AGREEMENT AND PLAN
THIS AGREEMENT AND PLAN OF REORGANIZATION, made this 5th day of November, 1994, by and
between Stardust, Inc. Production-Recording-Promotion, a Utah corporation having its principal place of
business at 5100 South 1050 West, Riverdale, Utah, 84405, ("Stardust"); Harcourt Investments (USA), Inc., a
Nevada corporation having its principal place of business at 20022 State Road, Cerritos, California ("Harcourt");
and the undersigned shareholders of Harcourt ("Shareholders").
WHEREAS, Shareholders own one hundred percent (100%) of the Share ownership interest of Harcourt, and;
WHEREAS, Shareholders wish to sell and Stardust wishes to acquire Shareholders' one hundred percent
(100%) capital stock ownership of Harcourt, and;
WHEREAS, the parties to this Agreement herein agree that this transaction is by means of private sale, and
waive any and all reference and/or rights as the respective consideration paid or shares received by purchaser as
being a securities transaction, as promulgated by any state, territorial, provincial or federal agency or law.
WHEREAS, the parties to this Agreement have as herein represented and warranted, entered into this binding
Agreement, which terms are herein incorporated and agreed to by the parties hereto; that as such they are an
integral part hereof, and shall remain and survive as to their construction intent and content pursuant and subject
to all conditions of this Agreement, as contained herein.
WHEREAS, Stardust wishes to acquire and Shareholders wish to transfer all of the issued and outstanding
capital stock of Harcourt in a transaction intended to qualify as a reorganization within the meaning of Section
368(a)(b)(B) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, Stardust and Shareholders adopt this Plan or Reorganization and agrees as follows:
ARTICLE 1. EXCHANGE OF STOCK
1.1 NUMBER OF SHARES. Shareholders represent and warrant that they are selling one hundred percent
(100%) (25,000 shar