Exhibit 10.4

                    PLAN OF REORGANIZATION AND ACQUISITION
                                    BY WHICH
                          TREASURY INTERNATIONAL, INC.
                            (A DELAWARE CORPORATION)
                                  SHALL ACQUIRE
                          AMERICAN SPORTS ACADEMY, LLC
                            (A NEW YORK CORPORATION)
                       FROM AMERICAN SPORTS HISTORY, INC.
                             (A NEVADA CORPORATION)



         This PLAN OF REORGANIZATION  AND ACQUISITION  ("Agreement") is made and
dated  this  18th  day  of  April  2002  by and  between  the  above  referenced
corporations,  and shall  become  effective  on "the  Closing  Date" as  defined
herein.


                            I. THE INTERESTED PARTIES


A.       THE PARTIES TO THIS AGREEMENT

         1.   Treasury International, Inc., a Delaware corporation ("Treasury").

         2.   American Sports Academy, LLC, a New York Limited Liability Company
              ("American").

         3.   American   Sports   History,    Inc.,   a   Nevada    corporation,
              ("Shareholder")  owner  of 100% of the  outstanding  interests  of
              American.

         4.   Treasury,  American,  and  the  Shareholder  may  be  referred  to
              collectively herein as the "Parties."



                                  II. RECITALS


A.       THE CAPITAL OF TREASURY AND AMERICAN

         1.   The capital of Treasury consists of  100,000,000  shares of Common
Stock,  $.001  par  value,  authorized,   of  which  4,421,211  are  issued  and
outstanding as of the date of this Agreement, and no shares of Preferred Stock.

         2.   The  capital of  American  consists  of one  membership  interests
outstanding  all of which are issued  to American Sports History, Inc., a Nevada
corporation.

B.       THE BACKGROUND FOR THE ACQUISITION

         Treasury  desires  to  acquire  American,  and  the  directors  of  the
Shareholder desire to sell American to Treasury.


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                   III. CONDITIONS PRECEDENT TO REORGANIZATION


A.       DIRECTOR APPROVAL

         The  Board  of  Directors  of  the  Parties   respectively  shall  have
determined  that it is advisable  and in the best  interests of each of them and
both of them to proceed with the acquisition by Treasury of American.


B.       EFFECTIVE DATE

         This Plan of Reorganization and Acquisition shall become effective on a
date designated  hereinafter as the "Closing Date";  provided that the following
conditions precedent shall have been met, or waived in writing by the Parties:

         1. At the  Closing,  Treasury  shall issue  100,000  shares of Treasury
Common  Stock to the  Shareholder  and  deliver a  $100,000  Promissory  Note to
Shareholder.

         2. Each Party shall have furnished to the other Party all corporate and
financial  information  which  is  customary  and  reasonable,  to  conduct  its
respective  due  diligence,  normal for this kind of  transaction.  If any Party
determines  that there is a reason not to complete  this Plan of  Reorganization
and Acquisition as a result of their due diligence  examination,  then they must
give written  notice to the other  Parties  prior to the  expiration  of the due
diligence  examination  period.  The Due Diligence period,  for purposes of this
paragraph,  shall expire on a date determined by the Parties,  which shall be no
later than sixty days after the Closing Date.

         3. All  of  the  terms,  covenants  and  conditions  of  this  Plan  of
Reorganization  and  Acquisition  to be complied with or performed by each Party
for Closing shall have been complied with, performed or waived in writing.

         4. The representations and warranties of the Parties, contained in this
Plan of  Reorganization  and  Acquisition,  as  herein  contemplated,  except as
amended,  altered or waived by the Parties in writing, shall be true and correct
in all  material  respects at the Closing Date with the same force and effect as
if such representations and warranties are made at and as of such time; and each
Party shall  provide the other with a  corporate  certificate,  of a director of
each Party, dated the Closing Date, to the effect, that all conditions precedent
have been met, and that all  representations  and  warranties  of such Party are
true  and  correct  as of that  date.  The form and  substance  of each  Party's
certification shall be in form reasonably satisfactory to the other.


C.       TERMINATION

         This Plan of  Reorganization  and  Acquisition may be terminated at any
time  prior  to the  Closing  Date,  whether  before  or after  approval  by the
shareholders  of the Parties:  (i) by mutual consent of the Parties;  or (ii) by
any Party if any other Party is unable to meet the specific conditions precedent
applicable  to its  performance  within a  reasonable  time.  In the event  that
termination of this Plan of Reorganization  and Acquisition  occurs, as provided
above, this Plan of  Reorganization  and Acquisition shall forthwith become void


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and  there  shall be no  liability  on the part of any  Party or its  respective
officers, directors and managers.



