Exhibit 2.01

                  AGREEMENT AND PLAN OF REORGANIZATION


     THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made this
16th day of March, 2001, by and among Upland Energy Corporation, a Utah
corporation ("Upland"); Upland Merger, Co., a Utah corporation ("Merger Co");
and Lifesmart Nutrition, Inc., a Utah corporation ("Lifesmart"); based on the
following:

                                 Recitals

     The parties desire to enter into this agreement to set forth the terms
and conditions of the corporate reorganization pursuant to which Merger Co.
will be merged with and into Lifesmart, with Lifesmart being the surviving
entity, and the issued and outstanding shares of capital stock of Lifesmart
will be converted into shares of Upland common stock.  The merger of Merger
Co. with and into Lifesmart and the issuance of Upland common stock are for
the purpose of effecting a tax-free reorganization pursuant to Sections
368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended
(the "Code").

                                 Agreement

     Based on the stated premises, which are incorporated herein by reference,
and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, it is hereby agreed as follows:

                                 ARTICLE I

                                  MERGER

     1.01     The Merger.     Merger Co. will be merged with and into
Lifesmart which shall survive the merger as the Surviving Corporation.  The
issued and outstanding shares of Lifesmart (the "Lifesmart Shares") shall be
converted into post-split shares of Upland common stock, par value $0.001 per
share, after giving effect to the reverse split described in Section 4.02 (the
"Upland Shares"), as follows:

     (a)     Each Lifesmart Share outstanding on the Effective Date of the
merger shall be converted into seven tenths of one (0.7) Upland Share (the
"Exchange Ratio") for an aggregate of approximately seven million eight
hundred ninety seven thousand seven hundred eighty five (7,897,785) Upland
Shares being issued to the Lifesmart shareholders on the effective date of the
merger; except that, any "Dissenting Shares" of Lifesmart shall receive
payment from Lifesmart, upon the completion of the merger, in accordance with
the provisions of the Utah Revised Statutes.  Dissenting Shares means any
shares of

<PAGE>
Lifesmart for which the holder thereof has exercised his or her appraisal
rights under the Utah Revised Statutes.

     (b)     Upland shall not issue any fractional shares or interest in
connection with the foregoing conversion.  If any holder of Lifesmart Shares
would otherwise be entitled to a fractional share upon exchange thereof,
Upland shall round up the number of Upland Shares to be issued to such holder
to the nearest whole share.

     (c)     After the Effective Date of the merger, each holder of Lifesmart
Shares shall, upon the surrender of the certificates representing such Shares
to the registrar and transfer agent of Upland, be entitled to receive a
certificate or certificates evidencing shares of the Upland Common Stock as
provided herein.  On the Effective Date of the merger, all Lifesmart Shares
shall be canceled and all rights in respect thereof shall cease.

     (d)     Each share of common stock of Merger Co. issued and outstanding
on the Effective Date, and all rights in respect thereof, shall, without any
action on the part of Upland or Merger Co., forthwith cease to exist and be
converted into one validly issued, fully paid and nonassessable share of
common stock of the Surviving Corporation.

     1.02     Adjustments to Exchange Ratio.  For all relevant purposes of the
merger of Lifesmart into Merger Co., the number of shares of Upland Common
Stock to be issued and delivered pursuant to this Agreement shall be
appropriately adjusted to take into account any stock split, stock dividend,
reverse stock split (except for the proposed reverse split set forth in
Section 4.02), recapitalization, or similar change in the Upland Common Stock
which may occur (with the prior written consent of Lifesmart) between the date
of the execution of this Agreement and the date of delivery of such shares to
provide the holders of Lifesmart Shares the same economic effect as
contemplated by this Agreement prior to such event.

1.03     Manner and Basis of Converting Stock.  The manner and basis of
converting the shares of common stock of Lifesmart and Merger Sub, by virtue
of the Merger and without any action on the part of any holder thereof, shall
be as set forth in this Section 1.03.

     (a)     Subject to the terms and conditions of this Agreement, each
Lifesmart Share issued and outstanding immediately prior to the Effective
Date, and all rights in respect thereof, shall at the Effective Date, without
any action on the part of any holder thereof, forthwith cease to exist and be
converted into the right to receive seven tenths of one (0.7) Upland Share.
In other words, Upland shall issue seven tenths of one (0.7) Upland Share for
each one share of Lifesmart for an exchange ratio of 0.7-to-1 (the "Exchange
Ratio").

     (b)     Except as otherwise provided herein, commencing immediately after
the Effective Date, each certificate which, immediately prior to the Effective
Date, represented issued and outstanding Lifesmart Shares shall evidence the
right to receive

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Upland Shares on the basis set forth in paragraph (a) above.  Upon the
surrender by the holders of Lifesmart Shares to the transfer agent and
registrar of Upland of the stock certificate or certificates of Lifesmart
endorsed in blank or accompanied by stock powers executed in blank, with all
signatures medallion guaranteed and with all necessary transfer taxes and
other revenue stamps affixed and acquired, together with the investment
representation letter and all other documents and materials reasonably
required by such transfer agent to be delivered in connection therewith, the
holders of the Lifesmart Shares shall be entitled to receive a certificate or
certificates representing the number of whole Upland Shares to which they are
entitled.

     (c)  On the Closing Date, Upland shall adopt and assume the Lifesmart
Nutrition, Inc. 1999 Non-Qualified Stock Option Plan (the "Lifesmart Incentive
Plan") and all awards made under the Lifesmart Incentive Plan shall be
adjusted so that each award under the Lifesmart Incentive Plan shall be
converted into an award pertaining to such number of post-split Upland Shares
as is equal to the product of (x) the number of shares of Lifesmart Common
Stock subject to such award immediately prior to the Closing Date and (y) the
Exchange Ratio.  Except for adjustments required in connection with the
conversion of Lifesmart Common Stock to post-split Upland Shares, the
Lifesmart Incentive Plan shall be unchanged and shall continue in full force
and effect.  Nothing contained in this Agreement shall be interpreted as
causing any awards under the Lifesmart Incentive Plan to become vested or
exercisable other than in accordance with the terms of such award.  It is
expressly understood by Upland and Lifesmart that the number of shares under
the Lifesmart Incentive Plan may not exceed two million two hundred fifty
thousand (2,250,000) Upland Shares which is the total amount of options
available to Lifesmart management and shareholders under Section7.03 of this
Agreement.

     1.04.  Articles of Incorporation; Bylaws; Directors and Officers of the
Surviving Corporation.  Unless otherwise agreed by Upland and Lifesmart prior
to the Closing, at the Effective Date:

     (a)     The Articles of Incorporation of Lifesmart (the "Articles of
Incorporation") as in effect immediately prior to the Effective Date shall be
at and after the Effective Date (until amended as provided by law and by such
Articles of Incorporation) the articles of incorporation of the Surviving
Corporation.

     (b)     The Bylaws of Lifesmart. as in effect immediately prior to the
Effective Date shall be at and after the Effective Date (until amended as
provided by law, its Articles of Incorporation and its Bylaws, as applicable)
the Bylaws of the Surviving Corporation;

     (c)     The officers of Lifesmart immediately prior to the Effective Date
shall continue to serve in their respective offices of the Surviving
Corporation from and after

<PAGE>
the Effective Date, until their successors are elected or appointed and
qualified or until their resignation or removal; and

     (d)     The directors of Lifesmart immediately prior to the Effective
Date shall be the directors of the Surviving Corporation from and after the
Effective Date, until their successors are elected or appointed and qualified
or until their resignation or removal.

     1.05     Subsequent Actions.  If, at any time after the Effective Date,
the Surviving Corporation shall consider or be advised that any deeds, bills
of sale, assignments, assurances or any other actions or things are necessary
or desirable to continue in, vest, perfect or confirm of record or otherwise
the Surviving Corporation's right, title or interest in, to or under any of
the rights, properties, privileges, franchises or assets of either of its
constituent corporations acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger, or otherwise to
carry out the intent of this Agreement, the officers and directors of the
Surviving Corporation shall be authorized to execute and deliver, in the name
and on behalf of either of the constituent corporations of the Merger, all
such deeds, bills of sale, assignments and assurances and to take and do, in
the name and on behalf of each of such corporations or otherwise, all such
other actions and things as may be necessary or desirable to vest, perfect or
confirm any and all right, title and interest in, to and under such rights,
properties, privileges, franchises or assets in the Surviving Corporation or
otherwise to carry out the intent of this Agreement.

     1.06     Closing and Parties.  The Closing contemplated hereby shall be
held at a mutually agreed upon time and place on May 31, 2001, or on such
other date as may be agreed to in writing by the parties (the "Closing Date").
The Agreement may be closed at any time following approval by a majority of
the shareholders of Upland Common Stock, if required, as set forth in Section
4.02 hereof and the Lifesmart Shareholders as set forth in Section 5.02
hereof.  The Closing may be accomplished by wire, express mail, overnight
courier, conference telephone call or as otherwise agreed to by the respective
parties or their duly authorized representatives.

