AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated January 28, 2003,
and is by and between Back Channel Investments, Inc., a Delaware corporation (the "Company") and Pacific
Land and Coffee Corporation, a Hawaii corporation ("Pacific Land").
R E C I T A L S
WHEREAS, the shareholders of Pacific Land ("Shareholders") own the shares of capital stock of Pacific Land as
set forth in Schedule 1 attached hereto, constituting all of the issued and outstanding stock of Pacific Land (the
"Pacific Land Shares");
WHEREAS, the Company is a public company, required to file reports under Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act");
WHEREAS, the Board of Directors of the Company and Pacific Land deem it advisable that the acquisition by
the Company of Pacific Land be effected through an exchange (the "Exchange") of Pacific Land Shares pursuant
to this Agreement;
WHEREAS, the Company desires to acquire all of the outstanding Pacific Land Shares for shares of Common
Stock of the Company.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in reliance
upon the representations and warranties hereinafter set forth, the parties agree as follows:
1.01 Exchange. The Shareholders shall exchange all of their Pacific Land Shares for a total of 7,000,000 shares
of Common Stock of the Company (the "Common Stock") at the Closing of this Agreement. Immediately prior
to Closing there shall be 3,000,000 shares of Common Stock outstanding, so that after Closing the Company
shall have outstanding 10,000,000 shares of Common Stock.
1.02. Closing. The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place on
or before February 25, 2003 at the corporate offices of Pacific Land.
1.03. Deliveries. Upon Closing, the parties are delivering the following documents:
1.03(a). The items and documents set forth in Sections 1.01 and