                             IV. PLAN OF ACQUISITION


A.       REORGANIZATION AND ACQUISITION

         Treasury and American are hereby reorganized,  such that Treasury shall
acquire all the issued and outstanding membership interests of American with all
of its current assets,  liabilities and businesses,  and American shall become a
wholly owned subsidiary of Treasury.


B.       SURVIVING CORPORATION

         Both  Treasury and American  shall  survive the  Reorganization  herein
contemplated  and shall continue to be governed by the laws of their  respective
jurisdiction. The resulting parent corporation is the entity responsible for the
rights of dissenting shareholders.


C.       SURVIVING ARTICLES OF INCORPORATION

         The Articles of Incorporation  and Operating  Agreement of Treasury and
American, respectively, shall remain in full force and effect, unchanged.


D.       SURVIVING BYLAWS

         The Bylaws of both Treasury and American shall remain in full force and
effect, unchanged.


E.       PURCHASE PRICE

         At Closing,  Treasury shall purchase all of the issued and  outstanding
membership interests of American for the consideration as follows:

         1. Issuance and  delivery  to Shareholder of 100,000 shares of Treasury
Common Stock, and

         2. Delivery of a $100,000 Promissory  Note due and  payable  two  years
after  the  Closing  with interest  of  seven  percent (7%)  per  annum  payable
semi-annually, and

         3. Payment,  semi-annually,  to Shareholder of five percent (5%) of the
net profits  earned by  American,  up to an aggregate  amount of  $500,000.  For
purposes of this  Agreement,  "net profit" shall mean  American's net sales plus
other  income,  less (i) cost of goods sold and (ii) all expenses and charges of
every kind and  description  accrued by it  (including  without  limitation  any
corporate overhead fees paid to Treasury),  all as determined in accordance with
generally accepted accounting principles consistently applied.


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<PAGE>
         4. Also at the Closing,  the  Shareholder  will transfer and convey 100
percent  of the issued and  outstanding  membership  interests  of  American  to
Treasury in form and substance satisfactory to Treasury.


F.       OTHER CONDITIONS OF ACQUISITIONS

         1. American shall own all of the assets it currently owns except as may
be sold or transferred in the ordinary course of business;

         2.  Receipt  by  Treasury,  prior  to  Closing,  of an  Indemnification
Agreement signed by Herbert Hefke in a form and content  acceptable to Treasury;
and

         3. American shall provide Treasury with the financial records necessary
for Treasury's  accountants to audit American for the  years-ending  January 31,
2001 and January 31, 2002.

         4. At  the  Closing,  American  shall  have  no  more  than  $80,000.00
in  liabilities, including contingent or otherwise.


G.       FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING

         The  directors  and  managers of each Party shall and will  execute and
deliver any and all necessary  documents,  acknowledgments and assurances and do
all things  proper to  confirm or  acknowledge  any and all  rights,  titles and
interests created or confirmed  herein;  and all Parties covenant hereby to deal
fairly and in good faith with each other and each others shareholders.



                V. GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES

         The  purpose  and  general  import of the  Mutual  Representations  and
Warranties  are that each  Party has made  appropriate  full  disclosure  to the
others, that no material information has been withheld, and that the information
exchanged is accurate, true and correct.

A.       ORGANIZATION AND QUALIFICATION

         Each Party  warrants and  represents  that it is duly  organized and in
good  standing,  and  is  duly  qualified  to  conduct  any  business  it may be
conducting, as required by law or local ordinance.

B.       CORPORATE AUTHORITY

         Each Party  warrants and  represents  that it has corporate  authority,
under the laws of its jurisdiction and its constituent documents, to do each and
every  element of  performance  to which it has agreed,  and which is reasonably
necessary, appropriate and lawful, to carry out this Agreement in good faith.

C.       OWNERSHIP OF ASSETS AND PROPERTY

         Each  Party  warrants  and  represents  that it has  lawful  title  and
ownership  of its  property as reported to the other,  and as  disclosed  in its
financial statements.

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<PAGE>
D.       ABSENCE OF CERTAIN CHANGES OR EVENTS

         Each Party warrants and represents  that there are no material  changes
of  circumstances  or events  which have not been fully  disclosed  to the other
Party, and which, if different than previously  disclosed in writing,  have been
disclosed in writing as currently as is reasonably practicable.

E.       ABSENCE OF UNDISCLOSED LIABILITIES

         Each Party warrants and represents specifically that it has, and has no
reason to  anticipate  having,  any  material  liabilities  which  have not been
disclosed to the other, in the financial statements or otherwise in writing.

F.       LEGAL PROCEEDINGS

         Each Party warrants and represents that there are no legal proceedings,
administrative or regulatory  proceeding,  pending or suspected,  which have not
been fully disclosed in writing to the other.

