AGREEMENT AND PLAN OF REORGANIZATION  ("Agreement") between
Drew  Resources, Inc., a Nevada corporation ("DRI") and  Buffton,
Inc.,  a Nevada corporation ("BUF") and the shareholders  of  BUF
(collectively the "Shareholders"), being the owners of record  of
all of the issued and outstanding stock of BUF.

      Whereas, DRI wishes to acquire and the Shareholders wish to
transfer all of the issued and outstanding securities of BUF in a
transaction  intended to qualify as a reorganization  within  the
meaning of 368(a)(1)(B) of the Internal Revenue Code of 1986,  as
amended.

      Now, therefore, DRI and the Shareholders adopt this plan of
reorganization and agree as follows:

     1.    Exchange of Stock. All stock of BUF for stock  of  DRI
equal  to the sum of an aggregate of the par value of $0.001  per
share, as well as one share of DRI for every ten shares of BUF.

     1.1.  Number of Shares.  The Shareholders agree to  transfer
to DRI at the Closing (defined below) all of the shares of common
stock  of BUF, $.001 par value per share in exchange for the  sum
of  the  aggregate of the par value, as well as one share of  DRI
for every ten shares of BUF.

     1.2.   Exchange  of  Certificates.   Each   holder   of   an
outstanding  certificate or certificates theretofore representing
shares of BUF common stock shall exchange such certificate(s) for
cancellation  to  DRI.  The  transfer  of  BUF  shares   by   the
Shareholders  shall be effected by the delivery  to  DRI  at  the
Closing.

     1.3.  Fractional Shares.  In lieu of fractional shares,  the
corporation  shall  round down all split shares  to  the  nearest
whole share.

     1.4.  Further Assurances.  At the Closing and from  time  to
time  thereafter,  the  Shareholders of BUF  shall  execute  such
additional  instruments and take such other  action  as  DRI  may
request  in order more effectively to sell, transfer, and  assign
the transferred stock to DRI and to confirm DRI's title thereto.

     2.    Ratio  of  Exchange.  Each Shareholder  of  BUF  shall
receive 1 share of DRI for every ten shares of BUF.

     3.   Closing.

     3.1.  Time and Place.  The Closing contemplated herein shall
be  held  as  soon  as  possible at the offices  of  Chapman  and
Flanagan at 2080 East Flamingo, Las Vegas, Nevada, unless another
place  or  time is agreed upon in writing by the parties  without
requiring the meeting of the parties hereof.  All proceedings  to
be taken and all documents to be executed at the Closing shall be
deemed to have been taken, delivered and executed simultaneously,
and  no  proceeding  shall be deemed taken nor  documents  deemed
executed  or  delivered until all have been taken, delivered  and
executed.  The date of Closing may be accelerated or extended  by
agreement of the parties.

     3.2. Form of Documents.  Any copy, facsimile telecommunication or
other  reliable  reproduction  of  the  writing  or  transmission
required by this Agreement or any signature required thereon  may
be  used  in  lieu  of  an original writing  or  transmission  or
signature  for any and all purposes for which the original  could
be  used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.

     4.   Unexchanged Certificates.  N/A
5.   Representations and Warranties of the Shareholders

     The Shareholders, individually and separately, represent and
warrant as follows:

     5.1. Title to shares.  The Shareholders, and each of them, are
the  owners, free and clear of any liens and encumbrances, of the
number  of  BUF shares which are listed in the attached  schedule
and which they have contracted to exchange.
5.2. Litigation.  There is no litigation or proceeding pending,
or to any Shareholder's knowledge threatened, against or relating
to shares of BUF held by the Shareholders.

