Exhibit 2.3


                      AGREEMENT AND PLAN OF REORGANIZATION

     AGREEMENT AND PLAN OF  REORGANIZATION  dated as of December 26, 1996, among
Atlantic Pacific Trust (hereinafter  called "Trust") and Atlantic Pacific Trust,
LLC, a Nevada Limited Liability Company (hereinafter called "LLC"), and Xplorer,
S.A.,  Stonehill  Investments,  Ltd.,  and  Compana  Commercial  Atlantis,  S.A.
(hereinafter called the "Beneficiaries").

     1.   PLAN OF REORGANIZATION. The Beneficiaries are the owners of all of the
          issued and outstanding Units of Beneficial  Interest  ("UBI's") of the
          Trust,  which consist of 2,121,260  UBI's.  It is the intention of the
          parties  hereto  that all of the issued and  outstanding  UBI's of the
          Trust shall be  acquired  by LLC in  exchange  solely for its units of
          Interests ("Interests").

     2.   EXCHANGE OF UBI'S FOR INTERESTS. The Trust and the Beneficiaries agree
          that all of the 2,121,260  UBI's of the Trust shall be exchanged  with
          LLC for 2,121,260  Interests of the LLC. The following  numbers of LLC
          Interests  will,  on the closing  date,  as  hereinafter  defined,  be
          delivered to the individual  Beneficiaries in exchange for their Trust
          UBI's as hereinafter set forth:


                                                           No of LLC
                                      No. of UBI's       Interests to
          Beneficiary                 of the Trust        be  Issued
          -----------                 ------------       ------------        
                                         
          Xplorer, S.A                   1,254,960          1,254,960
          Stonehill Investments, Ltd.       20,000             20,000
          Compana Commercial
            Atlantis, S.A                  846,300            846,300
                                         ---------          ---------
                                         2,121,260          2,121,260

Such Interests shall be issued in certificates of such  denominations,  amounts,
and names as may be requested by the respective Beneficiaries. The Beneficiaries
represent and warrant that they will hold such Interests of LLC for investment.

     3.   DELIVERY  OF  UBI'S  AND   INTERESTS.   On  the  closing   date,   the
          Beneficiaries  will  deliver  Certificates  for the UBI's of the Trust
          duly  endorsed  with  signatures  so as to  make  LLC the  sole  owner
          thereof,  free and clear of all claims and  encumbrances;  and on such
          closing  date  delivery  of the  LLC  Interests  will  be  made to the
          Beneficiaries as above set forth.  Delivery will be made at such place
          in or about Weldon,  California,  as may be determined by the parties.
          Time is of essence.

     4.   REPRESENTATIONS  OF  BENEFICIARIES.  The  Beneficiaries  represent and
          warrant as follows:

             a) As of the closing date they will be the sole owners of the UBI's


                                                                     Exhibit 2.3
<PAGE>


          appearing  of  record in their  names;  such  UBI's  will be free from
          claims,  liens,  or  other  encumbrances;   and  they  will  have  the
          unqualified right to transfer such UBI's.

             b) The UBI's  constitute  validly issued UBI's of the Trust,  fully
          paid and nonassessable.

             c) The  Beneficiaries,  by the  signing of this  Agreement,  hereby
          waive notice of a special meeting of the Trustees and Beneficiaries of
          the Trust  regarding this  reorganization  with LLC and hereby approve
          such reorganization with LLC.

             d) The unaudited financial statements of the Trust, as of September
          30, 1996,  which will be  delivered to LLC prior to the closing  date,
          are true and complete  statements  of the  financial  condition of the
          Trust as of that date;  there are no substantial  liabilities,  either
          fixed or contingent,  not reflected in such financial statements other
          than contracts or obligations in the usual course of business;  and no
          such  contracts  or  obligations  in the usual  course of business are
          liens  or  other   liabilities   which,  if  disclosed,   would  alter
          substantially  the  financial  condition  of the Trust as reflected in
          such financial statements.

             e) Since September 30, 1996,  there have not been, and prior to the
          closing date there will not be, any material  changes in the financial
          position of the Trust,  except changes  arising in the ordinary course
          of business.

             f)  The  Trust  is  not  involved  in  any  pending  litigation  or
          governmental   investigation  or  proceeding  not  reflected  in  such
          financial  statements or otherwise disclosed in writing to LLC and, to
          the  knowledge of the Trust or the  Beneficiaries,  no  litigation  or
          governmental  investigation  or proceeding  is threatened  against the
          Trust.

             g) As of the closing date,  the Trust will be in good standing as a
          bona fide Trust Organization.