     1.08     Closing Events.

     (a)     Upland Deliveries.  Subject to fulfillment or waiver of the
conditions set forth in Article IV, Upland shall deliver to Lifesmart at
Closing all the following:

     (i)     A certificate of good standing from the Division of Corporations
and Commercial Code of the State of Utah, issued as of a date within five days
prior to the Closing Date, certifying that Upland is in good standing as a
corporation in the State of Utah;

     (ii)     Incumbency and specimen signature certificates dated the Closing
Date with respect to the officers of Upland executing this Agreement and any
other document delivered pursuant hereto on behalf of Upland;

     (iii)     Copies of the resolutions of Upland's board of directors and
shareholder minutes or consents authorizing the execution and performance of
this
Agreement and the contemplated transactions, certified by the secretary or an
assistant secretary of Upland as of the Closing Date;

     (iv)     The certificate contemplated by Section 4.04, duly executed by
the president of Upland;

     (v)     The certificate contemplated by Section 4.05, dated the Closing
Date, signed by the president of Upland; and

     (vi)     Certificates for seven million eight hundred ninety seven
thousand seven hundred eighty five (7,897,785) Upland Shares in the names of
the Lifesmart Shareholders.

     In addition to the above deliveries, Upland shall take all steps and
actions as Lifesmart and the Lifesmart Shareholders may reasonably request or
as may otherwise be reasonably necessary to consummate the transactions
contemplated hereby.

     (b)     Lifesmart' Deliveries.  Subject to fulfillment or waiver of the
conditions set forth in Article V, Lifesmart and/or Lifesmart Stockholder's
shall deliver to Upland at Closing all the following:

     (i)     A certificate of good standing from the Division of Corporations
and Commercial Code of the of State of Utah, issued as of a date within five
days prior to the Closing Date certifying that Lifesmart is in good standing
as a corporation in the State of Utah;

     (ii)     Incumbency and specimen signature certificates dated the Closing
Date with respect to the officers of Lifesmart executing this Agreement and
any other document delivered pursuant hereto on behalf of Lifesmart;

     (iii)     Copies of the resolutions of Lifesmart' board of directors and
shareholder minutes or consents authorizing the execution and performance of
this Agreement and the contemplated transactions, certified by the secretary
or an assistant secretary of Lifesmart as of the Closing Date;

     (iv)     The certificate contemplated by Section 5.03, executed by the
chief executive officer of Lifesmart; and

     (v)     The certificate contemplated by Section 5.04, dated the Closing
Date, signed by the chief executive officer  of Lifesmart.

In addition to the above deliveries, Lifesmart shall take all steps and
actions as Upland may reasonably request or as may otherwise be reasonably
necessary to consummate the transactions contemplated hereby.

     1.09     Effective Date.  As soon as practicable following consummation
of the transactions contemplated hereby on the Closing Date, Articles of
Merger setting forth such matters as required by the provisions of the
corporate statutes of the State of Utah to complete the merger of Lifesmart
and Merger Co. shall be filed with the Division of Corporations and Commercial
Code of the State of Utah.  The "Effective Date" of the merger shall be the
date the filing of such Articles of Merger shall become effective.

     1.10     Effect of Merger.  On the Effective Date of the merger,
Lifesmart and Merger Co. shall cease to exist separately, and Merger Co. shall
be merged with and into Lifesmart, the surviving corporation, in accordance
with the provisions of this Agreement and the Articles of Merger, and in
accordance with the provisions of and with the effect provided in the
corporation laws of the State of Utah.  Lifesmart, as the surviving
corporation, shall possess all the rights, privileges, franchises, and trust
and fiduciary duties, powers, and obligations, of a private as well as of a
public nature, and be subject to all the restrictions, obligations, and duties
of each of Lifesmart and Merger Co.; all property, real, personal, and mixed,
and all debts due to either Lifesmart or Merger Co. on whatever account, and
all other things belonging to each of Lifesmart and Merger Co. shall be vested
in Lifesmart, all property, rights, privileges, powers, and franchises, and
all and every other interest shall be thereafter the property of Lifesmart as
they were of Lifesmart and Merger Co.; the title to any real estate, whether
vested by deed or otherwise, in either Lifesmart or Merger Co. shall not
revert or be in any way impaired by reason of the merger; provided, however,
that all rights of creditors and all liens on any property of either Lifesmart
or Merger Co. shall be preserved unimpaired, and all debts, liabilities, and
duties of Lifesmart and Merger Co. shall thenceforth attach to Lifesmart and
may be enforced against it to the same extent as if such debts, liabilities,
and duties had been incurred or contracted by Lifesmart.

     1.11     Termination

     (a)     This Agreement may be terminated by the board of directors of
either Upland or Lifesmart at any time prior to the Closing Date if:

     (i)     There shall be any actual or threatened action or proceeding
before any court or any governmental body which shall seek to restrain,
prohibit, or invalidate the transactions contemplated by this Agreement and
which, in the reasonable judgment of such board of directors, made in good
faith and based upon the advice of its legal counsel, makes it inadvisable to
proceed with the transactions contemplated by this Agreement;

     (ii)     Any of the transactions contemplated hereby are disapproved by
any regulatory authority whose approval is required to consummate such
transactions or in the reasonable judgment of such board of directors, made in
good faith and based on the advice of counsel, there is substantial likelihood
that any such approval will not be obtained or will be obtained only on a
condition or conditions which would be unduly burdensome, making it
inadvisable to proceed with the exchange;

     In the event of termination pursuant to this paragraph (a) of Section
1.11, no obligation, right, or liability shall arise hereunder, and each party
shall bear all of the expenses incurred by it in connection with the
negotiation, preparation, and execution of this Agreement and the transactions
contemplated hereby.

(b)     This Agreement may be terminated at any time prior to the Closing Date
by action of the board of directors of Upland if (i) shareholders of Lifesmart
owning more than five percent (5%) of the issued and outstanding shares of
Lifesmart capital stock perfect their dissenter's rights, if any, with respect
to the approval of this Agreement and the transactions contemplated hereby,
(ii) Lifesmart shall fail to comply in any material respect with any of its
covenants or agreements contained in this Agreement or if any of the
representations or warranties of Lifesmart contained herein shall be
inaccurate in any material respect or (iii) there has been any material
adverse change in the business or financial condition of Lifesmart other than
as contemplated herein.  In the event of termination pursuant to this
paragraph (b) of this section 1.11, no obligation, right, remedy, or liability
shall arise hereunder. All parties shall bear their own costs incurred in
connection with the negotiation, preparation, and execution of this Agreement
and the transactions contemplated hereby.

     (c)     This Agreement may be terminated at any time prior to the Closing
Date by action of the board of directors of Lifesmart if (i)  less than 50% of
the Shareholders of Lifesmart vote in favor of this Agreement and the
transactions contemplated hereby, (ii) shareholders of Upland owning more than
five percent (5%) of the issued and outstanding shares of Upland capital stock
perfect their dissenter's rights, if any, with respect to the approval of this
Agreement and the transactions contemplated hereby, (iii) Upland shall fail to
comply in any material respect with any of its covenants or agreements
contained in this Agreement or if any of the representations or warranties of
Upland contained herein shall be inaccurate in any material respect, or (iv)
there has been any adverse change in the business or financial condition of
Upland.  In the event of termination pursuant to this paragraph (c) of this
section 1.11, no obligation, right, remedy, or liability shall arise
hereunder.  All parties shall each bear their own costs incurred in connection
with the negotiation, preparation, and execution of this Agreement and the
transactions contemplated hereby.


                                 ARTICLE II
             REPRESENTATIONS, COVENANTS, AND WARRANTIES OF UPLAND

     As an inducement to, and to obtain the reliance of Lifesmart, Upland,
Merger Co., Lee Jackson and Maven Strategic Partners, Inc., except as limited
by section 6.09, represent and warrant as follows:

     2.01     Organization.

     (a)     Upland is, and will be on the Closing, a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Utah and has the corporate power and is and will be duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now
being conducted, and there are no other jurisdictions in which it is not so
qualified in which the character and location of the assets owned by it or the
nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition.  The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of Upland's articles of incorporation or bylaws, or
other agreement to which it is a party or by which it is bound.

     (b)     Merger Co. is, and will be on the Closing, a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Utah and has the corporate power and is and will be duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now
being conducted, and there are no other jurisdictions in which it is not so
qualified in which the character and location of the assets owned by it or the
nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition.  The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of Merger Co.'s articles of incorporation or bylaws, or
other agreement to which it is a party or by which it is bound.

