Preliminary Plan and Agreement of Reorganization
By Exchange By OTS HOLDINGS, INC. ,
A Colorado Corporation
Of its voting stock for Stock in and of
THIN FILM BATTERY, INC.,
a Nevada Corporation

     OTS HOLDINGS, INC., a Colorado corporation (hereafter "OTS") with a
trading symbol "OTSH", and THIN FILM BATTERY, INC., a Nevada corporation,
(hereinafter "Thin Film") hereby enter into the following Preliminary Plan and
Agreement of Reorganization, in contemplation of the drafting, presentation,
execution and delivery of a formal Plan and Agreement of Reorganization
containing other and additional terms not inconsistent with the following
preliminary provisions.
                           Article I
                          Plan Adopted
Section 1.01: Plan of Reorganization.
     A plan of reorganization of OTS and Thin Film is hereby adopted as
follows:
     a.   Thin Film will cause to be conveyed  to OTS One hundred percent
     (100%) of the issued and outstanding shares of Thin Film, pursuant to
     the terms and conditions hereinafter set forth.
     b.   In exchange for the shares transferred by Thin Film to OTS
     pursuant to this agreement, OTS will cause to be issued and delivered to
     Thin Film Fifteen Million (15,000,000) common shares of OTS, of No Par
     Value value which will, on the date they are issued, constitute
     approximately eighty-nine and nine-tenths percent (89.58%) of the
     16,744,272 common shares of OTS which will then be outstanding.  The
     said common stock of OTS shall, when issued, be validly authorized and
     issued, fully paid and non-assessable.
                           Closing Date
Section 1.02:
Subject to the conditions set forth in the Formal Plan and Agreement of
Reorganization to be drafted, presented, executed and delivered hereafter,
said Formal Plan and Agreement of Reorganization shall be closed and
consummated by the officers of OTS on or before March 1, 2000.
                           Article II
       Covenants, Representations, and Warranties of OTS
2.01: Further Representations.
The Formal Plan and Agreement of Reorganization shall contain usual provisions
related to OTS regarding the legal status, authorized capital, legal status,
financial condition, authority to enter into the agreement, lack of pending
litigation, claims or administrative actions, absence of employment or
employee benefit agreements or contracts with unions, other material
contracts, taxes and related matters, all of which shall suffice to establish
that OTS is presently an inactive business entity without substantial assets
or liabilities.
2.02.   Capital of OTS.
OTS is authorized to issue 100,000,000 common shares of No Par Value.  There
will, at closing, be 1,744,272 shares thereof outstanding in the hands of
approximately 330 registered owners.  OTS warrants that there will immediately
after the closing of this agreement, be not more than Sixteen Million, Six
Hundred Eighty-four Thousand (16,744,272) of its common shares outstanding.
There are no contracts, options, warrants, compensation plans or other
documents requiring the issuance of further shares of OTS. There are no
securities convertible into common stock of OTS.
2.03.  Securities to be Issued
The shares of OTS to be issued pursuant to this agreement are of No Par Value
and will, upon approval by the stockholders of OTS, have equal voting rights
as all other shares of OTS outstanding.  Thin Film hereby acknowledges that
the OTS shares to be issued to them hereunder will not, when issued, have been
registered under either the Securities Act of 1933 or under the Securities Act
of any state; but are being issued in reliance on the exemption from federal
regulation provided by Section 4(2) of the Securities Act of 1933 for
transactions not involving any public offering and from state registration by
applicable private offering or isolated transaction exemptions. In connection
therewith, Thin Film acknowledges, warrants, and represents as follows:
     a. It has received and reviewed, as to OTS, preliminary and unaudited
     consolidated pro forma financial statements of OTS which accurately
     present the financial status of OTS as of their date.
     b. Thin Film is of sufficient business experience to evaluate this
     transaction and is financially able to bear the risk of their investment
     in OTS common shares, including the fact that OTS is now, and has been
     an inactive publicly held "shell"corporation which has divested itself
     of all its business assets and active business operations, and which is
     not presently conducting any active business.
     c.  Thin Film is purchasing OTS's shares for its own account, for
     purposes of investment and not with a view to distribution, except such
     transactions as it may deem appropriate to place the OTS shares in the
     hands of the stockholders of Thin Film.
     d.  Thin Film consents to the placement on each certificate representing
     its shares of OTS of a standard form investment legend stating that the
     shares are not registered under the Securities Act of 1993 and cannot be
     sold, hypothecated, or transferred without registration or under an
     appropriate exemption from registration.  Thin Film acknowledges its
     familiarity with Securities and Exchange Commission Rule 144, that the
     shares to be issued to it pursuant hereto are "restricted securities" as
     defined by that Rule, and that the OTS shares which will be issued to it
     hereunder will be subject to the resale limitations imposed by that
     Rule. Thin Film further concedes that OTS has not represented, directly
     or indirectly, that the exemption from registration provided by Section
     4(1) of the Securities Act of 1933, or Rule 144, will ever be available
     to exempt resale of its OTS shares.
          e. Thin Film hereby consents to the placement of "stop-transfer"
          instructions as to all shares issued to it hereunder and agrees to
          procure consent to such instructions from any persons to whom it  may
          transfer any of the shares issued to it pursuant hereto..
Article III
Access to Business Records of OTS Pending the Closing
Section 3.01:
OTS will afford Thin Film, the Thin Film or either of their accredited
representatives, pending closing, full access during normal business hours to
all properties, books, accounts, contracts, commitments, and records of every
kind of OTS.
Section 3.02:
In addition, OTS will permit Thin Film or Thin Film to make extracts or copies
of all such documents and to supply such additional information or material as
may be reasonably necessary to fully inform Thin Film and the Thin Film of the
condition of OTS.  All such information shall be held in confidence.
Article IV
Covenants, Representations, and Warranties of Thin Film
2.01: Further Representations.
The Formal Plan and Agreement of Reorganization shall contain usual provisions
related to Thin Film regarding the legal status, authorized capital, legal
status, financial condition, authority to enter into the agreement, lack of
pending litigation, claims or administrative actions, absence of employment or
employee benefit agreements or contracts with unions, other material
contracts, taxes and related matters, all of which shall be true and accurate
on the date they are made.
Legal Status
Section 4.01:
Thin Film is a corporation duly organized existing, and in good standing under
the state of Nevada, with legal authority to enter into this transaction.
Corporate Approval
Section 4.02:
Thin Film warrants that it has taken all corporate actions and duly adopted
all resolutions required by its charters and by-laws to permit its officers to
enter into this transaction as its authorized agents.
Material Contracts
Section 4.03:
Except as shall have been disclosed to OTS in writing prior to the closing,
Thin Film is not, and at the closing date will not be a party to, or bound by
any material, oral, or written contract for the employment of any officer or
employee or commitment for any special bonus, compensation or severance pay;
or any pension, profit-sharing, retirement, or stock purchase plan with its
employees or others; or any contract with any labor union.
Litigation
Section 4.05:
There are not now, and at the closing there will not be any material claims,
actions, proceedings, or investigations pending or threatened against Thin
Film in any court or regulatory agency which would bar or infringe the
conveyance contemplated hereby or the value of the Thin Film shares conveyed
hereunder.