G.       NO BREACH OF OTHER AGREEMENTS

         Each  Party  warrants  and  represents  that  this  Agreement,  and the
faithful  performance of this Agreement,  will not cause any breach of any other
existing agreement,  or any covenant,  consent decree, or undertaking by either,
not disclosed to the other.

H.       CAPITAL STOCK

         Each Party  warrants  and  represents  that the issued and  outstanding
shares and  membership  interests  and all shares and interests of capital stock
and capital  memberships  of each Party,  is as detailed  herein,  that all such
shares and  interests  are in fact  issued  and  outstanding,  duly and  validly
issued,  were  issued  as and are  fully  paid  and  non-assessable  shares  and
interests,  and that,  other than as represented in writing,  there are no other
securities,  membership interests,  options, warrants or rights outstanding,  to
acquire further shares or membership interests of such Party, except as has been
disclosed to the other Party.

I.       BROKERS' OR FINDER'S FEES

         Other than as described herein, each Party warrants and represents that
it is  aware  of no  claims  for  brokers'  fees,  or  finders'  fees,  or other
commissions  or fees,  by any person not  disclosed  to the other,  which  would
become, if valid, an obligation of either Party.



                               VI. INDEMNIFICATION

         Both parties  shall,  and from and after the Closing  Date,  indemnify,
defend and hold  harmless  each person who is now, or has been at any time prior
to the date  hereof or who  becomes  prior to the  Closing  Date,  an officer or
director of either party (the "Indemnified Parties") against all losses, claims,
damages,  costs,  expenses (including  reasonable attorneys' fees and expenses),
liabilities  or  judgments  or  amounts  that  are paid in  settlement  with the


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approval of the  indemnifying  party of or in connection  with any threatened or
actual claim, action, suit,  proceeding or investigation based on or arising out
of the fact that such  person is or was a director  or  officer of either  party
whether  pertaining  to any  matter  existing  or  occurring  at or prior to the
Closing  Date and  whether  asserted  or claimed  prior to, or at or after,  the
Closing Date ("Indemnified Liabilities"),  including all Indemnified Liabilities
based on, or arising out of, or pertaining to this Agreement or the transactions
contemplated hereby, in each case, to the full extent a corporation is permitted
under the California law to indemnify directors or officers.

         Without  limiting the foregoing,  in the event any such claim,  action,
suit,  proceeding or  investigation  is brought against any Indemnified  Parties
(whether arising before or after the Closing Date), (i) the Indemnified  Parties
may retain counsel  satisfactory  to them and the Parties shall pay all fees and
expenses of such  counsel for the  Indemnified  Parties  promptly as  statements
therefore are received;  and (ii) each party shall use all reasonable efforts to
assist in the  vigorous  defense of any such  matter,  provided  that each party
shall  not be liable  for any  settlement  effected  without  its prior  written
consent.  Any  Indemnified  Party  wishing to claim  indemnification  under this
section,   upon  learning  of  any  such  claim,  action,  suit,  proceeding  or
investigation,  shall notify the Parties (but the failure so to notify shall not
relieve a party from any liability  which it may have under this section  except
to the extent such failure prejudices such party). The Indemnified  Parties as a
group may retain only one law firm to  represent  them with respect to each such
matter unless there is, under applicable  standards of professional  conduct,  a
conflict  on any  significant  issue  between the  positions  of any two or more
Indemnified  Parties.  The  Parties  agree that all  rights to  indemnification,
including provisions relating to advances of expenses incurred in defense of any
action or suit,  existing in favor of the  Indemnified  Parties  with respect to
matters   occurring   through  the  Closing  Date,  shall  survive  the  reverse
acquisition and shall continue in full force and effect for a period of not less
than seven years from the Closing Date;  provided,  however,  that all rights to
indemnification  in  respect of any  Indemnified  Liabilities  asserted  or made
within such period shall  continue  until the  disposition  of such  Indemnified
Liabilities.

         The  provisions  of this section are intended to be for the benefit of,
and shall be enforceable by, each Indemnified Party, his or her heirs and his or
her  personal  representatives  and shall be  binding  upon all  successors  and
assigns of both Parties.

















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                       VII. DEFAULT, AMENDMENT AND WAIVER


A.       DEFAULT

         Upon a breach or default  under this  Agreement  by any of the  Parties
(following the cure period provided herein), the non-defaulting party shall have
all rights and remedies given  hereunder or now or hereafter  existing at law or
in equity or by statute or  otherwise.  Notwithstanding  the  foregoing,  in the
event of a breach or default  by any Party  hereto in the  observance  or in the
timely  performance of any of its  obligations  hereunder which is not waived by
the  non-defaulting  Party,  such defaulting  Party shall have the right to cure
such default within 15 days after receipt of notice in writing of such breach or
default.

