EXHIBIT 10.1
                                 PLAN OF MERGER
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                                 PLAN OF MERGER

This Plan of Merger is made effective the 25th day of April,  2002,  between The
Board of Directors,  acting as trustees of Life USA, Inc., a dissolved  Colorado
corporation  ("Predecessor"),  the merging  corporation,  and Life USA,  Inc., a
Colorado  corporation  organized  on April 24,  2002 ("Life  USA,  Inc."),  (the
surviving  corporation).  As of the date hereof Predecessor shall be merged into
Life USA, Inc. under the laws of the State of Colorado.

     1.  RECITALS.  Common stock is the only class of  outstanding  stock of the
Predecessor.  Predecessor  was  administratively  dissolved  in  1999  and  as a
completion of the winding up of its affairs  desires to be merged into Life USA,
Inc. (the "Merger").  The corporations desire to adopt this Plan of Merger under
which  Predecessor will be merged into Life USA, Inc. The Boards of Directors of
the corporations  deem it advisable and in the best interest of the corporations
and  shareholders of the corporations  that  Predecessor  merge and combine with
Life USA, Inc. as set forth in this Plan of Merger.

     2. TERMS AND  CONDITIONS.  The terms and  conditions  of the Merger are set
forth herein.

     3.  CONVERSION  OF  SECURITIES.  The Merger shall provide for the following
issuance and exchange of securities:

          a. The authorized shares of Life USA, Inc. shall remain unchanged as a
     result of the Merger.  Each  issued and  outstanding  share of  Predecessor
     shall be converted into one fully paid and nonassessable share of Life USA,
     Inc.

          b. From and  after  the  effective  date of the  Merger,  certificates
     representing  shares of  Predecessor  and  shares  representing  issued and
     outstanding  stock of Life USA, Inc. as of the effective date of the Merger
     (collectively, "Old Shares") shall be deemed to represent only the right to
     shares of the new stock in Life USA, Inc. to which the shareholder would be
     entitled ("New Shares").

          c. After the Effective  Date of the Merger,  it shall not be necessary
     for the holder of the Old Shares to surrender certificates evidencing their
     Old  Shares,  for the New  Shares on the basis  set  forth  above.  The old
     certificates shall be recognized as valid.

     4.  CORPORATE  EXISTENCE.  Life  USA,  Inc.  shall  continue  in  existence
unchanged  at the time of  Merger.  The  separate  existence  Predecessor  shall
thereupon  cease  and the  constituents  shall  become a single  corporation  in
accordance with this Plan of Merger.

     5.  NO   AMENDMENTS   TO  ARTICLES  OF   INCORPORATION.   The  Articles  of
Incorporation of Life USA, Inc. shall not be amended as a result of the Merger.

     6. MISCELLANEOUS.

          a. This Plan of Merger and all questions  arising  hereunder  shall be
     governed by the laws of the State of Colorado.


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          b.  This Plan of Merger  shall be  interpreted  in such a manner as to
     render it enforceable to the maximum degree possible. In the event that any
     clause of this Plan of Merger is found to be illegal or unenforceable, such
     clause  shall be severed or  modified to the extent  necessary  to make the
     remainder  of  this  Plan  of  Merger  enforceable,  and as so  severed  or
     modified, this Plan of Merger shall remain in full force and effect.

Dated the day and year first set forth above.

                                        LIFE USA, INC.,
                                        a dissolved Colorado corporation


                                        Board of Directors
                                        Acting as Trustees

                                        By:/s/Kelly C. Kendall



                                        LIFE USA, Inc.,
                                        a Colorado corporation


                                        By:/s/Kelly C. Kendall