     2.02     Approval of Agreement.  Upland and Merger Co. have full power,
authority, and legal right and have taken, or will take, all action required
by law, their articles of incorporation, bylaws, and otherwise to execute and
deliver this Agreement and to consummate the transactions herein contemplated.
The board of directors of Upland and Merger Co. have authorized and approved
the execution, delivery, and performance of this Agreement and the
transactions

<PAGE>
contemplated hereby; subject to the approval of the Upland shareholders and
compliance with state and federal corporate and securities laws.

     2.03     Capitalization.     The authorized capitalization of Upland
consists of 50,000,000 shares of common stock, $0.001 par value, of which
5,065,592 pre-split shares are issued and outstanding.  The authorized
capitalization of Merger Co. consists of 50,000 shares, $0.001 par value, of
which 100 shares are issued and outstanding.  All issued and outstanding
shares of Upland and Merger Co. are legally issued, fully paid, and
nonassessable and not issued in violation of the preemptive or other right of
any person.  There are no dividends or other amounts due or payable with
respect to any of the shares of capital stock of Upland or Merger Co.

     2.04.     SEC Reports; Financial Statements.

     (a)     Upland has filed all forms, reports and documents (including all
Exhibits, Schedules and Annexes thereto) required to be filed by it with the
SEC since it became subject to the reporting requirements of section 13 or
15(d) of the Exchange Act, including any amendments or supplements thereto
(collectively, including any such forms, reports and documents filed after the
date hereof, the "Upland SEC Reports"), and, with respect to the Upland SEC
Reports filed by Upland after the date hereof and prior to the Closing Date,
will deliver or make available, to Lifesmart all of its Upland SEC Reports in
the form filed with the SEC.  The Upland SEC Reports (i)were (and any Upland
SEC Reports filed after the date hereof will be) in all material respects in
accordance with the requirements of the Securities Act or the Exchange Act, as
the case may be, and the rules and regulations promulgated thereunder, and
(ii)as of their respective filing dates, did not (and any Upland SEC Reports
filed after the date hereof will not) contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  On the Closing
Date, Upland shall be current in the filing of the Upland SEC Reports.

     (b)     Included in Schedule 2.04 are the audited balance sheets of
Upland as of December 31, 2000 and 1999, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the fiscal year
ended December 31, 2000, and 1999, including the notes thereto, and the
accompanying report of Pritchett, Siler and Hardy, independent certified
public accountants, together with the notes thereto and representations by the
principal accounting and financial officer of Upland to the effect that such
financial statements contain all adjustments (all of which are normal
recurring adjustments) necessary to present fairly the results of operations
and financial position for the periods and as of the dates indicated.

     (c)     The financial statements of Upland delivered pursuant to Section
2.04(b) have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved as explained
in the notes to such

<PAGE>
financial statements.  The Upland financial statements present fairly, in all
material respects, as of their respective dates, the financial position of
Upland.  Upland did not have, as of the date of any such financial statements,
except as and to the extent reflected or reserved against therein, any
liabilities or obligations (absolute or contingent) which should be reflected
in any financial statement or the notes thereto prepared in accordance with
generally accepted accounting principles, and all assets reflected therein
presently fairly the assets of Upland in accordance with generally accepted
accounting principles.  The statements of revenues and expenses and cash flows
present fairly the financial position and result of operations of Upland as of
their respective dates and for the respective periods covered thereby.

     (d)     Upland has filed or will file as the Closing Date all tax returns
required to be filed by it from inception to the Closing Date.  All such
returns and reports are accurate and correct in all material respect.  Upland
has no material liabilities with respect to the payment of any federal, state,
county, local, or other taxes (including any deficiencies, interest, or
penalties) accrued for or applicable to the period ended on the date of the
most recent balance sheet of Upland, except to the extent reflected on such
balance sheet and all such dates and years and periods prior thereto and for
which Upland may at said date have been liable in its own right or as
transferee of the assets of, or as successor to, any other corporation or
entity, except for taxes accrued but not yet due and payable, and  no
deficiency assessment or proposed adjustment of any such tax return is
pending, proposed or contemplated.   None of such income tax returns has been
examined or is currently being examined by the Internal Revenue Service and no
deficiency assessment or proposed adjustment of any such return is pending,
proposed or contemplated.  Upland has not made any election pursuant to the
provisions of any applicable tax laws (other than elections that relate solely
to methods of accounting, depreciation, or amortization) that would have an
adverse affect on Upland, its financial condition, its business as presently
conducted or proposed to be conducted, or any of its respective properties or
assets.  There are no outstanding agreements or waivers extending the
statutory period of limitation applicable to any tax return of Upland.

          (e)     The books and records, financial and otherwise, of Upland
and Merger Co. are in all material respects complete and correct and have been
maintained in accordance with sound business and bookkeeping practices so as
to accurately and fairly reflect, in reasonable detail, the transactions and
dispositions of the assets of Upland and Merger Co., and Upland and Merger Co.
have maintained a system of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions have been and are executed in
accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit the preparation of financial
statements in conformity with generally accepted accounting principles or any
other criteria applicable to such statements and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded

<PAGE>
accountability for assets is compared with the existing assets at reasonable
intervals, and
appropriate action is taken with respect to any differences.

     2.05     Outstanding Warrants and Options.  Except as set forth in
schedule 2.05, Upland and Merger Co. have no existing warrants, options,
calls, or commitments of any nature relating to the authorized and unissued
shares of Upland or Merger Co. Common Stock.

     2.06     Information.  The information concerning Upland and Merger Co.
set forth in this Agreement and the schedules delivered by Upland pursuant
hereto is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under
which they were made, not misleading.  Upland and Merger Co. shall cause the
schedules delivered by it pursuant hereto and the instruments delivered to
Lifesmart hereunder to be updated after the date hereof up to and including
the Closing Date.

     2.07     Absence of Certain Changes or Events.  Except as set forth in
this Agreement or the schedules hereto, since the date of the most recent
Upland balance sheet described in Section 2.04 and included in the information
referred to in Section 2.06:

     (a)     There has not been (i) any  adverse change in the business,
operations, properties, level of inventory, assets, or condition of Upland or
(ii) any damage, destruction, or loss to Upland (whether or not covered by
insurance)  adversely affecting the business, operations, properties, assets,
or conditions of Upland;

     (b)     Upland has not (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
extraordinary or material considering the business of Upland; (iv) made any
change in its method of management, operation, or accounting; (v) entered into
any other  transactions; (vi) made any accrual or arrangement for or payment
of bonuses or special compensation of any kind or any severance or termination
pay to any present or former officer or employee; (vii) increased the rate of
compensation payable or to become payable by it to any of its officers or
directors or any of its employees whose monthly compensation exceeds $1,000;
or (viii) made any increase in any profit-sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement made to, for, or with its officers, directors, or
employees;

     (c)     Upland has not (i) granted or agreed to grant any options,
warrants, or other rights for its stocks, bonds, or other corporate securities
calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds
or incurred, or become subject to, any material obligation or liability
(absolute or contingent) except liabilities incurred in the ordinary course of
business; (iii) paid any material obligation or liability (absolute or

<PAGE>
contingent) other than current liabilities reflected in or shown on the most
recent Upland balance sheet and current liabilities incurred since that date
in the ordinary course of business; (iv) sold or transferred, or agreed to
sell or transfer, any of its  assets or properties (except those to GS&C as
set forth in this Agreement), or (v) canceled, or agreed to cancel, any debts
or claims (except debts and claims which in the aggregate are of a value of
less than $1,000); (vi) made or permitted any amendment or termination of any
contract, agreement, or license to which it is a party if such amendment or
termination is material, considering the business of Upland; or (vii) issued,
delivered, or agreed to issue or deliver any stock, bonds, or other corporate
securities including debentures (whether authorized and unissued or held as
treasury stock); and

     (d)     Upland has not become subject to any law or regulation which
materially and adversely affects, or in the future would be reasonably
expected to adversely affect, the business, operations, properties, assets, or
condition of Upland.

     2.08     Litigation and Proceedings.  There are no  actions, suits, or
administrative or other proceedings pending or,  threatened by or against
Upland or adversely affecting Upland or its properties, at law or in equity,
before any court or other governmental agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind.  There is no default on its
part with respect to any judgment, order, writ, injunction, decree, award,
rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.

     2.09     Compliance With Laws and Regulations.  Upland has complied with
all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
(i) could not  adversely affect the business, operations, properties, assets,
or condition of Upland or (ii)  could not result in the occurrence of any
liability for Upland.  To the best knowledge of Upland, the consummation of
this transaction will comply with all applicable statutes and regulations,
subject to the preparation and filing of any forms required by state and
federal securities laws.

