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                                EXHIBIT (8K):10.1

                      PLAN OF REORGANIZATION: LCCP AND PASP
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                            SHARE EXCHANGE AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION
                                       BY
                           LAST COMPANY CLOTHING, INC.
                                PREMIER ASP, INC.
                                       AND
                      THE SHAREHOLDERS OF PREMIER ASP, INC.
                          DATED AS OF FEBRUARY 23, 2001

AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") dated February 23, 2001
between Last Company Clothing, Inc., a Nevada corporation ("Buyer" or "LCCP"),
premier ASP, Inc. and the stockholders (each individually a "Stockholder" and
collectively the "Stockholders") of Premier ASP, Inc., a Delaware corporation
("Company").

           The Stockholders own an aggregate of ten thousand (10,000) shares of
voting common stock, $1.00 par value, of the Company, constituting all of the
issued and outstanding capital stock of the Company (the "Shares"). The Buyer
desires to acquire all of the Shares for voting common shares, $0.001 par value,
of the Buyer, in an exchange that qualifies under Sections 354 and 368 of the
Internal Revenue Code of 1954, as amended.

           This Agreement is being entered into for the purpose of implementing
the foregoing desires, and sets forth the terms and conditions pursuant to which
the Company and the Stockholders are selling to the Buyer, and the Buyer is
purchasing from the Company and the Stockholders solely in exchange for 100% of
the voting common shares of the Buyer, for all of the issued and outstanding
Shares of the Company.

           In consideration of the mutual agreement contained herein, the
parties agree as follows:

     I.     SALE  OF  THE  SHARES

           1.01. SHARES Being Exchanged. Subject to the terms and conditions of
this Agreement, at the Closing provided for in Section 2.01 hereof (the
"Closing"), each Stockholder is selling, assigning and delivering to the Buyer
the number of Shares set forth in the column marked "Company Shares Owned" on
Schedule A, opposite the name of such Stockholder.

           1.02. CONSIDERATION. Subject to the terms and conditions of this
Agreement, the Buyer is delivering at the Closing in full payment for the
aforesaid sale, assignment and delivery of the Shares, an aggregate of forty
million (40,000,000) Common Shares of the Buyer, par value $0.001 per share (the
"Buyers" Shares), each Stockholder receiving the number of Buyer's Shares
Allocated " on Schedule A.

     II.     CLOSING

           2.01. TIME AND PLACE. The closing of the transaction contemplated by
this Agreement is taking place at the offices of the Buyer on or about 20 days
following the mailing to the shareholder of the Buyer a Definitive Information
Statement pursuant to Rule 14c of the Securities Exchange Act of 1934.

           2.02 DELIVERIES BY THE STOCKHOLDERS. At the Closing, the Stockholders
are delivering to the Buyer (unless previously delivered) the following:

          2.02  (A).  Certificates  representing  the  Shares  duly  endorsed or
accompanied  by  stock powers duly executed and otherwise in form acceptable for
transfer  on  the  books  of  the  Company.

          2.02  (B).  The stock books, stock ledgers, minute books and corporate
seal of the Company (all other books and records of the Company being located in
the  Company's  corporate  premises).




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           2.02 (C). The contracts and agreements referred to in Section 4.18
hereof.

           2.02 (D). All other previously undelivered items required to be
delivered by the Stockholders to the Buyer at or prior to the Closing.

           2.03. (A) To the Stockholders, (i) certificates representing forty
million (40,000,000) Buyer's Shares, in accordance with Section 1.02 hereof, and
(ii) all disclosures previously requested in addition to undelivered items
required to be delivered by the Buyer to the Stockholders at or prior to
Closing.

           2.04. Actions by the Buyer. At the Closing, the Board of Directors of
the Buyer shall: (i) immediately cancel eighty-seven million nine hundred and
ninety thousand (87,990,000) restricted shares previously issued, and (ii) Elect
to the Board of Directors of the Buyer any number of qualified individuals
nominated by the, Stockholders of the Company. and (iii) all previous Directors
of the Buyer shall immediately resign following such election. Therefore,
following all required actions by the Board of Directors of Buyer: there will be
a total or forty-nine million. nine hundred and forty-six thousand (49,946,000)
Buyer's shares issued and outstanding and the Board or Directors of Buyer shall
be only those individuals nominated by the Stockholders of the Company. It is
anticipated that the Board of Directors of Buyer will change the name of the
Buyer.

