REORGANIZATION AND STOCKPURCHASE AGREEMENT ("Agreement"), dated September 30,
2001 (the "Effective Date"), by and among iLive, Inc., a Nevada corporation
(hereinafter called "iLive")), Fig Tree Capital, LTD, a California corporation
(hereinafter "FTC").

                                   WITNESSETH

     WHEREAS, iLive, Inc. a Nevada Corporation ("iLive") desires to sell 100% of
the Shares of the ownership interests of Asia Pacific Co., LTD., a Niue
Corporation (the "APC Shares"), on the terms and conditions set forth in this
Reorganization and stock Purchase Agreement (hereinafter called "Agreement")

     WHEREAS, Fig Tree Capital, LTD. desires to purchase 100% of the Shares of
the ownership interests of Asia Pacific Co., LTD., a Niue Corporation for
consideration of Ten Thousand Dollars ($10,000) from iLive on the terms and
conditions set forth in the Agreement.

     NOW THEREFORE, in consideration of the premises and respective mutual
agreements, convenants, representations and warranties herein contained, it is
agreed between the parties hereto as follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

1.1     Sale of the APC Shares.
At the Closing, subject to the terms and conditions herein set forth, and on the
basis of the representations, warranties and agreements herein contained, iLive
shall sell the APC shares, and FTC shall purchase from iLive, the APC Shares for
Ten Thousand Dollars ($10,000).

1.2     Instruments of Conveyance and Transfer.
At the Closing, iLive shall deliver certificates representing the APC Shares to
FTC, in form and substance satisfactory to FTC as shall be effective to vest in
FTC all right, title and interest in and to all of the APC Shares.  Within 90
days of the Closing, FTC shall deliver Ten Thousand Dollars to iLive for
consideration.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

2.1     Representations and Warranties of iLive
To induce FTC to enter into this Agreement and to consummate the transactions
contemplated hereby, iLive represents and warrants, as of the date hereof and as
of the Closing, as follows:

2.1.1     Authority of iLive
     The Directors of iLive have the full right, power and authority to enter
into this Agreement and to carry out and consummate the transaction contemplated
herein.  This Agreement constitutes the legal, valid and binding obligation of
iLive.

2.1.2     Existence and Authority of APC
APC is a Niue Corporation duly organized, validly existing and in good standing
under the laws of the Country of Niue.  It has all requisite corporate power,
franchises, licenses, permits and authority to own its properties and assets and
to carry on its business as it has been and is being conducted.  It is in good
standing in each state, nation or other jurisdiction in each state, nation or
other jurisdiction wherein the character of the business transacted by it makes
such qualification necessary.

2.1.3     Capitalization of APC.
The authorized owner interest of APC consists of 10,000,000 Shares of Common
Stock of which 6,900,000 are issued and outstanding.  No other shares of APC are
issued and outstanding.  All of the issued and outstanding Shares have been duly
and validly issued in accordance and compliance with all applicable laws, rules
and regulations and are fully paid and on assessable.  There are no options,
warrants, rights, calls, commitments, plans, contracts or other agreements of
any character granted or issued by APC which provide for the purchase, issuance
or transfer of any Shares of the ownership interest of APC nor are there any
outstanding securities granted or issued by APC that are convertible into any
Shares of the ownership securities of APC, and none is authorized.  APC is not
obligated or committed to purchase, redeem or otherwise acquire any of its
equity.  All presently exercisable voting rights in APC are vested exclusively
in its outstanding Shareholders interests, each share of which is entitled to
one vote on every matter to come before it's shareholders, and other than as may
be contemplated by this Agreement, there are no voting trusts or other voting
arrangements with respect to any of APC's Shareholders interests.

2.1.4     Subsidiaries
"Subsidiary" or "Subsidiaries" means all corporations, trusts, partnerships,
associations, joint ventures or other Persons, as defined below, of which a
corporation or any other Subsidiary of such corporation owns not less than
twenty percent (20%) of the voting securities or other equity or of which such
corporation or any other Subsidiary of such corporation possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies, whether through ownership of voting Shares, management contracts or
otherwise.  "Person" means any individual, corporation, trust, association,
partnership, proprietorship, joint venture or other entity.  There are no
Subsidiaries of APC.