     2.10     Contracts.  Except as included or described in Schedule 2.10:

          (a)     There are no material contracts, agreements, franchises,
license agreements, or other commitments to which Upland is a party by which
it or any of the properties of Upland are bound;

          (b)     All contracts, agreements, franchises, license agreements,
and other commitments to which Upland is a party or by which its properties
are bound and which are material to the operations or financial condition of
Upland are valid and enforceable by Upland in all material respects;

          (c)     Upland is not a party to or bound by, and its properties are
not subject to, any material contract, agreement, other commitment or
instrument; any charter or other

<PAGE>
corporate restriction; or any judgment, order, writ, injunction, decree, or
award which
materially and adversely affects, or in the future may (as far as Upland can
now foresee)
materially and adversely affect, the business, operations, properties, assets,
or condition of
Upland; and

          (d)     Upland is not a party to any oral or written (i) contract
for the employment of any officer, director, or employee which is not
terminable on 30 days (or less) notice;  (ii)  profit-sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or retirement plan,
agreement, or arrangement covered by Title IV of the Employee Retirement
Income Security Act, as amended; (iii) agreement, contract, or indenture
relating to the borrowing of money; (iv) guarantee of any obligation, other
than one on which Upland is a primary obligor, for the borrowing of money or
otherwise, excluding endorsements made for collection and other guarantees of
obligations, which, in the aggregate do not exceed $1,000; (v) consulting or
other similar contract with an unexpired term of more than one year or
providing for payments in excess of $1,000 in the aggregate;  (vi) collective
bargaining agreement; (vii) agreement with any present or former officer or
director of Upland or any subsidiary; or (viii) contract, agreement, or other
commitment involving payments by it of more than $1,000 in the aggregate.

     2.11     Material Contract Defaults.  Upland is not in default in any
material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of Upland, and there is no event of default
or other event which, with notice or lapse of time or both, would constitute a
default in any material respect under any such contract, agreement, lease, or
other commitment in respect of which Upland has not taken adequate steps to
prevent such a default from occurring.

     2.12     No Conflict With Other Instruments.  The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any  indenture, mortgage, deed of trust,
or other  contract, agreement, or instrument to which Upland is a party or to
which any of its properties or operations are subject.

     2.13     Compliance With Laws and Regulations.  Upland has complied with
all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations,
properties, assets, or condition of Upland or except to the extent that
noncompliance would not result in the occurrence of any material liability for
Upland. To the best knowledge of Upland, the consummation of this transaction
will comply with all applicable statutes and regulations, subject to the
preparation and filing of any forms required by state and federal security
laws.

     2.14     Subsidiaries and Predecessors.  Upland does not own,
beneficially or of record, any equity securities in any other entity except
for GS&C Corporation and Merger Co., which is a

<PAGE>
wholly owned subsidiary formed for the sole purpose of completing the
transactions set forth herein.  Upland does not have a predecessor as that
term is defined under generally accepted accounting principles or Regulation
S-X promulgated by the Securities and Exchange Commission.

     2.15  Employee Relations.  Upland has complied in respect of its business
in all material respects with all applicable laws, rules, and regulations,
specifically title VII of the Civil Rights Act of 1963 and the Fair Labor
Standard Act of 1938, that relate to prices, wages, hours, harassment,
disabled access, and discrimination in employment and collective bargaining
and to the operation of its business and is not liable for any arrears of
wages or any taxes or penalties for failure to comply with any of the
foregoing.  Upland believes that its relationship with its employees is
satisfactory.

     2.16     Upland Obligations.  Except those promissory notes being issued
to raise capital to provide to Lifesmart in an amount not to exceed five
hundred thousand dollars ($500,000), Upland will have no other debts, in
excess of an aggregate amount of $10,000, outstanding on closing of the
transactions contemplated by this Agreement.

     2.17     Upland Schedules.  Upland has delivered to Lifesmart the
following schedules, which are collectively referred to as the "Upland
Schedules" and which consist of the following separate schedules dated as of
the date of execution of this Agreement, all certified by a duly authorized
officer of Upland as complete, true, and accurate:

     (a)     A schedule including copies of the articles of incorporation and
bylaws of Upland in effect as of the date of this Agreement;

     (b)     A schedule containing copies of resolutions adopted by the board
of directors of Upland approving this Agreement and the transactions herein
contemplated;

     (c)     A schedule setting forth a description of any material adverse
change in the business, operations, property, inventory, assets, or condition
of Upland since the most recent Upland balance sheet, required to be provided
pursuant to Section 2.04 hereof;

     (d)     A schedule setting forth the financial statements required
pursuant to Section 2.04(a) hereof; and

     (e)     A schedule setting forth any other information, together with any
required copies of documents, required to be disclosed in the Upland Schedules
by Sections 2.01 through 2.15.

Upland shall cause the Upland Schedules and the instruments delivered to
Lifesmart hereunder to be updated after the date hereof up to and including a
specified date not more than three business days prior to the Closing Date.
Such updated Upland Schedules, certified in the same manner as

<PAGE>
the original Upland Schedules, shall be delivered prior to and as a condition
precedent to the obligation of Lifesmart to close.

                              ARTICLE III
           REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LIFESMART

     As an inducement to, and to obtain the reliance of, Upland and Merger
Co., Lifesmart represents and warrants as follows:

     3.01     Organization.  Lifesmart is, and will be on the Closing Date, a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Utah and has the corporate power and is and will be duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires
qualification, except where failure to do so would not have a material adverse
effect on its business, operations, properties, assets or condition of
Lifesmart.  The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not, violate any provision of Lifesmart' articles
of organization or operating agreement, or other material agreement to which
it is a party or by which it is bound.

     3.02     Approval of Agreement.  Lifesmart has full power, authority, and
legal right and has taken, or will take, all action required by law, its
articles of organization, operating agreement, or otherwise to execute and
deliver this Agreement and to consummate the transactions herein contemplated.
The managers of Lifesmart have authorized and approved the execution,
delivery, and performance of this Agreement and the transactions contemplated
hereby; subject to the approval of the Lifesmart Shareholders and compliance
with state and federal corporate and securities laws.

     3.03     Capitalization.  The authorized capitalization of Lifesmart
consists of 40,000,000 shares of common stock of which 11,545,500 shares are
issued and outstanding as of the date hereof and 20,000,000 shares of
preferred stock of which no shares are issued and outstanding as of the date
hereof.  All issued and outstanding shares of Lifesmart are legally issued,
fully paid, and nonassessable and not issued in violation of the preemptive or
other right of any person.  There are no distributions, return of capital or
other amounts due or payable with respect to any of the shares of Lifesmart.

     3.04     Financial Statements.

     (a)     Included in Schedule 3.04 are the audited balance sheets of
Lifesmart as of December 31, 2000, and 1999, and the related statements of
operations, stockholders'

<PAGE>
equity (deficit), and cash flows for the fiscal year ended December 31, 2000,
including the notes thereto, and the accompanying report of Ernst and Young,
independent certified public accountants, together with the notes thereto and
representations by the principal accounting and financial officer of Lifesmart
to the effect that such financial statements contain all adjustments (all of
which are normal recurring adjustments) necessary to present fairly the
results of operations and financial position for the periods and as of the
dates indicated.

     (b)     The audited financial statements delivered pursuant to Section
3.04(a) have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved.  The
financial statements of Lifesmart present fairly in all material aspects, as
of their respective dates, the financial position of Lifesmart.  Lifesmart did
not have, as of the date of any such balance sheets, except as and to the
extent reflected or reserved against therein, any liabilities or obligations
(absolute or contingent) which should be reflected in any financial statements
or the notes thereto prepared in accordance with generally accepted accounting
principles, and all assets reflected therein present fairly the assets of
Lifesmart, in accordance with generally accepted accounting principles.  The
statements of revenue and expenses and cash flows present fairly the financial
position and result of operations of Lifesmart as of their respective dates
and for the respective periods covered thereby.

     (c)     Lifesmart has filed or will have filed as of the Closing Date all
tax returns required to be filed by it from inception to the Closing Date.
All such returns and reports are accurate and correct in all material
respects.  Lifesmart has no material liabilities with respect to the payment
of any federal, state, county, local, or other taxes (including any
deficiencies, interest, or penalties) accrued for or applicable to the period
ended on the date of the most recent unaudited balance sheet of Lifesmart,
except to the extent reflected on such balance sheet and adequately provided
for and those which are not yet due and payable, and all such dates and years
and periods prior thereto and for which Lifesmart may at said date have been
liable in its own right or as transferee of the assets of, or as successor to,
any other corporation or entity, except for taxes accrued but not yet due and
payable, and to Lifesmart's best knowledge no deficiency assessment or
proposed adjustment of any such tax return is pending, proposed or
contemplated.  Proper and accurate amounts of taxes have been withheld by or
on behalf of Lifesmart with respect to all material compensation paid to
employees of Lifesmart for all periods ending on or before the date hereof,
and all deposits required with respect to compensation paid to such employees
have been made, in complete compliance with the provisions of all applicable
federal, state, and local tax and other laws.  To Lifesmart's best knowledge,
none of such income tax returns has been examined or is currently being
examined by the Internal Revenue Service, and no deficiency assessment or
proposed adjustment of any such return is pending, proposed, or contemplated.
Lifesmart has not made any election pursuant to the provisions of any
applicable tax laws (other than elections that relate solely to methods of
accounting, depreciation, or amortization) that would have a material adverse
affect on

<PAGE>
Lifesmart, its financial condition, its business as presently conducted or
proposed to be conducted, or any of its properties or material assets.  There
are no tax liens upon any of the assets of Lifesmart.  There are no
outstanding agreements or waivers extending the statutory period of limitation
applicable to any tax return of Lifesmart.