     III.  RELATED  TRANSACTIONS

           3.01. There are no other related transactions.

     IV.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  STOCKHOLDERS

           The Stockholders hereby represent and warrant jointly and severally
("except that in the case of Section 4.01 and 4.02 hereof the representations
and warranties contained therein are made severally by the Stockholder) to the
Buyer as follows:

           4.01. TITLE TO THE SHARES. Each Stockholder owns, and is transferring
to the Buyer at the Closing, good, valid, and marketable title to the number of
Shares set forth opposite the name of such stockholder in Section 1.01 hereof,
free and clear of all liens, claims, options, charges and encumbrances
whatsoever.

           4.02. VALID AND BINDING AGREEMENTS. As to each Stockholder, this
Agreement constitutes the valid and binding agreement of such Stockholder,
enforceable in accordance with its terms.

           4.03. Organization of the Company, as listed in Schedule 9.




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           4.03 (A). The (company is a corporation duly organized, validly
existing and if, good standing under the laws of the State of Delaware, and has
the corporate power and authority to carry on business as presently conducted,

           4.03 (B). The copies of the Articles of Incorporation, and all
amendments thereto, of the Company, as certified by the Secretary of State of
Delaware and of the ByLaws, as amended to date, of the Company, as certified by
its Secretary, which have heretofore been delivered to the Buyer, are complete
and correct copies of the Articles of Incorporation and Bylaws of the company as
amended and in effect on the date hereof. All Minutes of the Company are
contained in minute books of the Company heretofore furnished to the Buyer for
examination and being delivered to the Buyer at the Closing, and no minutes have
been included in such minutes books since such examination by the buyer that
have not also been furnished to the Buyer.

           4.03 (C). The Company is licensed or qualified to do business as a
foreign corporation in any jurisdiction and is not required to be so licensed or
qualified or, if required, the failure to be so licensed or qualified will not
have a material adverse effect on or result in any material liability to the
Company.

           4.04. Capitalization of the Company.

           4.04 (A). The authorized capital stock of the Company consists solely
of ten thousand (10,000) shares of common stock, $1.00 par value, of which ten
thousand (10,000) shares are outstanding and no shares are held as treasury
shares. All issued shares of the Company are duly authorized, validly issued an
outstanding , fully paid, and no assessable.

           4.04 (B). Except for the Shares, there are no shares of capital stock
or other securities of the Company outstanding; there are no options, warrants
or rights to purchase or acquire any securities of the Company.

           4.05. SUBSIDIARIES AND AFFILIATES. Except for the securities
identified on the Balance Sheet (as defined in Section 4.08 hereof), the Company
owns 100% capital stock of a corporation and has direct interest in its
business. List of subsidiaries and affiliates on Schedule 7.

           4.06 NO VIOLATION OF AGREEMENTS. Neither the execution nor delivery
of the Agreement, nor the consummation of the transactions contemplated hereby
violates or will violate, or conflicts with or will conflict with, or
constitutes a default under or will constitutes a default under any documents
relating to the Company.

           4.07 FINANCIAL STATEMENTS

           4.07 (A). The Stockholders have delivered to the Buyer audited
financial statements for the year ended December 31, 2000.


           4.07 (B) The Company hereby agrees to furnish to Buyer quarterly
financial statements of the Company. These quarterly statements are due within
thirty (30) days following the end of a fiscal quarter. No quarterly financial
statement need be provided for the last quarter of the fiscal year. The format
of such reports will be specified by the Buyer at the time of closing and may be
subsequently changed by the Buyer, from time to time, by giving the Company
thirty (30) days notice of such change.

           4.08. NO UNDISCLOSED LIABILITIES Except as set forth on the Balance
Sheets, nether the Company or its Stockholders know of any basis for the
assertion of liabilities or against the Company not reflected on the Balance
Sheets.

           4.09. Absence of Certain Changes, Subject to the most recent Balance
Sheets, there have been no material adverse changes in the financial condition
of the Company.