B.       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, covenant,  representation, or warranty.
No modification or amendment of this Agreement shall be valid and binding unless
it be in writing and signed by all Parties hereto.


                               VIII. MISCELLANEOUS

A.       EXPENSES

         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 for carrying the same
into effect,  and all such taxes, fees, and expenses of the Parties hereto shall
be paid prior to Closing.

B.       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
facsimile,  personal delivery,  overnight  delivery,  or mailed by registered or
certified mail, postage prepaid, with return receipt requested, to the following
addresses:

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         TO Treasury:                       Treasury International, Inc.
                                            422 Montana Street
                                            Libby, Montana  59923
                                            Telephone: (406) 293-7199
                                            FAX:       (406) 293-7299

         With copy to:                      William B. Barnett, Esq.
                                            15233 Ventura Boulevard, Suite 410
                                            Sherman Oaks, California 91403
                                            Telephone: (818) 789-2688
                                            Fax:       (949) 789-2680

         TO AMERICAN AND/OR                 American Sports Academy, LLC and/or
         THE SHAREHOLDER:                   American Sports History, Inc.
                                            21 Maple Avenue
                                            Bay Shore, New York 11706
                                            Telephone: (631) 206-2674
                                            Fax:       (___) _______

         WITH COPY TO:                      Mark E. Lehman, Esq.
                                            Cohne Rappaport & Segal, P.C.
                                            525 E. 100 South, 5th Floor
                                            Salt Lake City, Utah 84102
                                            Telephone:  (801) 532-2666
                                            Fax:             (801) 355-1813

         The persons and  addresses  set forth above may be changed from time to
time by a notice sent as aforesaid.  If notice is given by  facsimile,  personal
delivery,  or  overnight  delivery in  accordance  with the  provisions  of this
Section,  said notice  shall be  conclusively  deemed  given at the time of such
delivery.  If notice is given by mail in accordance  with the provisions of this
Section, such notice shall be conclusively deemed given seven days after deposit
thereof in the United States mail.


C.       ENTIRE AGREEMENT

         This Agreement,  together with any schedules 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 in the  schedules  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.








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D.       SURVIVIAL OF REPRESENTATIONS

         All statements of fact (including  financial  statements)  contained in
the schedules, the exhibits, the certificates, or any other instrument delivered
by or on behalf of the Parties hereto,  or in connection  with the  transactions
contemplated  hereby,  shall be deemed  representations  and  warranties  by the
respective Party hereunder.  All representations,  warranties,  agreements,  and
covenants  hereunder shall survive the Closing and remain effective for a period
of two-years  following the Closing Date,  regardless  of any  investigation  or
audit at any time made by or on behalf of the  Parties or of any  information  a
party may have in respect hereto.  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.

E.       INCORPORATION BY REFERENCE

         The  schedules,   exhibits,  and  all  documents  (including,   without
limitation,  all  financial  statements)  delivered  as part  hereof or incident
hereto are incorporated as a part of this Agreement by reference.

F.       REMEDIES CUMULATIVE

         No remedy herein conferred upon the Parties 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.

G.       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.

H.       GOVERNING LAW

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

I.       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 Los Angeles County, California.

J.       PROFESSIONAL FEES

         In the event any Party hereto shall commence legal proceedings  against
the other to enforce the terms hereof,  or to declare rights  hereunder,  as the
result  of a  breach  of any  covenant  or  condition  of  this  Agreement,  the
prevailing  party in any such  proceeding  shall be entitled to recover from the
losing  party  its  costs  of  suit,  including   reasonable   attorneys'  fees,
accountants' fees, and experts' fees.


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K.       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.

L.       COUNTERPARTS; FACSIMILE SIGNATURES

         This  Agreement  may  be  executed   simultaneously   in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same  instrument.  The Parties agree that
facsimile  signatures  of this  Agreement  shall be deemed a valid  and  binding
execution of this Agreement.

         This PLAN OF  REORGANIZATION  AND  ACQUISITION is executed on behalf of
each Party by its duly authorized representatives,  and attested to, pursuant to
the laws of its respective  place of  incorporation  and in accordance  with its
constituent documents as of the date first written above.




Treasury International, Inc.,
a Delaware corporation


 /s/ Dale Doner
--------------------------------
BY:  Dale Doner
ITS:  President




AMERICAN SPORTS ACADEMY, LLC              AMERICAN SPORTS HISTORY, INC.


  /s/ Robert Dromerhauser                    /s/ Robert Dromerhauser
--------------------------------          ----------------------------------
 BY:  Robert Dromerhauser                   BY:  Robert Dromerhauser
ITS:  President                            ITS:  President
















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