2.1.5     Execution of Agreement
The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not: (a) violate, conflict with,
modify or cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, bylaw, mortgage, lien, deed of trust,
indenture, lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which either iLive are a party or by
which either of them or any of their properties are bound; (b) result in the
creation of any security interest, lien, encumbrance, adverse claim,
proscription or restriction on any property asset (whether real, personal,
mixed, tangible or intangible), right, contract, agreement or business of iLive;
(c) violate any law, rule or regulation of any federal or state regulatory
agency; or (d) permit any federal or state regulatory agency to impose any
restrictions or limitations of any nature on iLive or any of their respective
actions.

2.1.6     Taxes.

2.1.6.1
All taxes, assessments, fees, penalties, interest and other governmental charges
with respect to APC which have become due and payable on the date hereof may or
many not have been paid in full or adequately reserved against by iLive,
(including without limitation, income, property, sales, use, franchise, capital
stock, excise, added value, employees' income withholding, social security and
unemployment taxes), and all interest and penalties there on with respect to the
periods then ended and for all periods thereto;

2.1.6.2
The consummation of the transactions contemplated by this Agreement will not
result in the imposition of any additional taxes on or assessments against
iLive.

2.1.7     Disputes and Litigation.
ILive does not make any guarantee or representation that there is no suit,
action, litigation, proceeding, investigation, claim, complaint, or accusation
pending, threatened against or affecting APC or any of its properties, assets or
business or to which APC is a party, in any court or before any arbitrator of
any kind or before or by any governmental agency (including, without limitation,
any federal, state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and does not make any guarantee or
representation that there is no basis for such suit, action, litigation,
proceeding investigation, claim, complaint, or accusation; (b) or that there is
no pending or threatened change in any environmental, zoning or building laws,
regulations or ordinances which affect or could affect APC or any of its
properties, assets or businesses; and that there is no outstanding order, writ,
injunction, decree, judgment or award by any court, arbitrator or governmental
body against or affecting APC or any of its properties, assets or business.  Nor
does iLive make any guarantee or representation that there is no litigation,
proceeding, investigation, claim, complaint or accusation, formal or informal,
or arbitration pending, or any of the aforesaid threatened, or any contingent
liability which would give rise to any right of indemnification or similar right
on the part of any director or officer of APC or any such person's heirs,
executors or administrators as against APC.

2.1.8     Compliance with laws.
To the best of its knowledge, without guarantee, iLive believes that APC has at
all times been, and presently is, in full compliance with, and has not received
notice of any claimed violation of, any applicable federal, state, local,
foreign and other laws, rules and regulations.  APC has filed all returns,
reports and other documents and furnished all information required or requested
by any federal, state, local or foreign governmental agency and all such
returns, reports documents and information are true and complete in all
respects.  All permits, licenses, orders, franchises and approvals of all
federal, state, local or foreign governmental or regulatory bodies required of
APC for the conduct of its business have been obtained, no violations are or
have been recorded in respect of any such permits, licenses, orders, franchises
and approvals, and there is no litigation, proceeding, investigation,
arbitration, claim, complaint or accusation, formal or informal, pending or
threatened, which may revoke, limit, or question the validity, sufficiency or
continuance of any such permit, license, order franchise or approval.  Such
permits, licenses, orders, franchises and approvals are valid and sufficient for
all activities presently carried on by APC.

2.1.9     Guaranties
To the best of its knowledge, without guarantee, iLive believes that APC has not
guaranteed any dividend, obligation or indebtedness of any Person; nor has any
Person guaranteed any dividend, obligation or indebtedness of APC.

2.1.9     Books and Records
To the best of its knowledge, without guarantee, iLive believes that APC keeps
its books, records and accounts (including, without limitation, those kept for
financial reporting purposes and for tax purposes) in accordance with good
business practice and in sufficient detail to reflect the transactions and
dispositions of its assets, liabilities and equities.  The minute books of the
APC contain records of its Shareholders' and directors' meetings and of action
taken by Shareholders and directors.  The meeting of directors and Shareholders
referred to in such minute books were duly called and held, and the resolutions
appearing in such minute books were duly adopted.  The signatures appearing on
all documents contained in such minute books are the true signatures of the
persons purporting to have signed the same.

2.2     Representations and Warranties of FTC
To induce iLive to enter into this Agreement and to consummate the transactions
contemplated hereby, FTC represents and warrants, as of the date hereof and as
of the Closing, as follows:

2.2.1     Corporate Existence and Authority of FTC
FTC is a corporation duly organized, validly existing and in good standing under
the laws of the State of California.  It has all requisite corporate power,
franchises, licenses, permits and authority to own its properties and assets and
to carry on its business as it has been and is being conducted.  It is in good
standing in each state, nation or other jurisdiction in each state, nation or
other jurisdiction wherein the character of the business transacted by it makes
such qualification necessary.