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           4.11 TITLE TO PROPERTIES. Except as otherwise reflected on the
Balance Sheet, the Company has good, valid and marketable title to all its
properties and assets, real, personal and mixed, tangible and intangible,
including, without limitation, the properties and assets reflected in the
Balance Sheet.

           4.12. FIXED ASSETS. Schedule I lists the fixed assets of the Company.
Furthermore, the Company warrants all such property to be in good condition or
sound working order with no known defects. Furthermore, neither the Company nor
any Stockholder has received 'any notification that than is any violation of any
building, zoning, or other law, ordinance or regulation in respect of such
property and to the best of their knowledge, no such violation exists.

           4.13. LEASES. Schedule 2 lists any and all leases the Company is a
party thereto. The Company asserts each said lease is valid, binding and
enforceable in accordance with its terms, and is in full force and effect.

           4.14. PATENTS, Trademarks, Trade Names, etc. Schedule 3 lists any and
all patents, trademarks, trade names, etc. owned by, under license to or used by
the Company.

           4.15. LITIGATION. The Company know of no actions, proceedings, or
investigations pending or, to the best knowledge and belief of the Company and
the Stockholders, threatened by or against the Company.

           4.16. INSURANCE. The policies of fire, liability, workmen s
compensation and product liability are not in effect with respect to the Company
and its operations. Schedule 4 lists all insurance policies.

           4.17.BANK ACCOUNTS. The Company bank account(s) are listed in
Schedule 5 including bank, branch and account number(s).

           4.18. CONTRACTS AND COMMITMENTS. In addition to and specifically
identified in the Balance Sheet, the Company has contracts, commitments,
arrangements or understandings that are material to its business, operations,
financial condition or prospects, except any lease(s) identified in 4.13 above.
Schedule 6 lists all such agreements.

           4.19. COMPLIANCE WITH APPLICABLE LAW. The Company has duly complied,
in respect of its operations, real property, machinery and equipment, all other
property, practices, and all other aspects of its business, with all applicable
laws (whether statutory or other wise). Rules, regulations, ordinances,
judgments, and decrees of all governmental authorities (federal, state, local or
other "laws"), including, but not limited to, the Federal Occupational Safety
and Health Act and all Laws relating to environmental protection and
conservation. Neither the Company nor any Stockholder has received any
notification of any asserted present or past failure to comply.

           4.20. DISCLOSURE. All facts material to all assets, business,
operations, financial condition, and prospects of the Company are reflected in
the Balance Sheet, or have been disclosed herein, or have been disclosed to the
Buyer in writing. No representation or warranty by the Stockholders contained in
this Agreement and no statement contained in any certificate, schedule, list or
other writing furnished to the Buyer pursuant to the provisions hereof, contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein not misleading.

           V. REPRESENTATIONS AND WARRANTIES OF THE BUYER The buyer hereby
represents and warrants as follows:

           5.01. ORGANIZATION OF THE BUYER, The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of Nevada and
has the corporate power and authority to carry on its business as presently
conducted and to enter into and perform this Agreement.

           5.02. AUTHORIZATION. The execution and delivery of this Agreement by
the Buyer and the consummation by the Buyer of the transactions contemplated
hereby have been duly authorized by the Buyers Board of Directors and the
approval thereof by the Buyers Stockholders required by law prior to closing,
and the Buyer is delivering at the Closing a complete and correct copy,
certified by its Secretary or Assistant Secretary, of the relevant resolutions
adopted at the meeting or meetings at which such authorization took place.



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           5.03. VALID AND BINDING AGREEMENT. This Agreement constitutes a valid
and binding agreement of the Buyer, enforceable in accordance with its terms.

           5.04. NO VIOLATION. Neither the execution and delivery of this
Agreement nor the consummation by the Buyer of the transactions contemplated
hereby violates or conflicts with the certificate of incorporation or by-laws of
the Buyer or any agreement or other restriction of any kind of which the Buyer
is a party or by which it is bound.

           5.05. NO PREEMPTIVE RIGHTS. The stockholders of the Buyer are not by
virtue of their ownership of the Buyers common share entitled to any preemptive
rights or subscription privileges with respect to the Buyers Shares to be issued
hereunder.

