective
Boards of Directors each adopt a resolution abandoning the Plan and Agreement of
Merger before the effective date of the merger.

IN WITNESS WHEREOF, each Constituent Corporation acting by the authority set out
in  resolutions  adopted by its Board of Directors  has  directed  this Plan and
Agreement  of Merger to be  executed  by the  President  and  attested to by the
Secretary of each Constituent Corporation.

Crystalix Group International, Inc. (Florida)


Secretary                                         President
Marc Janssens                                     Armin Van Damme


Crystalix Group International, Inc. (Nevada)


President
Armin Van Damme

</TEXT>
</DOCUMENT>