EXHIBIT 2.1


                      PLAN AND AGREEMENT OF REORGANIZATION
                                 by exchange by
                             FAR EAST VENTURES, INC.
                             of its voting stock for
                               all voting stock of
                            CHURCHILL RESOURCES, INC.

         FAR EAST VENTURES,  INC., a Nevada corporation,  hereinafter  sometimes
called Buyer, and CHURCHILL RESOURCES, INC., a Delaware corporation, hereinafter
sometimes called Seller, agree as follows:


                        ARTICLE 1. PLAN OF REORGANIZATION

                                  Plan Adopted

         Section 1.01. A plan of  reorganization  of the parties hereto pursuant
to the provisions of Section  368(a)(1)(B) of the Internal  Revenue Code of 1986
is adopted as follows.

          (a)  Seller and its  Shareholders  will  transfer  to Buyer all of its
     shares of its common stock.

          (b) In exchange  for the voting  stock  transferred  by Seller and its
     Shareholders,  Buyer will issue and  deliver to Seller  Four  Million  Five
     Hundred Thousand  (4,500,000)  newly issued restricted shares of its common
     stock.

          (c)  Seller  will  wind  up  its  affairs,  pay-off  its  liabilities,
     liquidate and distribute  its assets,  including the shares of common stock
     of Buyer received pursuant to the exchange, and voluntarily dissolve.

                                  Closing Date

         Section 1.02.  Subject to the conditions  precedent set forth herein to
the  obligations  of the  parties to  consummate  the  transaction,  the plan of
reorganization shall be consummated at the office of CHURCHILL RESOURCES,  INC.,
5901-J Wyoming NE Suite 264,  Albuquerque,  NM 87109,  on or before November 24,
1999,  at 2:00  p.m.,  or such  other  place  and date as may be fixed by mutual
consent of the parties.  The date of such  consummation  is the  "closing  date"
referred to herein.

                                  Due Diligence

         Section 1.03. Buyer acknowledges that upon execution of this Agreement,
it has  completed  any and all due  diligence  which it wishes to undertake  and
approves the assets of Seller.

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                     ARTICLE 2. COVENANTS, REPRESENTATIONS,
                            AND WARRANTIES OF SELLER

                                  Legal Status

         Section 2.01. Seller is a corporation duly organized, validly existing,
and in good  standing  under the laws of the State of Delaware,  with  corporate
power to own property  and carry on its  business as it is now being  conducted.
Seller  is duly  qualified  to do  business  in each  jurisdiction  in which the
character and location of its properties make such qualification necessary.

                                  Subsidiaries

         Section 2.02.  Seller has no subsidiaries nor any interest in any other
corporation, firm, or partnership.

                                 Capitalization

         Section  2.03.  Seller  has an  authorized  capitalization  of  Fifteen
Hundred  (1,500)  shares  of  common  stock.  As of the  date of this  agreement
approximately One Thousand (1,000) shares of the common stock are validly issued
and outstanding, fully paid and non-assessable.

                              Financial Statements

         Section  2.04.  Seller  has  delivered  to Buyer its  latest  unaudited
financial  statement  together  with the latest  balance sheet of Seller and the
related statements of income and retained earnings for the period then ended. As
soon as possible Seller shall provide audited financial statements of the Fraser
Downs  Raceway  assets.  All such  financial  statements  have been  prepared in
conformity with generally accepted accounting principles applied on a consistent
basis and present fairly the financial  position of Fraser Downs Raceway for its
latest  fiscal  year,  and the results of  operations  for the period then ended
subject,  however,  to  normal  changes  resulting  from  year-end  audit of the
financial statements.

                            Businesses and Properties

         Section 2.05. (a) Seller has delivered to Buyer materials regarding the
Fraser Downs  Raceway  assets which when  acquired  will be the  businesses  and
properties  of  Seller.  The  materials  are  substantially   complete  and  the
information  reported  therein is correct in all  material  respects.  Except as
previously  disclosed  to  Buyer  in  writing,  Seller  does  not  know  of  any
circumstances, events, or other information, occurring prior to or subsequent to
April 30, 1999, which would adversely affect the values as of December 31, 1998,
or subsequent thereto, set forth in the list of properties.