           5.06. DELIVERY OF REPORTS. The Buyer will deliver to each of the
shareholders and the Company its Annual Report for the fiscal year ending
December 31, 2000.

           5.07. VALIDITY OF THE BUYER'S SHARES. All of the Buyers Shares being
delivered hereunder are duly authorized, validly issued, and outstanding, fully
paid and non-assessable, and have been approved (subject to official notice of
issuance) for listing on the NASD OTCBB.

           5.08. COMPLIANCE WITH RULE 144. Upon receipt from time to time of
written notice from any Stockholder that such Stockholder presently intends to
make routine sales of the Buyers Shares under Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Act"), the Buyer will use its best
efforts to make available the information necessary under Rule 144(c) to enable
such sales to be made. Such obligation will continue until the earlier of the
completion of all sales then intended to be made by the Stockholder or the end
of the three month period commencing on the date of such notice, provided that a
further notice indicating a continued present intention to make routine sales of
the Buyer's Shares under Rule 144 shall be deemed a new notice for purposes of
this Section 5.08.

     VI.  SURVIVAL  OR  REPRESENTATIONS;  INDEMNIFICATION;  SET-OFF

           6.01. SURVIVAL OF REPRESENTATIONS. All representations, warranties,
and agreements made by any party in this Agreement or pursuant hereto shall
survive the Closing hereunder and any investigation at any time made by or on
behalf of any party hereto

           6.02. STATEMENTS AS REPRESENTATIONS. All Statements contained in any
certificate, schedule, list, document, or other writing delivered pursuant
hereto or in connection with the transactions contemplated hereby shall be
deemed representations and warranties within the meaning of Section 6.01 hereof.

     VII.  PROVISIONS  REGARDING  BUYER'S  SHARES

           7.01. REPRESENTATIONS BY THE STOCKHOLDERS. Each Stockholder
represents and warrants to the Buyer that it is his present intention to acquire
the Buyer's Shares for investment and not with a view to the distribution or
resale thereof, and is confirming such intention to the Buyer by letter
simultaneously with the execution hereof.

           7.02. AGREEMENTS BY THE STOCKHOLDER. Each Stockholder agrees that he
will not offer, sell transfer, assign, mortgage, pledge or otherwise dispose of
or encumber any of the Buyers Shares delivered to him pursuant to this Agreement
(a) if such action would prevent the Buyer from accounting for the acquisition
of the Shares as a "pooling of interests" and (b) unless (i) in the






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opinion  of  counsel to the Buyer or in the opinion of the Division of Corporate
Finance  (the  "Division")  of  the  Securities  and  Exchange  Commission  (the
"Commission")  expressed  in  a "no action" letter (which letter and the request
therefore shall be in form and substance satisfactory to. counsel for the Buyer)
registration  of  such sales under the Act, and the rules and regulations of the
Commission therefore, as then in effect, is not required in connection with such
transaction;  (ii)  sale of the  buyer's Shares is permissible under Rule 144 of
the  Commission  under the Act, in which event the Stockholder shall furnish the
Buyer with an opinion of counsel (which counsel shall be reasonably satisfactory
to  counsel  for  the  Buyer  and  which  opinion shall be in form and substance
reasonably  satisfactory  to  the Buyer) the effect that the sale of the Buyer's
Shares  proposed  to  be  sold  is permissible under Rule 144, provided that the
Buyer  agrees to make such representation as may be reasonably requested by such
counsel  and  that  the  Buyer  can  then accurately make concerning the Buyer's
qualification  under  Rule  144 (c); or (iii) a registration statement under the
Act is then in effect with respect to such shares and the purchase or transferee
has  been  furnished with a prospectus meeting the requirements of Section 10 of
the  Act.

           7.03. LEGEND, ETC, Each Stockholder agrees that the Buyer may endorse
on any certificate for the Buyer's Shares to be delivered to or on behalf of the
Stockholder pursuant to this Agreement an appropriate legend referring to the
provision of Section 8.01 and 8.02 hereof, and that the Buyer may instruct its
transfer agent not to transfer any such shares unless advised by the Buyer that
such provision has been complied with.