          (d)     The books and records, financial and otherwise, of Lifesmart
are in all material respects complete and correct and have been maintained in
accordance with sound business and bookkeeping practices so as to accurately
and fairly reflect, in reasonable detail, the transactions and dispositions of
the assets of Lifesmart.  Lifesmart has maintained a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions have been and are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
to permit the preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such
statements and to maintain accountability for assets; (iii) access to assets
is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals, and appropriate action is
taken with respect to any differences.

     3.05     Outstanding Warrants and Options.  Except as set forth on
Schedule 3.05, Lifesmart has no outstanding options, warrants or calls of any
nature relating to the authorized and unissued Lifesmart's Shares.

     3.06     Information.  The information concerning Lifesmart set forth in
this Agreement and in the schedules delivered by Lifesmart pursuant hereto is
complete and accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading.  Lifesmart shall cause the schedules delivered by Lifesmart
pursuant hereto to Upland hereunder to be updated after the date hereof up to
and including the Closing Date.

     3.07     Absence of Certain Changes or Events.  Except as set forth in
this Agreement or on Schedule 3.07 since December 31, 2000:

     (a)     There has not been (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or condition of
Lifesmart or (ii) any damage, destruction, or loss to Lifesmart materially and
adversely affecting the business, operations, properties, assets, or
conditions of Lifesmart other than anticipated losses of approximately
$150,000 per month.

     (b)     Lifesmart has not (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to
Shareholders or purchased or redeemed, or agreed

<PAGE>
to purchase or redeem, any of its Shares; (iii) waived any rights of value
which in the aggregate are extraordinary and material considering the business
of Lifesmart; (iv) made any material change in its method of accounting; (v)
entered into any other material transactions other than those contemplated by
this Agreement; (vi) made any material accrual or material arrangement for or
payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee; or (vii)  made
any material increase in any profit-sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with their officers, directors, or employees;

     (c)     Lifesmart has not (i) granted or agreed to grant any options,
warrants, or other rights for its Shares, bonds, or other securities calling
for the issuance thereof; (ii) borrowed or agreed to borrow any funds or
incurred, or become subject to, any material obligation or liability (absolute
or contingent) except liabilities incurred in the ordinary course of business;
(iii) paid any material obligation or liability (absolute or contingent) other
than current liabilities reflected in or shown on the most recent Lifesmart
balance sheet and current liabilities incurred since that date in the ordinary
course of business; (iv) sold or transferred, or agreed to sell or transfer,
any of its material assets, properties, or rights, or agreed to cancel, any
material debts or claims; (v) made or permitted any amendment or termination
of any contract, agreement, or license to which it is a party if such
amendment or termination is material, considering the business of Lifesmart;
or (vi) issued, delivered, or agreed to issue or deliver any Shares, bonds, or
other company securities including debentures (whether authorized and unissued
or held as treasury shares); and

     (d)     To the best knowledge of Lifesmart, it has not become subject to
any law or regulation which materially and adversely affects, or in the future
would be reasonably expected to adversely affect, the business, operations,
properties, assets, or condition of Lifesmart.

     3.08     Title and Related Matters.  Except as provided herein or
disclosed in the Lifesmart balance sheet and the notes thereto, Lifesmart has
good and marketable title to all of its properties, inventory, interests in
properties, technology, whether patented or un-patented, and assets, which are
reflected in the most recent Lifesmart balance sheet or acquired after that
date (except properties, interests in properties, and assets sold or otherwise
disposed of since such date in the ordinary course of business), free and
clear of all mortgages, liens, pledges, charges, or encumbrances, except (i)
statutory liens or claims not yet delinquent; and (ii) such imperfections of
title and easements as do not, and will not, materially detract from, or
interfere with, the present or proposed use of the properties subject thereto
or affected thereby or otherwise materially impair present business operations
on such properties. To the best knowledge of Lifesmart, its technology does
not infringe on the copyright, patent, trade secret, know-how, or other
proprietary right of any other person or entity and comprises all such rights
necessary to permit the operation of the business of Lifesmart as now being
conducted or as contemplated.

     3.09     Litigation and Proceedings. Except as otherwise disclosed in
Schedule 3.09, there are no material actions, suits, or proceedings pending
or, to the knowledge of Lifesmart, threatened by or against Lifesmart or
adversely affecting Lifesmart, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind.  Lifesmart does not have any knowledge of any default
on its part with respect to any judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.

     3.10     Contracts.

          (a)     All contracts, agreements, franchises, license agreements,
and other commitments to which Lifesmart is a party or by which its properties
are bound and which are material to the operations or financial condition of
Lifesmart are valid and enforceable by Lifesmart in all material respects;

          (b)     Lifesmart is not a party to or bound by, and its properties
are not subject to, any material contract, agreement, other commitment or
instrument; any charter or other corporate restriction; or any judgment,
order, writ, injunction, decree, or award which materially and adversely
affects, or in the future may (as far as Lifesmart can now foresee) materially
and adversely affect, the business, operations, properties, assets, or
condition of Lifesmart; and

          (c)     Except as reflected in the most recent balance sheets
included in Schedule 3.04, or as otherwise provided in this Agreement and its
Schedules, Lifesmart is not a party to any oral or written (i) contract for
the employment of any officer, director, or employee which is not terminable
on 30 days (or less) notice;  (ii)  profit-sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or retirement plan,
agreement, or arrangement covered by Title IV of the Employee Retirement
Income Security Act, as amended; (iii) agreement, contract, or indenture
relating to the borrowing of money; (iv) guarantee of any obligation, other
than one on which Lifesmart is a primary obligor, for the borrowing of money
or otherwise, excluding endorsements made for collection and other guarantees
of obligations, which, in the aggregate do not exceed $1,000; (v) consulting
or other similar contract with an unexpired term of more than one year or
providing for payments in excess of $1,000 in the aggregate;  (vi) collective
bargaining agreement; (vii) agreement with any present or former officer or
director of Lifesmart or any subsidiary; or (viii) contract, agreement, or
other commitment involving payments by it of more than $1,000 in the
aggregate.

     3.11     Material Contract Defaults.  Lifesmart is not in default in any
material respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business, operations,
properties, assets, or condition of Lifesmart, and there is no event of
default or other event which, with notice or lapse of time or both, would
constitute a

<PAGE>
default in any material respect under any such contract, agreement, lease, or
other commitment in respect of which Lifesmart has not taken adequate steps to
prevent such a default from occurring.

     3.12     No Conflict With Other Instruments.  The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed
of trust, or other material contract, agreement, or instrument to which
Lifesmart is a party or to which any of its properties or operations are
subject.

     3.13     Governmental Authorizations.  Lifesmart has all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date of this Agreement.  Except for compliance with federal
and state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent, or order of, or registration, declaration,
or filing with, any court or other governmental body is required in connection
with the execution and delivery by Lifesmart of this Agreement and the
consummation by Lifesmart of the transactions contemplated hereby.

     3.14     Compliance With Laws and Regulations.  Lifesmart has complied
with all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations,
properties, assets, or condition of Lifesmart or except to the extent that
noncompliance would not result in the occurrence of any material liability for
Lifesmart. To the best knowledge of Lifesmart, the consummation of this
transaction will comply with all applicable statutes and regulations, subject
to the preparation and filing of any forms required by state and federal
security laws.

     3.15     Subsidiaries and Predecessors.  Lifesmart does not own,
beneficially or of record, any equity securities in any other entity.

     3.16  Insurance.  Lifesmart has insurance on the insurable properties as
set forth on Schedule 3.16 which is necessary to replace such properties.
Such policy or policies containing substantially equivalent coverage will be
outstanding and in full force at the Closing Date, as hereinafter defined.

     3.17  Employee Relations.  Lifesmart has complied in respect of its
business in all material respects with all applicable laws, rules, and
regulations that relate to prices, wages, hours, harassment, disabled access,
and discrimination in employment and collective bargaining and to the
operation of its business and is not liable for any arrears of wages or any
taxes or penalties for failure to comply with any of the foregoing.  Lifesmart
believes that its relationship with its employees is satisfactory.