     6.   Representations and Warranties of DRI

     DRI represents and warrants as follows:

     6.1  Corporate Status.  DRI is a corporation duly organized,
validly  existing, and in good standing under  the  laws  of  the
State  of  Nevada  and  is  licensed or qualified  as  a  foreign
corporation in all states in which the nature of its business  or
the character or ownership of its properties makes such licensing
or qualification necessary.
6.2  Capitalization.  The authorized capital stock of DRI
consists of shares of common stock, par value per share, of which
shares are issued and outstanding, all fully paid and
nonassessable and no shares of non-designated preferred stock.
6.3  Subsidiaries.  DRI has no subsidiaries.
6.4  Litigation.  There is no litigation or proceeding pending,
or to the Company's knowledge threatened, against or relating to
DRI, its properties or business, except as set forth in a list
certified by the president of DRI and delivered to the
Shareholders.
6.5  Contracts.  DRI is not a party to any material contract
which would prevent the instant transaction.
6.6  No Violation.  Execution of this Agreement and performance
by DRI hereunder has been duly authorized by all requisite
corporate action on the part of DRI, and this Agreement
constitutes a valid and binding obligation of DRI and performance
hereunder will not violate any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order,
judgement, decree, law, or regulation to which any property of
DRI is subject or by which DRI is bound.
6.7  Taxes.  DRI has filed in correct form all federal, state,
and other tax returns of every nature required to be filed by it
and has paid all taxes as shown on such returns and all
assessments, fees and charges received by it to the extent that
such taxes, assessments, fees and charges have become due.  DRI
has also paid all taxes which do not require the filing of
returns and which are required to be paid by it.  To the extent
that tax liabilities have accrued, but have not become payable,
they have been adequately reflected as liabilities on the books
of DRI and are reflected in the financial statements furnished
hereto.
6.8  Title to Property.  DRI has good and marketable title to all
properties and assets, real and personal, reflected in DRI's
Financial Statements, except as since sold or otherwise disposed
of in the ordinary course of business, and DRI's properties and
assets are subject to no mortgage, pledge, lien, or encumbrance,
except for liens shown therein, with respect to which no default
exists.
6.9  Corporate Authority.  DRI has full corporate power and
authority to enter into this Agreement and to carry out its
obligations hereunder, and will deliver at the Closing a
certified copy of resolutions of its board of directors
authorizing execution of this Agreement by its officers and
performance thereunder.
6.10 Investment Intent.  DRI is acquiring the BUF shares to be
transferred to it under this Agreement for investment and not
with a view to the sale or distribution thereof.
6.11 Future Business Combinations/Acquisitions.  Further, the
candidate, any of its directors, officers, principal shareholders
or general partners:

     (1)  will  not have been convicted of securities fraud, mail
          fraud, tax fraud, embezzlement, bribery, or a similar criminal
          offense involving misappropriation or theft of funds, or be the
          subject of a pending investigation or indictment involving any of
          those offenses;
(2)  will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as an issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of any
investigation or a defendant in a pending lawsuit arising from or
based upon the allegations of unlawful transactions in
securities, or
(3)  will not have been a defendant in a civil action which
resulted in a final judgment against it or him awarding damages
or rescission based upon unlawful practices or sales of
securities.

     DRI's officer and director will make these determinations by
asking  pertinent  questions  of the  management  of  prospective
combination  candidates.  Such persons will  also  ask  pertinent
question  of  others  who  may  be involved  in  the  combination
proceedings.  However, the officer and director of DRI  will  not
take other steps to verify independently the information obtained
in  this  manner. Unless something comes to his attention,  which
puts him on notice of a possible disqualification which might  be
concealed from him, he will rely on the information received from
the  management of the prospective business combination candidate
and   from   others  who  may  be  involved  in  the  combination
proceedings.

     7.   Conduct Pending the Closing

     DRI  and the Shareholders covenant that between the date  of
this Agreement and the Closing as to each of them:

     7.1. No change will be made in the charter documents, by-laws, or
other corporate documents of DRI.
7.2. DRI will use its best efforts to maintain and preserve its
business organization, employee relationships and goodwill
intact, and will not enter into any material commitment except in
the ordinary course of business.
7.3. None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the BUF
shares of common stock owned by them.

     8.   Conditions Precedent to Obligation of the Shareholders

     The  Shareholder's  obligation to consummate  this  exchange
shall be subject to fulfillment on or before the Closing of  each
of  the  following conditions, unless waived in  writing  by  the
Shareholders as appropriate:

     8.1.    DRI    Representations    and    Warranties.     The
representations and warranties of DRI set forth herein  shall  be
true  and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.

     8.2.  DRI Covenants.  DRI shall have performed all covenants
required by this Agreement to be performed by it on or before the
Closing.