Taxes
Section 4.06:
Thin Film does not owe any state, federal, or local taxes, and has filed all
tax returns required to be filed by it.
Article V
Conduct of Business of Thin Film Pending the Closing
Section 5.01:
Thin Film shall be entitled to conduct its regular and ordinary business
pending the closing.
Miscellaneous
Section 6.01:  Notices.
Any notice or other communications required hereby shall be deemed delivered
when deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, return receipt requested, addressed to the
respective corporate and individual parties hereto as set forth on Exhibit 2
hereto.
Section 6.02:  Entire Agreement Counterparts.
This instrument and the exhibits and schedules hereto contain the entire
agreement of the parties.  It may be executed in any number of counterparts,
each of which shall be deemed original, but such counterparts together
constitute only one and the same instrument.
Section 6.03:  Controlling Law.
The validity, interpretation of terms and performance of this agreement shall
be governed by and constructed under the laws of Nevada.

<PAGE>
     WHEREFORE, we have set our hands hereto this Plan and Agreement of
Exchange on this 18th day of February, 2000.

Date:                      OTS HOLDINGS, INC.
                           (OTS)
2/18/2000


                           By:/s/Mark Meriwether
                                  President


Date:                      THIN FILM BATTERY, INC.
                           (Thin Film)
2/18/2000


                           By:/s/Robert Pasquaye
                                  President