     3.18     Lifesmart Schedules.  Lifesmart has delivered to Upland the
following schedules, which are collectively referred to as the "Lifesmart
Schedules" and which consist of the following

<PAGE>
separate schedules dated as of the date of execution of this Agreement, and
instruments and Upland as of such date, all certified by the chief executive
officer of Lifesmart as complete, true, and accurate:

     (a)     A schedule including copies of its articles of incorporation and
bylaws and all amendments thereto in effect as of the date of this Agreement;

     (b)     A schedule containing copies of resolutions adopted by the
directors of Lifesmart approving this Agreement and the transactions herein
contemplated as referred to in Section 3.02;

     (c)     A schedule setting forth a description of any material adverse
change in the business, operations, property, inventory, assets, or condition
of Lifesmart since the most recent Lifesmart balance sheet, required to be
provided pursuant to Section 3.04 hereof;

     (d)     A schedule setting forth the financial statements required
pursuant to Section 3.04 (a) hereof; and

     (e)     A schedule setting forth any other information, together with any
required copies of documents, required to be disclosed in the Lifesmart
Schedules by Sections 3.01 through 3.18.

Lifesmart shall cause the Lifesmart Schedules and the instruments delivered to
Upland hereunder to be updated after the date hereof up to and including a
specified date not more than three business days prior to the Closing Date.
Such updated Lifesmart Schedules, certified in the same manner as the original
Lifesmart Schedules, shall be delivered prior to and as a condition precedent
to the obligation of Upland to close.


                               ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF LIFESMART

     Lifesmart shall be bound by the terms and conditions of this Agreement
provided the following conditions are complied with and satisfied by Upland at
or before the Closing Date:

     4.01.     Additional Financing.  At Closing, Upland will have used its
best efforts to raise one million dollars ($1,000,000) in additional equity
financing.  The additional financing shall be through the sale of not more
than 2,000,000 post-split shares of Upland common stock.  The sale of the
shares of Upland common stock shall be subject to the closing of the Merger,
and accordingly, will be treated as having been issued simultaneously with the
closing of the Merger. Upon completion of the Merger, the funds shall be
placed in the operating account of Upland.  For purposes of issuing share
certificates, all shares of Common Stock issued to the subscribers shall be
after taking into account the reverse split set forth in section 4.02 hereof.
If the

<PAGE>
transactions contemplated by this Agreement are not closed, all funds raised
shall be returned to the subscribers.  In addition to the one million dollars
($1,000,000), Upland shall raise five hundred thousand dollars ($500,000)
prior to Closing.  Such sum shall be raised through the sale of promissory
notes and warrants.  The five hundred thousand dollars ($500,000) raised shall
be loaned to Lifesmart prior to Closing with the entire five hundred thousand
dollars ($500,000) to be loaned to Lifesmart within two weeks of the signing
of this Agreement.  One-Half of the five hundred thousand dollars ($500,000)
has already been raised and loaned to Lifesmart as of the date of this
Agreement.

     4.02.     Reverse Split.  Upland shall call and hold a meeting of its
shareholders to approve a 1-for-2 reverse split of its issued and outstanding
Common Stock which reverse split shall be implemented prior to the Closing of
the transactions contemplated in this Agreement.

     4.03     Shareholder Approval.  If required by the Utah Revised Business
Corporation Act, Upland's articles of incorporation or bylaws, Upland shall
call and hold a meeting of its shareholders, to (i) approve the transactions
contemplated by this Agreement, (ii) change of name of Upland to "Lifesmart
Nutrition, Inc." or such name as may be selected by Lifesmart, (iii) amend
Upland's articles of incorporation to provide for those changes that are
believed to be in the best interest of the Upland shareholders and that are
mutually agreed to by the board of directors of Upland and Lifesmart, (iv)
elect nominees of Lifesmart to Upland's board of directors, subject to the
closing of the transactions contemplated by this Agreement, and (v) consummate
the reverse split contemplated in Section 4.02 hereof.  In addition, this
Agreement and the transactions contemplated hereby shall have been approved by
the shareholders of Lifesmart in the manner required by the applicable laws of
the state of Utah.

     4.04     Accuracy of Representations.  The representations and warranties
made by Upland in this Agreement were true when made and shall be true at the
Closing Date with the same force and affect as if such representations and
warranties were made at and as of the Closing Date (except for changes therein
permitted by this Agreement), and Upland shall have performed or complied with
all covenants and conditions required by this Agreement to be performed or
complied with by Upland prior to or at the Closing.  Lifesmart shall be
furnished with certificates, signed by duly authorized officers of Upland and
dated the Closing Date, to the foregoing effect.

     4.05     Officer's Certificates.  Lifesmart shall have been furnished
with certificates dated the Closing Date and signed by the duly authorized
chief executive officer of Upland to the effect that to such officers best
knowledge no litigation, proceeding, investigation, or inquiry is pending or,
to the best knowledge of Upland threatened, which might result in an action to
enjoin or prevent the consummation of the transactions contemplated by this
Agreement.  Furthermore, based on certificates of good standing,
representations of government agencies, and Upland's own documents and
information, the certificate shall represent, to the best knowledge of the
officer, that:

     (a)     This Agreement has been duly approved by Upland's board of
directors and shareholders and has been duly executed and delivered in the
name and on behalf of Upland by its duly authorized officers pursuant to, and
in compliance with, authority granted by the board of directors of Upland
pursuant to a unanimous consent and, if required, a majority vote of its
shareholders;

     (b)     There have been no material adverse changes in Upland up to and
including the date of the certificate;

     (c)     All conditions required by this Agreement have been met,
satisfied, or performed by Upland;

     (d)     All authorizations, consents, approvals, registrations, and/or
filings with any governmental body, agency, or court required in connection
with the execution and delivery of the documents by Upland have been obtained
and are in full force and effect or, if not required to have been obtained,
will be in full force and effect by such time as may be required; and

     (e)     There is no material action, suit, proceeding, inquiry, or
investigation at law or in equity pending or threatened against Upland,
wherein an unfavorable decision, ruling, or finding could have an adverse
effect on the financial condition of Upland, the operation of Upland, or the
acquisition and reorganization contemplated herein, or any agreement or
instrument by which Upland is bound or in any way contests the existence of
Upland.

     4.06     No Material Adverse Change.  Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial
condition, business, or operations of Upland, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business, or
operations of Upland.

     4.07     Good Standings.  Lifesmart shall have received a certificate of
good standing from the Division of Corporations and Commercial Code of the
State of Utah, dated as of the date within five days prior to the Closing
Date, certifying that Upland is in good standing as a corporation in the State
of Utah.

     4.08     Other Items.  Lifesmart shall have received such further
documents, certificates, or instruments relating to the transactions
contemplated hereby as Lifesmart may reasonably request.


                                      ARTICLE V
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF UPLAND

     The obligations of Upland under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     5.01.     Shareholder Approval.  This Agreement and the transactions
contemplated hereby shall have been approved by the shareholders of Lifesmart
and Upland in the manner required by the applicable laws of the state of Utah.

     5.02     Lifesmart Shareholders.   Lifesmart shall call and hold a
meeting of its shareholders, or obtain through a majority written consent of
its shareholders, whereby the shareholders of Lifesmart authorize and approve
this Agreement and the transactions contemplated hereby.

     5.03     Accuracy of Representations.  The representations and warranties
made by Lifesmart and the Lifesmart Shareholders in this Agreement were true
when made and shall be true at the Closing Date with the same force and affect
as if such representations and warranties were made at and as of the Closing
Date (except for changes therein permitted by this Agreement), and Lifesmart
shall have performed or complied with all covenants and conditions required by
this Agreement to be performed or complied with by Lifesmart prior to or at
the Closing.  Upland shall be furnished with a certificate, signed by a duly
authorized officer of Lifesmart and dated the Closing Date, to the foregoing
effect.

     5.04     Officer's Certificates.  Upland shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized chief
executive officer of Lifesmart to the effect that no litigation, proceeding,
investigation, or inquiry is pending or, to the best knowledge of Lifesmart,
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement.  Furthermore,
based on certificates of good standing, representations of government
agencies, and Lifesmart's own documents, the certificate shall represent, to
the best knowledge of the officer, that:

     (a)     This agreement has been duly approved by Lifesmart's board of
directors and Shareholders and has been duly executed and delivered in the
name and on behalf of Lifesmart by its duly authorized officers pursuant to,
and in compliance with, authority granted by Lifesmart's board of directors
pursuant to a unanimous consent of its board of directors and a majority vote
of its Shareholders;


     (b)     Except as provided or permitted herein, there have been no
material adverse changes in Lifesmart up to and including the date of the
certificate;

     (c)     All authorizations, consents, approvals, registrations, and/or
filing with any governmental body, agency, or court required in connection
with the execution and delivery of the documents by Lifesmart have been
obtained and are in full force and effect or, if not required to have been
obtained will be in full force and effect by such time as may be required; and

     (d)     Except as otherwise disclosed in Schedule 3.09, there is no
material action, suit, proceeding, inquiry, or investigation at law or in
equity pending or threatened against Lifesmart, wherein an unfavorable
decision, ruling, or finding would have an adverse affect on the financial
condition of Lifesmart, the operation of Lifesmart, or the acquisition and
reorganization contemplated herein, or any material agreement or instrument by
which Lifesmart is bound or would in any way contest the existence of
Lifesmart.