     8.3.  Board of Director Approval.  This Agreement shall have
been approved by the Board of Directors of DRI.

     8.4.  Supporting Documents of DRI.  DRI shall have delivered
to  the  Shareholders supporting documents in form and  substance
reasonably satisfactory to the Shareholders, to the effect that:

     (a)   DRI  is  a Nevada corporation duly organized,  validly
existing, and in good standing;

     (b)   DRI's authorized capital stock is as set forth herein:
50,000,000  common  stock, $0.001 par value; 1,000,000  preferred
stock, $0.01 par value;

     (c)   Certified copies of the resolutions of  the  board  of
directors of DRI authorizing the execution of this Agreement  and
consummation hereof;

     (d)  Any document as may be specified herein or required  to
satisfy the conditions, representations and warranties enumerated
elsewhere herein.

     9.   Conditions Precedent to Obligation of DRI

     DRI obligation to consummate this merger shall be subject to
fulfillment  on  or before the Closing of each of  the  following
conditions, unless waived in writing by DRI:

     9.1.  Shareholder's  Representations  and  Warranties.   The
representations  and  warranties of the  Shareholders  set  forth
herein shall be true and correct at the Closing as though made at
and   as  of  that  date,  except  as  affected  by  transactions
contemplated hereby.

     9.2.  Shareholder's Covenants.  The Shareholders shall  have
performed  all  covenants  required  by  this  Agreement  to   be
performed by them on or before the Closing.

     10.   Termination.  This Agreement may be terminated (1)  by
mutual consent in writing; (2) by either the Shareholders or  DRI
if there has been a material misrepresentation or material breach
of  any warranty or covenant by any other party; or (3) by either
Shareholders  or  DRI if the Closing shall not have  taken  place
within  15  days  following execution of this  Agreement,  unless
adjourned to a later date by mutual consent in writing.

     11.    Survival  of  Representations  and  Warranties.   The
representation and warranties of the Shareholders and DRI set out
herein shall survive the Closing.

     12.  Arbitration

     12.1.     Scope.  The parties hereby agree that any and  all
claims  (except  only  for  requests  for  injunctive  or   other
equitable  relief)  whether existing now, in the past or  in  the
future  as to which the parties or any affiliates may be  adverse
parties,  and whether arising out of this agreement or  from  any
other  cause, will be resolved by arbitration before the American
Arbitration Association within the State of Nevada

     12.2.     Consent to Jurisdiction, Situs and Judgement.  The
parties  hereby  irrevocably consent to the jurisdiction  of  the
American Arbitration Association and the situs of the arbitration
(and  any  requests  for  injunctive or other  equitable  relief)
within  the  State  of Nevada.  Any award in arbitration  may  be
entered in any domestic or foreign court having jurisdiction over
enforcement of such awards.

     12.3  Applicable Law.  The law applicable to the arbitration
and  this  agreement  shall  be that  of  the  State  of  Nevada,
determined without regard to its provisions which would otherwise
apply to a question of conflict of laws.

     12.4.      Disclosure and Discovery.  The arbitrator may  in
its  discretion, allow the parties to make reasonable  disclosure
and  discovery in regard to any matters which are the subject  of
the arbitration and to compel compliance with such disclosure and
discovery order.  The arbitrator may order the parties to  comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as  may  be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.

     12.5.      Rules  of  Law. Regardless of  any  practices  of
arbitration to the contrary, the arbitrator will apply the  rules
of  contract and other law of the jurisdiction whose law  applies
to  the  arbitration so that the decision of the arbitrator  will
be,  as  much  a  possible, the same as if the dispute  had  been
determined by a court of competent jurisdiction.

     12.6.      Finality and Fees.  Any award or decision by  the
American Arbitration Association shall be final, binding and non-
appealable  except  as to errors of law or  the  failure  of  the
arbitrator  to adhere to the arbitration provisions contained  in
this agreement.  Each party to the arbitration shall pay its  own
costs  and counsel fees except as specifically provided otherwise
in this agreement.

     12.7.      Measure of Damages.  In any adverse  action,  the
parties  shall  restrict  themselves to claims  for  compensatory
damages  and/or securities issued or to be issued and  no  claims
shall  be  made  by  any  party or affiliate  for  lost  profits,
punitive or multiple damages.