     VII.      MISCELLANEOUS

           8.01. FURTHER ASSURANCES. From time to time, at the Buyer's request
and without further consideration, each stockholder will execute and deliver to
the Buyer such documents and take such action as the Buyer may reasonably
request in order to consummate more effectively the transactions contemplated
hereby and to vest in the Buyer good, valid and marketable title to the Shares.

           8.02. PARTIES IN INTEREST. Except as otherwise expressly provided
herein, all the terms and provision of this agreement shall be binding upon,
shall inure to the benefit of, and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors, and assigns of
the parties hereto.

           8.03. ENTIRE AGREEMENT. This Agreement, including the exhibits,
schedules, lists and other documents and writing referred to herein or delivered
pursuant hereto, which form a part hereof, contains the entire understanding of
the parties with respect to this subject matter.

           8.04. HEADINGS, ETC. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretations of this Agreement.

           8.05. NOTICE. All notice, request, demands and other communications
hereunder ("Notices") shall be in writing and shall be deemed to have been duly
given if delivered or mailed (registered or certified mail, postage prepaid,
return receipt requested) as follows:

           If to Premier ASP, Inc. To the address(es) set forth on Schedule A.

                If to the -buyer:
                Attention To Kirt W. James, President
                Company Last Company Clothing, Inc.
                Address 24843 Del Prado Suite 318
                City, State, Zip Dana Point, California 92629

           Or such other address(es) as any party may have furnished to the
others in writing in accordance herewith, except that Notices of change of
address(es) shall only be effective upon receipt. All Notices shall be deemed
received on the date of delivery or, if mailed, on the date appearing on the
return receipt therefore,


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           8.06. COUNTERPARTS. This agreement may be executed simultaneously in
several counterparts, each of which be deemed an original but all of which
together shall constitute one and the same instrument.

           8.07. This Agreement shall be governed by and construed pursuant to
the laws of the Nevada


     IX.  TERMINATION

           This Agreement may be terminated at any time prior to the Closing
Date by:

           9.01. Mutual Agreement of the Company's Stockholders, Premier ASP and
LCCP.

           9.02. The Premier ASP Stockholders or Premier ASP, if there has been
a breach by LCCP of any material representation, warranty, covenant or agreement
set forth in this Agreement on the part of LCCP that is not cured, to the
reasonable satisfaction of the Premier ASP Stockholders or Premier ASP, within
10 business days after notice of such breach is given by the Premier ASP
Stockholders or Premier ASP (except that no cure period will be provided for a
breach by LCCP that by its nature cannot be cured):

           9.03 LCCP, if there has been a breach by the Premier ASP Stockholders
or Premier ASP of any material representation, warranty, covenant or agreement
set forth in this Agreement on the part of the Premier ASP Stockholders or
Premier ASP that is not cured by the breaching party, to the reasonable
satisfaction of LCCP, within 10 business days after notice of such breach is
given by LCCP (except that no cure period will be provided for a breach by the
premier ASP Stockholders or Premier ASP that by its nature cannot be cured);

           9.04 the Premier ASP Stockholders or LCCP, if the transactions
contemplated by this Agreement have not been consummated prior to the Closing,
unless the parties agree to extend such date; or

           (1) The Premier ASP Stockholders or LCCP if any permanent injunction
or other order of a governmental entity of competent authority preventing the
consummation of the transactions contemplated by this Agreement has become final
and non-appealable.

           The party wishing to invoke its right to terminate this Agreement
will notify the other parties in writing of its intention and setting forth an
effective date for such termination.



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           Effect of Termination. In the event of the termination of this
Agreement as provided in Section 9, this Agreement will be of no further force
or effect; provided, however, that no termination of this Agreement will relieve
any party of liability for any breach of this Agreement that is based on a
wrongful refusal or failure to perform any obligations or for any covenant that
by its nature survives termination of this Agreement.



           IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the Stockholders of the Company and by a duly authorized officer of
the Buyer on the date first written.



By:/s/  Kirt  W.  James                          By:/s/ Curtiz  Gangi
------  ----  --  -----                          -------------  -----
Kirt James, President and Director               Curtiz Gangi, CEO
Last  Company  Clothing,  Inc.                   Premier  ASP,  Inc.





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