     5.   REPRESENTATION  OF  ACQUIRING  LLC.  LLC  represents  and  warrants as
          follows:

             a) As of the closing date, the LLC Interests to be delivered to the
          Beneficiaries  will constitute the valid and legally issued  Interests
          of LLC, fully paid and  nonassessable,  and will be legally equivalent
          in all respects to the Interests of LLC issued and  outstanding  as of
          the date hereof.

             b)  the  managers  of LLC  are  duly  authorized  to  execute  this
          Agreement pursuant to authorization of its Interest holders.

             c) Since  November 5, 1996,  there have not been,  and prior to the
          closing date there will not be, any material  changes in the financial
          position of LLC,  except  changes  arising in the  ordinary  course of
          business.


                                                                     Exhibit 2.3
<PAGE>


             d) LCC is not involved in any pending  litigation  or  governmental
          investigations   or  proceeding   not  reflected  in  such   financial
          statements or otherwise disclosed in writing to the Beneficiaries.

             e) As of the closing date, LLC will be in good standing as a Nevada
          Limited Liability Company.

     6.   CONDITIONS  OF CLOSING.  The closing date herein  referred to shall be
          December  27,  1996,  or such  other  date as the  parties  hereto may
          mutually agree upon.  All  representations  and covenants  herein made
          shall  survive the closing.  At the closing the  Beneficiaries  hereby
          designate,  nominate,  constitute, and appoint William M. Moreland and
          Steven B.  Mortensen,  and each of them, as their agents and attorneys
          in fact to accept delivery to the  certificates of LLC Interests to be
          issued in their  respective  names,  and to give a good and sufficient
          receipt and acquittance  for the same, and in connection  therewith to
          make delivery of their UBI's in the Trust to LLC.

     7.   PROHIBITED  ACTS.  The Trust  agrees  not to don any of the  following
          things prior to the closing  date,  and the  Beneficiaries  agree that
          prior to the closing date they will not request or permit the Trust to
          do any of the following things:

             a) Declare or pay any dividends, interest or other distributions on
          its UBI's or purchase or redeem any of its UBI's;

             b) Issue  any  UBI's or other  securities,  including  any right or
          option to purchase or otherwise acquire any of its UBI's, or issue any
          notes or other  evidences of  indebtedness  not in the usual course of
          business;

             c) Make capital  expenditures  in excess of an aggregate of $25,000
          except with the consent of LLC.

     8.   DELIVERY OF  RECORDS.  The  Beneficiaries  agree that on or before the
          closing date they will cause to be delivered to LLC such Trust records
          or other documents of the Trust as LLC may request.

     9.   NOTICES.  Any  notice  which any of the  parties  hereto may desire to
          serve upon any of the other  parties  hereto  shall be in writing  and
          shall be  conclusively  deemed to have been  received  by the party to
          whom addressed,  if mailed, postage prepaid,  United States Registered
          Mail, to the following addresses:

             Atlantic Pacific Trust, LLC
             4750 Kelso Creek Road
             Weldon, California 93283
             Attention: Steven B. Mortensen, Manager

             Beneficiaries, c/o William M. Moreland
             Atlantic Pacific Trust
             4750 Kelso Creek Road
             Weldon, California 93283


                                                                     Exhibit 2.3
<PAGE>


     10.  SUCCESSORS.  This  Agreement  shall be  binding  upon and inure to the
          benefit  of  the  heirs,  personal  representatives,  successors,  and
          assigns of the parties.


          Executed  in  multiple  counterparts,  each of which shall be deemed a
          duplicate original, as of the date first above written.

          LLC                               Atlantic Pacific Trust, LCC
                                      
                                            By: /s/  Steven B. Mortensen
                                               -------------------------
                                               Manager

          Trust                             Atlantic Pacific Trust

                                            By: /s/ William M. Moreland
                                                ------------------------
                                                Trustee

          Beneficiaries                       /s/ Thomas C. Roddy
                                              --------------------------
                                              Xplorer, S.A.
                                              
                                              --------------------------
                                              Stonehill Investments, Ltd.


                                              ---------------------------
                                              Compana Commercial Atlantis, S.A.



                                                                     Exhibit 2.3
<PAGE>

         Executed  in  multiple  counterparts,  each of which shall be deemed a
          duplicate original, as of the date first above written.

          LLC                               Atlantic Pacific Trust, LCC
                                      
                                            By: 
                                               -------------------------
                                               Manager

          Trust                             Atlantic Pacific Trust

                                            By:
                                                -----------------------
                                                Trustee

          Beneficiaries                     
                                             ---------------------------
                                              Xplorer, S.A.
                                              
                                              /s/
                                              ---------------------------
                                              Stonehill Investments, Ltd.


                                              ---------------------------
                                              Compana Commercial Atlantis, S.A.



                                                                     Exhibit 2.3