     5.05     No Material Adverse Change.  Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial
condition, business or operations of Lifesmart, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause of
create any material adverse change in the financial condition, business, or
operations of Lifesmart, except those anticipated losses per month of
approximately $150,000.

     5.06     Good Standing.  Upland shall have received a certificate of good
standing from the appropriate authority, dated as of a date with five days
prior to the Closing Date, certifying that the Lifesmart is in good standing
as a corporation in the State of Utah.

     5.07     Other Items.  Upland shall have received such further documents
certificates, or instruments relating to the transactions contemplated hereby
as Upland may reasonably request.


                                  ARTICLE VI
                              SPECIAL COVENANTS

     6.01     Activities of Upland and Lifesmart

     (a)     From and after the date of this Agreement until the Closing Date
and except as set forth in the respective schedules to be delivered by Upland
and Lifesmart pursuant hereto or as permitted or contemplated by this
Agreement, Upland and Lifesmart will each:

     (i)     Carry on its business in substantially the same manner as it has
heretofore;

     (ii)     Maintain in full force and effect insurance comparable in amount
and in scope of coverage to that now maintained by it;

     (iii)     Perform in all material respects all of its obligations under
material contracts, leases, and instruments relating to or affecting its
assets, properties, and business;

     (iv)     Use its best efforts to maintain and preserve its business
organization intact, to retain its key employees, and to maintain its
relationships with its material suppliers and customers;

     (v)     Duly and timely file for all taxable periods ending on or prior
to the Closing Date all federal, state, county, and local tax returns required
to be filed by or on behalf of such entity or for which such entity may be
held responsible and shall pay, or cause to pay, all taxes required to be
shown as due and payable on such returns, as well as all installments of tax
due and payable during the period commencing on the date of this Agreement and
ending on the Closing Date.; and

     (vi)     Fully comply with and perform in all material respects all
obligations and duties imposed on it by all federal and state laws and all
rules, regulations, and orders imposed by federal or state governmental
authorities.

     (b)     From and after the date of this Agreement and except as provided
herein until the Closing Date, Upland and Lifesmart will not:

     (i)     Make any change in its articles of incorporation or bylaws or
effect any recapitalization;

     (ii)     Enter into or amend any material contract, agreement, or other
instrument of any of the types described in such party's schedules, except
that a party may enter into or amend any contract, agreement, or other
instrument in the ordinary course of business; and

     (iii)     Enter into any agreement for the sale of Lifesmart or Upland
securities without the prior approval of the other party.

     6.02     Access to Properties and Records.  Until the Closing Date,
Lifesmart and Upland will afford to the other party's officers and authorized
representatives full access to the properties, books, and records of the other
party in order that each party may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of
Lifesmart or Upland and will furnish the other party with such additional
financial and other information as to the business and properties of Lifesmart
or Upland as each party shall from time to time reasonably request.

     6.03     Indemnification by Lifesmart.  Lifesmart will indemnify and hold
harmless Upland and its directors and officers, and each person, if any, who
controls Upland within the meaning of the Securities Act, from and against any
and all losses, claims, damages, expenses, liabilities, or

<PAGE>
actions to which any of them may become subject under applicable law
(including the Securities Act and the Securities Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any claims or actions, whether or
not resulting in liability, insofar as such losses, claims, damages, expenses,
liabilities, or actions arise out of or are based upon any untrue statement or
alleged untrue statement of material fact contained in any application or
statement filed with a governmental body or arising out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing by
Lifesmart expressly for use therein.  The indemnity agreement contained in
this Section 6.03 shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of Upland and shall
survive the consummation of the transactions contemplated by this Agreement
for a period of six months.

     6.04.     Indemnification by Upland.  Upland, Lee Jackson and Maven
Strategic Partners, Inc. will indemnify and hold harmless Lifesmart, the
Lifesmart Shareholders, Lifesmart's directors and officers, and each person,
if any, who controls Lifesmart within the meaning of the Securities Act, from
and against any and all losses, claims, damages, expenses, liabilities, or
actions to which any of them may become subject under applicable law
(including the Securities Act and the Securities Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any claims or actions, whether or
not resulting in liability, insofar as such losses, claims, damages, expenses,
liabilities, or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any application or
statement filed with a governmental body or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing by
Upland expressly for use therein.  The indemnity agreement contained in this
Section 6.04 shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of Lifesmart and shall survive the
consummation of the transactions contemplated by this Agreement for a period
of six months. Liability for the indemnification provided by Lee Jackson and
Maven Strategic Partners, Inc. shall be limited to forfeiture of two hundred
fifty thousand (250,000) options to purchase Upland Shares held or to be held
by Lee Jackson and four hundred fifty thousand (450,000) options to purchase
Upland Shares held or to be held by Maven Strategic Partners, Inc.  The value
of the options for determining the amount of options forfeited in the event of
any indemnification required shall be the difference between the market price
of the Upland Shares and the exercise price of the options.  In other words,
solely for purposes of illustration, if an option's exercise price is $1.00
and the stock price is $5.00, the option value shall be $4.00.  Accordingly,
if $100,000 in indemnification is sought, 25,000 options would be forfeited;
12,500 by Lee Jackson and 12,500 by Maven Strategic Partners, Inc.

     6.05     The Acquisition of Upland Common Stock.  Upland and Lifesmart
understand and agree that the consummation of this Agreement including the
issuance of the Upland Common Stock to Lifesmart in exchange for the Lifesmart
Shares as contemplated hereby, constitutes the offer and sale of securities
under the Securities Act and applicable state statutes.  Upland and Lifesmart
agree that such transactions shall be consummated in reliance on exemptions
from the registration and prospectus delivery requirements of such statutes
which depend, among other items, on the circumstances under which such
securities are acquired.

     (a)     In order to provide documentation for reliance upon the
exemptions from the registration and prospectus delivery requirements for such
transactions, each shareholder of Lifesmart shall execute and deliver to
Upland an investment representation letter in substantially the same form as
that attached hereto as Exhibit "A."

     (b)     In connection with the transaction contemplated by this
Agreement, Lifesmart and Upland shall each file, with the assistance of the
other and their respective legal counsel, such notices, applications, reports,
or other instruments as may be deemed by them to be necessary or appropriate
in an effort to document reliance on such exemptions, and the appropriate
regulatory authority in the states where the Lifesmart Shareholders reside
unless an exemption requiring no filing is available in such jurisdictions,
all to the extent and in the manner as may be deemed by such parties to be
appropriate.

     (c)     In order to more fully document reliance on the exemptions as
provided herein, Lifesmart, the Lifesmart Shareholders, and Upland shall
execute and deliver to the other, at or prior to the Closing, such further
letters of representation, acknowledgment, suitability, or the like as Upland
or Lifesmart and their respective counsel may reasonably request in connection
with reliance on exemptions from registration under such securities laws.

     6.06     Securities Filings.  Upland shall be responsible for the
preparation of a Form D and its filing with the Securities and Exchange
Commission and Lifesmart will be responsible for any and all filings in any
jurisdiction where its shareholders reside which would require a filing with a
governmental agency as a result of the transactions contemplated in this
Agreement.

     6.07     Sales of Securities Under Rule 144, If Applicable.

     (a)     Upland will use its best efforts to at all times satisfy the
current public information requirements of rule 144 promulgated under the
Securities Act so that its shareholders can sell restricted securities that
have been held for one year or more or such other restricted period as
required by rule 144 as it is from time to time amended.

     (b)     Upon being informed in writing by any person holding restricted
stock of Upland as of the date of this Agreement that such person intends to
sell any shares under rule 144 promulgated under the Securities Act (including
any rule adopted in substitution or replacement thereof), Upland will certify
in writing to such person that it is in compliance with rule 144 current
public information requirement to enable such person to sell such person's
restricted stock under rule 144, as may be applicable under the circumstances.

     (c)     If any certificate representing any such restricted stock is
presented to Upland's transfer agent for registration or transfer in
connection with any sales theretofore made under rule 144, provided such
certificate is duly endorsed for transfer by the appropriate person(s) or
accompanied by a separate stock power duly executed by the appropriate
person(s) in each case with reasonable assurances that such endorsements are
genuine and effective, and is accompanied by an opinion of counsel
satisfactory to Upland and its counsel that such transfer has complied with
the requirements of rule 144, as the case may be, Upland will promptly
instruct its transfer agent to register such transfer and to issue one or more
new certificates representing such shares to the transferee and, if
appropriate under the provisions of rule 144, as the case may be, free of any
stop transfer order or restrictive legend.  The provisions of this Section
6.07 shall survive the Closing and the consummation of the transactions
contemplated by this Agreement for a period of two years.