2.2.2     Subsidiaries
FTC does not have any wholly owned subsidiaries.  FTC will hold, Asia Pacific
Co., LTD as a subsidiary.

2.2.3     Execution of Agreement
The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not: (a) violate, conflict with,
modify or cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, article of incorporation, bylaw,
mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order,
injunction, decree, judgment, law or any other restriction of any kind to which
FTC is a party or by which it or any of its properties are bound; (b) result in
the creation of any security interest, lien, encumbrance, adverse claim,
proscription or restriction on any property or asset (whether real, personal,
mixed, tangible or intangible), right, contract, agreement or business of FTC;
(c) violate any law, rule or regulation of any federal or state regulatory
agency; or (d) permit any federal or state regulatory agency to impose any
restrictions or limitations of any nature on FTC or any of its actions.

2.2.4     Taxes

2.2.5.1
All taxes, assessments, fees, penalties, interest and other governmental charges
with respect to FTC which have become due and payable on the date hereof have
been paid in full or adequately reserved against by FTC, including without
limitation, income, property, sales, use, franchise, capital stock, excise,
added value, employees' income withholding, social security and unemployment
taxes), and all interest and penalties thereon with respect to the periods then
ended and for all periods thereto;

2.2.5.2
There are no agreements, waivers or other arrangements providing for an
extension of time with respect to the assessment of any tax or deficiency
against FTC, nor are there any actions, suits, proceedings, investigations or
claims now pending against FTC, nor are there any actions, suits, proceedings,
investigations or claims now pending against FTC, nor are there any actions,
suits, proceedings, investigations or claims now pending against FTC in respect
to any tax or assessment, or any matters under discussion with any federal,
state, local or foreign authority relating to any taxes or assessments, or any
claims for additional taxes or assessments asserted by any such authority, and
there is no basis for the assertion of any additional taxes or assessments
against FTC, and

2.2.5.3
The consummation of the transactions contemplated by this Agreement will not
result in the imposition of any additional taxes on or assessments against FTC.

2.2.5     Disputes and Litigation

There is no suit, action, litigation, proceeding, investigation, claim,
compliant, or accusation pending, threatened against or affecting FTC or any of
its properties, assets or business or to which or to which FTC is a party, in
any court or before any arbitrator of any kind or before or by any governmental
agency (including, without limitation, any federal, state, local, foreign or
other governmental department, commission, board, bureau, agency or
instrumentality), and there is no basis for such suit, action, litigation,
proceeding, investigation, claim, complaint, or accusation; (b) there is no
pending or threatened change in any environmental, zoning or building laws,
regulations or ordinances which affect or could affect FTC or any of its
properties, assets or businesses; and (c) there is no outstanding order, writ,
injunction, decree, judgment or award by any court, arbitrator or governmental
body against or affecting FTC or any of its properties, assets or business.
There is no litigation, proceeding, investigation, claim, complaint or
accusation, formal or informal, or arbitration pending, or any of the aforesaid
threatened, or any contingent liability which would give rise to any right of
indemnification or similar right on the part of any director or officer of FTC
or any such person's heirs, executors or administrators as against FTC.

2.2.6     Compliance with laws
FTC has at all times been, and presently is, in full compliance with, and has
not received notice of any claimed violation of, any applicable federal, state,
local, foreign and other law, rules and regulations.  FTC has filed all returns,
reports and other documents and furnished all information required or requested
by federal, state, local or foreign governmental agency and all such returns,
reports, documents and information are true and complete in all respects.  All
permits, licenses, orders, franchises and approvals of all federal, state, local
or foreign governmental or regulatory bodies required of FTC for the conduct of
its business have been obtained, no violations are or have been recorded in
respect of any such permits, licenses, orders, franchises and approvals, and
there is no litigation, proceeding, investigation, arbitration, claim, complaint
or accusation, formal or informal, pending or threatened, which may revoke,
limit, or question the validity, sufficiency or continuance of any such permit,
license, order, franchise or approval.  Such permits, licenses, orders,
franchises and approvals are valid and sufficient for all activities presently
carried on by FTC.

2.2.7     Guaranties
FTC has not guaranteed any dividend, obligation or indebtedness of any Person;
nor has any Person guaranteed any dividend, obligation or indebtedness of FTC.