     12.8.      Covenant Not to Sue.  The parties  covenant  that
under  no  conditions will any party or any  affiliate  file  any
action against the other (except only requests for injunctive  or
other  equitable  relief)  in any forum  other  than  before  the
American Arbitration Association, and the parties agree that  any
such  action,  if filed, shall be dismissed upon application  and
shall  be  referred  for  arbitration hereunder  with  costs  and
attorney's fees to the prevailing party.

     12.9.     Intention.  It is the intention of the parties and
their  affiliates  that all disputes of any nature  between  them
whenever  arising,  whether in regard to this  agreement  or  any
other matter, from whatever the cause based on whatever law, rule
or  regulation,  whether  statutory or common  law,  and  however
characterized, be decided by arbitration as provided  herein  and
that  no party or affiliate be required to litigate in any  other
forum  any  disputes  or other matters except  for  requests  for
injunctive  or  equitable  relief.   This  agreement   shall   be
interpreted in conformance with this stated intent of the parties
and their affiliates.

     12.10.      Survival.    The  provisions   for   arbitration
contained  herein shall survive the termination of this agreement
for any reason.

     13.  General Provisions

     13.1.     Further Assurances.  From time to time, each party
will execute such additional instruments and take such actions as
may  be  reasonably required to carry out the intent and purposes
of this agreement.

     13.2.      Waiver.  Any failure on the part of either  party
hereto  to  comply  with  any of its obligation,  agreements,  or
conditions  hereunder may be waived in writing by  the  party  to
whom such compliance is owed.

     13.3.     Brokers.  Each party agrees to indemnify and  hold
harmless  the  other  party against any  fee,  loss,  or  expense
arising  out of claims by brokers or finders employed or  alleged
to have been employed by the indemnifying party.

     13.4.      Notices.   All  notices and other  communications
hereunder  shall be in writing and shall be deemed to  have  been
given  if  delivered  in  person or sent by  prepaid  first-class
certified mail, return receipt requested or recognized commercial
courier service as follows:

     If to DRI, to:

     Shane Lowry, corporate secretary
     #-1924 Whyte Ave.
     Vancouver, B.C. Canada
     V6J 1B3

     If to the Shareholders, to:

     John C. Mueller
     7641 E. Grey Rd., Ste G.
     Scottsdale, AZ   85260

     13.5.      Governing Law.  This agreement shall be  governed
by  and construed and enforced in accordance with the laws of the
State of Nevada.

     13.6.      Assignment.  This agreement shall  inure  to  the
benefit  of,  and be binding upon, the parties hereto  and  their
successors  and assigns; provided.  However, that any  assignment
by  either  party of its rights under this agreement without  the
written consent of the other party shall be void.

     13.7.      Counterparts.   This agreement  may  be  executed
simultaneously in two or more counterparts, each of  which  shall
be deemed an original, but all of which together shall constitute
one  and  the  same  instrument.  Signatures  sent  by  facsimile
transmission  shall  be  deemed to be evidence  of  the  original
execution thereof.

     13.8.      Exchange  Agent and Closing Date.   The  Exchange
Agent  shall be the law firm of Chapman and Flanagan, Las  Vegas,
Nevada.   The  Closing shall take place upon the  fulfillment  by
each party of all the conditions of Closing required herein,  but
not  later  than  15 days following execution of  this  agreement
unless extended by mutual consent of the parties.

     13.9.      Review of the Agreement.  Each party acknowledges
that  it  has had time to review this agreement and, as  desired,
consult  with counsel.  In the interpretation of this  agreement,
no  adverse  presumption shall be made against any party  on  the
basis  that  it has prepared, or participated in the  preparation
of, this agreement.

     13.10.    Schedules.  All schedules attached hereto, if any shall
be  acknowledged  by each party by signature or initials  thereon
and shall be dated.
13.11.    Effective date.  This effective date of this agreement
shall be upon its execution.



 Signature Page to Agreement and Plan of Reorganization between
          Drew Resources, Inc. and the Shareholders of
                          Buffton, Inc.

       IN   WITNESS  WHEREOF,  the  parties  have  executed  this
agreement.



                              DREW RESOURCES, INC.



                              By /s/ Shane Lowry





                              THE SHAREHOLDERS OF
                              BUFFTON, INC.



                              By /s/ John C. Mueller