     6.08     New Board of Directors and Officers.  Upon closing of the
transactions contemplated by this Agreement, the current directors and
officers of Upland shall resign, seriatim, and the persons designated by
Lifesmart shall be appointed to fill the vacancies created thereby, subject to
the approval of the suitability and qualifications of such nominees by
Upland's board of directors.

     6.09     Limitations on Representations and Warranties of Upland. The
representation and warranties of Article II hereof provided by Lee Jackson and
Maven Strategic Partners, Inc. shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of Lifesmart and
shall survive the consummation of the transactions contemplated by this
Agreement for a period of six months.  Liability for the representations and
warranties provided by Lee Jackson and Maven Strategic Partners, Inc. shall be
limited to forfeiture of two hundred fifty thousand (250,000) options to
purchase Upland Shares held or to be held by Lee Jackson and four hundred
fifty thousand (450,000) options to purchase Upland Shares held or to be held
by Maven Strategic Partners, Inc.  The value of the options for determining
the amount of options forfeited in the event of any misrepresentations or
warranties resulting in liability, during the six month period, shall be the
difference between the market price of the Upland Shares and the exercise
price of the options.  In other words, solely for purposes of illustration, if
an options exercise price is $1.00 and the stock price is $5.00, the option
value shall be $4.00.  Accordingly, if $100,000 in liability is sought, 25,000
options would be forfeited, 12,500 by Lee Jackson and 12,500 by Maven
Strategic Partners, Inc.

                                 ARTICLE VII
                             CONDITION SUBSEQUENT

     7.01     Spin Off.  Upland shall prepare and file a registration
statement to spin off or transfer its ownership of GS&C.  The transfer of
GS&C's ownership shall be subject to approval by the Securities and Exchange
Commission of a registration statement covering such transfer of shares.  The
officers and directors of Upland shall use their best efforts to assure the
effectiveness of the registration statement and subsequent transfer of GS&C's
ownership.  The spin off shall not be on a pro rata basis.  Instead, the
Upland Shareholders of record at the close of business on the day before the
Closing Date of the acquisition of LifeSmart, shall receive one share of GS&C
for every ten shares of Upland currently held, and every Lifesmart shareholder
of record at the close of business on the day before the Closing Date of the
acquisition of Lifesmart shall receive one hundredth of one (0.01) share of
GS&C for every one share of Upland to be held by such shareholders immediately
after the acquisition of Lifesmart.  No fractional shares of GS&C shall be
issued; instead shares shall be rounded up to the nearest whole share.

     7.02     Option to Purchase GS&C.  If Upland is unable to spin off GS&C
within twelve months from the closing of the acquisition of Lifesmart, Lee
Jackson and Maven Properties, LLC shall jointly have the right or option, for
a period of sixty days from the end of the twelve month period, to buy GS&C
along with its oil and gas assets for a purchase price of one hundred thousand
dollars ($100,000).  Such sum must be paid with cash, cashier or bank check in
good and lawful money within the sixty day option period.

     7.03     Options.  At or prior to closing, Upland will issue options to
purchase post-reverse split shares of its common stock to (i) individuals
chosen by management of Lifesmart in the aggregate amount of two million two
hundred fifty thousand (2,250,000) options, which includes LifeSmart's
existing options; (ii) Maven Strategic Partners, Inc. in the amount of four
hundred thousand (400,000) options with the first one hundred thousand options
vesting immediately and the balance to vest every six months thereafter at a
rate of one hundred thousand (100,000) options every six months; and (iii)
Upland's current management in the amount of seven hundred thousand (700,000)
options, which includes Upland's existing options.  All options shall allow
the holder thereof to purchase shares of Upland's common stock at an exercise
price of fifty cents ($0.50) per share and be for a term of five years.  All
options shall carry standard "piggy back" registration rights.  The options
issued or to be issued to individuals chosen by management of Lifesmart
include options issuable under the Lifesmart Incentive Plan, but shall not
include the Maven Strategic Partners, Inc.'s options or any options issued in
connection with the funds to be raised by Upland as discussed in section 4.01
of this Agreement.


                            ARTICLE VIII
                            MISCELLANEOUS

     8.01     Brokers.  Upland and Lifesmart agree that there were no finders
or brokers involved in bringing the parties together or who were instrumental
in the negotiation, execution, or consummation of this Agreement.  Further,
Upland and Lifesmart each agree to indemnify the other against any claim by
any third person for any commission, brokerage, or finder's fee or other
payment with respect to this Agreement or the transactions contemplated hereby
based on any alleged agreement or understanding between such party and such
third person, whether express or implied, from the actions of such party.

     The covenants set forth in this section shall survive the Closing Date
and the consummation of the transactions herein contemplated.

     8.02       No Representation Regarding Tax Treatment.  No representation
or warranty is being made by any party to any other regarding the treatment of
this transaction for federal or state income taxation.  Each party has relied
exclusively on its own legal, accounting, and other tax adviser regarding the
treatment of this transaction for federal and state income taxes and on no
representation, warranty, or assurance from any other party or such other
party's legal, accounting, or other adviser.

     8.03     Governing Law.  This Agreement shall be governed by, enforced
and construed under and in accordance with the laws of the  State of Utah.

     8.04     Notices.  Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered, if
sent by facsimile or telecopy transmission or other electronic communication
confirmed by registered or certified mail, postage prepaid, or if sent by
prepaid overnight courier addressed as follows:

If to Upland, to:                              If to Lifesmart, to:

     Lee Jackson, President                    Darren Lopez, President
     Upland Energy Corporation                 Lifesmart Nutrition, Inc.
     712 Arrowhead Lane                        8 East Broadway, Suite 200
     Murray, Utah 84107                        Salt Lake City, Utah 84111
     Fax:  (801) 281-4966                      Fax:  (801) 517-4401

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices, hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered or sent by
facsimile or telecopy transmission or other electronic communication, or one
day after the date so sent by overnight courier.

     8.05     Attorney's Fees.  In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.

     8.06     Schedules; Knowledge.  Whenever in any section of this Agreement
reference is made to information set forth in the schedules provided by Upland
or Lifesmart such reference is to information specifically set forth in such
schedules and clearly marked to identify the section of this Agreement to
which the information relates.  Whenever any representation is made to the
"knowledge" of any party, it shall be deemed to be a representation that no
officer or director of such party, after reasonable investigation, has any
knowledge of such matters.

     8.07     Entire Agreement.  This Agreement represents the entire
agreement between the parties relating to the subject matter hereof.  All
previous agreements between the parties, whether written or oral, have been
merged into this Agreement.  This Agreement alone fully and completely
expresses the agreement of the parties relating to the subject matter hereof.
There are no other courses of dealing, understandings, agreements,
representations, or warranties, written or oral, except as set forth herein.

     8.08     Survival; Termination.  The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of six
months from the Closing Date, unless otherwise provided herein.

     8.09     Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.

     8.10     Amendment or Waiver.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and such remedies may be enforced concurrently,
and no waiver by any party of the performance of any obligation by the other
shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing.  At any time prior to the
Closing Date, this Agreement may be amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time

(The rest of this page is intentionally left blank.)

<PAGE>
for performance thereof may be extended by a writing signed by the party or
parties for whose benefit the provision is intended.

     IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly
authorized, as of the date first above written.

UPLAND ENERGY CORPORATION,          LIFESMART NUTRITION, INC.,
a Utah corporation                         a Utah corporation

By:        /s/                      By:            /s/
   -----------------------             ----------------------------
   Lee Jackson, President              Darren Lopez, Vice President

UPLAND MERGER CO.,
a Utah corporation

By:     /s/
   ----------------------
   Lee Jackson, President

STATE OF UTAH               )
                              ss.
COUNTY OF SALT LAKE     )

     On this            day of           , 2000, personally appeared before me
Lee Jackson, whose identity is personally known to me and who by me duly
sworn, did say that he is the President of Upland Energy Corporation and
Upland Merger Co. and that the foregoing agreement was signed by him on behalf
of said corporations by authority of their bylaws, and said Lee Jackson
acknowledged to me that said corporations executed the same.

             /s/
     ---------------------------------
     NOTARY PUBLIC

STATE OF UTAH               )
                              ss.
COUNTY OF SALT LAKE     )

     On this            day of       , 2000, personally appeared before me
Darren Lopez, whose identity is personally known to me and who by me duly
sworn, did say that he is the Vice President of Lifesmart Nutrition, Inc. and
that the foregoing agreement was signed by him on behalf of said corporation
by authority of its bylaws, and said Darren Lopez acknowledged to me that said
corporation executed the same.

             /s/
     -------------------------------
     NOTARY PUBLIC