2.2.8     Books and Records.
FTC keeps its books, records and accounts (including, without limitation, those
kept for financial reporting purposes and for tax purposes) in accordance with
good business practice and in sufficient detail to reflect the transactions and
dispositions of its assets, liabilities and equities.  The minute books of the
FTC contain records of its Shareholders' and directors' meetings and of action
taken by Shareholders and directors.  The meeting of directors and Shareholders
referred to in such minute books were duly called and held, and the resolutions
appearing in such minute books were duly adopted.  The signatures appearing on
all documents contained in such minute books are the true signatures of the
persons purporting to have signed the same.

                                    ARTICLE 3
                        CLOSING AND DELIVERY OF DOCUMENTS

3.1     Closing
This is a binding Agreement.  Closing shall be deemed to have occurred upon
delivery of documents within a reasonable time period but no later than
September 29, 2001.

3.2     Delivery by iLive:

(a)     iLive shall deliver or cause to be delivered, to FTC the APC shares and
such instruments, documents and certificates as are required to be delivered so
as to vest all title and interest to FTC to said Shares.
3.3     Delivery by FTC:

(a)     FTC shall deliver, or cause to be delivered with in ninety days of
closing, to iLive Ten Thousand Dollars for consideration for 100% of iLive's
ownership interest in APC pursuant to the provisions of this Agreement.

                                    ARTICLE 4
                        TERMINATION, AMENDMENT AND WAIVER

4.1     Termination
Notwithstanding anything to the contrary contained in the Agreement, this
Agreement may be terminated and the transactions contemplated hereby may be
abandoned at any time prior to the Closing by the mutual consent of all of the
parties;

4.2     Waiver and Amendment
Any term, provision, covenant, representation, warranty or condition of this
Agreement may be waived, but only by a written instrument signed by the party
entitled to the benefits thereof.  The failure or delay of any party at any time
or times to require performance of any provision hereof or to exercise its
rights with respect to any provision hereof shall in no manner operate as a
waiver of or affect such party's right at a later time to enforce the same.  No
waiver by any party of any condition, or of the breach of any term, provision,
covenant, representation or warranty contained in this Agreement, in any one or
more instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or waiver of any other condition or of
the breach of any other term, provision, representation or warranty.  No
modification or amendment to this Agreement shall be valid and binding unless it
be in writing and signed by all parties hereto.

                                    ARTICLE 5
                                    COVENANTS

5.1
     To induce FTC to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant, agreement,
representation or warranty made the shareholders covenants and agrees as
follows:

5.1.1     Notices and Approvals
iLive agrees: (a) to give and to cause APC to give all notices to third parties
which may be necessary or deemed desirable by FTC in connection with this
Agreement and the consummation of the transactions contemplated hereby; 9b) to
use its bet efforts to obtain and to cause APC to obtain, all federal and state
governmental regulatory agency approvals, consents, permits, authorizations, and
orders necessary or deemed desirable by FTC in connection with this Agreement
and the consummation of the transaction contemplated hereby; and (c) to use its
best efforts to obtain, and to cause APC to obtain, all consents and
authorizations of any third parties necessary or deemed desirable by FTC in
connection with this Agreement and the consummation of the transactions
contemplated hereby.

5.1.2     Information for FTC's Statements and Applications
iLive and APC and their employees, accountants and attorneys shall cooperate
fully with FTC in preparation of any statements or applications made by FTC to
any federal or state governmental regulatory agency in connection with this
Agreement and the transactions contemplated hereby and to furnish FTC with all
information concerning iLive and APC necessary or deemed desirable by FTC for
inclusion in such statements and applications, including, without limitation,
all requisite financial statements and schedule.

5.1.3     Access to Information
FTC, together with its appropriate attorneys, agents and representatives, shall
be permitted to make the full and complete investigation of iLive and APC and
have full access to all of the books and records of the other during reasonable
business hours.  Notwithstanding the foregoing, such parties shall treat all
such information as confidential and shall not disclose such information without
the prior consent of the other.

5.2
To induce iLive to enter into this Agreement and to consummate the transactions
contemplated hereby, and without limiting any covenant, agreement,
representation for warranty made FTC covenants and agrees as follows:

5.2.1     Access to Information
iLive, together with its appropriate attorneys, agents and representatives,
shall be permitted to make the full and complete investigation of FTC and have
full access to all of the books and records of the other during reasonable
business hours.  Notwithstanding the foregoing, such parties shall treat all
such information as confidential and shall not disclose such information without
the prior consent of the other.

                                    ARTICLE 6
                                  MISCELLANEOUS

6.1     Expenses
Except as otherwise specifically provided for herein, whether or not the
transactions contemplated hereby are consummated, each of the parties hereto
shall bear all taxes of any nature (including, without limitation, income,
franchise, transfer and sales taxes) and all fees and expenses relating to or
arising from its compliance with the various provisions of this Agreement and
such party's covenants to be performed hereunder, and except as otherwise
specifically provided for herein, each of the parties hereto agrees to pay all
of its own expenses (including, without limitation, attorneys and accountants'
fees and printing expenses) incurred in connection with this Agreement, the
transactions contemplated hereby, the negotiations leading to the same and the
preparations made to carrying the same into effect, and all such taxes, fees and
expense of the parties hereto shall be paid prior to Closing.

6.2     Notices
Any notice, request, instruction or other document required by the terms of this
Agreement, or deemed by any of the parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by prepaid
telegram or delivered or mailed by registered or certified mail, postage
prepaid, with return receipt requested, to the following addresses:

To iLive

2102 Business Center Drive
Irvine, CA 92512

With a copy to:

Vi Bui
The Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA  92660

Fig Tree Capital., Ltd:


The persons and addresses set forth above may be changed from time to tie by a
notice sent as aforesaid.  If notice is given by delivery in accordance with the
provisions of this Section, said notice shall be conclusively deemed given at
the time of such deliver.  If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given
forty-eight (48) hours after deposit thereof in the United States mail.  If
notice is given by telegraph in accordance with the provisions of this Section,
such notice shall be conclusively deemed given at the time that the telegraphic
agency shall confirm delivery thereof to addressee.

6.3     Entire Agreement
This Agreement, together with the Schedule and exhibits hereto, sets forth the
entire agreement and understanding of the parties hereto with respect to the
transactions contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof.  No
understanding, promise, inducement, statement of intention, representation,
warranty, covenant or condition, written or oral, express or implied, whether by
statute or otherwise, has been made by any party hereto which is not embodied in
this Agreement, or exhibits hereto or the written statements, certificates, or
other documents delivered pursuant hereto or in connection with the transactions
contemplated hereby, and no party hereto shall be bound by or liable for any
alleged understanding, promise, inducement, statement, representation, warranty,
covenant or condition not so set forth.

6.4     Survival of Representation
All statements of fact (including financial statements) contained in the
Schedule, the exhibits, the certificates or any other instrument delivered by or
on behalf of the parties hereto, or in connection with the transaction
contemplated hereby, shall be deemed representations and warranties by the
respective party hereunder.  All representation, warranties agreements and
covenants hereunder shall survive the Closing and remain effective regardless of
any investigation or audit or any time made by or on behalf of the parties or of
any information a party may have in respect thereto.  Consummation of the
transactions contemplated hereby shall not be deemed or construed to be a waiver
of any right or remedy possessed by any party hereto, notwithstanding that such
party knew or should have known at the time of closing that such right or remedy
existed.

6.5     Incorporated by Reference
All documents (including, without limitation, all financial statements)
delivered as part hereof or incident hereto are incorporated as part of this
Agreement by reference.

6.6     Remedies Cumulative
No remedy herein conferred upon Purchaser is intended to be exclusive of any
other remedy and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

6.7     Execution of Additional Documents
Each party hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby.

6.8     Finder's and Related Fees
Each of the parties hereto is responsible for, and shall indemnify the other
against, any claim by any third party to a fee, commission, bonus or other
remuneration arising by reason of any services alleged to have been rendered to
or at the instance of said party to this Agreement with respect to this
Agreement or to any of the transactions contemplated hereby.

6.9     Governing Law
This Agreement has been negotiated and executed in the State of California and
shall be construed and enforced in accordance with the laws of such state.

<PAGE>
6.10     Forum
Each of the parties hereto agrees that any action or suit which may be brought
by any party hereto against any other party hereto in connection with this
Agreement or the transactions contemplated hereby may be brought only in a
federal or state court in Orange County, California.

6.11     Binding Effect and Assignment
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, legal
representatives and assigns.

6.12     Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  In making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.

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

iLive, Inc., a
Nevada corporation ("iLive")

By: /s/ Scott Henricks
Its: President & CEO

Fig Tree Capital , Ltd., A California Corporation ("FTC")

By: /s/ Michael Harrison
Its:Director