          (b) Except for business  interests  and  properties  sold or otherwise
     disposed of in the ordinary  course of business since April 30, 1999, on or
     within sixty (60) days after the closing

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     date Seller will have good and  marketable  title to all of the  businesses
     and interests in  properties  known as the Fraser Downs  Raceway,  real and
     personal,  reflected in the list as of April 30, 1999 free and clear of all
     mortgages, liens, or encumbrances, other than the following:

          (i)  The lien of current taxes not yet due and payable.

          (ii) Minor exceptions, not in the aggregate material.

          (iii)Such  imperfections of title as do not materially detract from or
               interfere with the  operations,  value,  or use of the properties
               subject  thereto or affected  thereby,  or materially  affect the
               title thereto.

          (iv) A one time payment to the former owners of Fraser Downs  Raceways
               in the sum of Two Million Dollars  ($2,000,000)  due one (1) year
               after receipt of regulatory approval of the transfer.

          (c) All leases included among the  properties,  or to which any of the
     properties are subject,  are in good standing,  valid and effective and, to
     the best of Seller's  knowledge,  information,  and belief after reasonable
     investigation by Seller, there is not under any of such leases any existing
     material default or event of default or event which with notice or lapse of
     time or both would constitute a material default.

          (d) The  equipment,  including  racing  related  equipment  of Seller,
     included among the  properties  are in good  condition and repair,  subject
     only to ordinary wear and tear.

          (e) Except to the extent set forth in Schedule 5 hereto,  there exists
     no restriction on the right of Seller to convey,  assign,  and transfer all
     of the properties, and convey good title thereto to Buyer.

                       Activities Since Balance Sheet Date

         Section 2.06. Except as previously disclosed to Buyer in writing, since
April 30, 1999, Seller has not:

          (a) Suffered any change in its financial  condition or the  operations
     of its business,  materially and adversely affecting its properties, or the
     earning  power  thereof,  nor  suffered  any damage,  destruction  or loss,
     whether covered by insurance or not, materially and adversely affecting the
     properties or the earning power thereof.

          (b) Sold,  exchanged,  or otherwise disposed of any of its business or
     properties or any interest therein.

          (c)  Except in the  ordinary  course  of  business,  entered  into any
     agreement or arrangement selling, exchanging, or otherwise disposing of any
     of its assets or granting any

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     preferential  or other  right to  purchase  any of its  assets or rights or
     requiring  the consent of any party to the transfer and  assignment of such
     assets or rights.

          (d)  Discharged  or  satisfied  any  lien or  encumbrance  or paid any
     obligation  or  liability,  absolute  or  contingent,  other  than  current
     liabilities shown on its balance sheet, including noncurrent liabilities so
     shown  which have  become  current  by the  passage  of time,  and  current
     liabilities incurred since that date in the ordinary course of business.

          (e) Except current liabilities incurred or obligations under contracts
     entered  into in the  ordinary  course of  business,  incurred or agreed to
     incur any contractual obligation or liability, absolute or contingent.

          (f) Issued any stock,  bonds,  or other corporate  securities,  or any
     options with respect thereto.

          (g) Except to the extent  consistent  with past practice,  granted any
     increase in the compensation of, or paid any bonus to, any employee.

          (h) Except in the  ordinary  course of  business,  waived any right or
     claim having value. (i) Declared or paid any dividends,  or made, or agreed
     to make, any other distribution to any shareholder.

          (i)  Mortgaged  or  pledged  or,  except  in the  ordinary  course  of
     business,  subjected to lien,  charge,  or any other encumbrance any of its
     assets, tangible or intangible.

          (k) Entered into any transaction or transactions  the effect of which,
     considered  as a whole,  would be to cause its net  ownership in any of its
     businesses to be materially less than it was at such date.

          (l) Sold, assigned, or transferred any patents,  copyrights,  or other
     intangible assets.

          (m) Had any labor troubles other than routine grievance matters,  none
     of which is material.

          (n) Entered into any transaction  other than in the ordinary course of
     business.

          (o) Made any expenditure for capital items, including construction and
     work-in-process,  or  investment  in  stock of or  advances  in any form to
     corporations  or business  firms in excess of twenty five thousand  dollars
     ($25,000).

                               Schedules Furnished

         Section 2.07.  Seller has  delivered to Buyer the schedules  enumerated
below. To the extent that any such schedule identifies any contract,  agreement,
or other instrument in general terms in lieu of specific  descriptions  thereof,
the schedule will be supplemented by setting forth

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specific descriptions as Buyer may request. If after the date hereof there shall
be any change in the matters reflected in any such schedule, Seller will deliver
to Buyer prior to the effective date appropriate  supplements to the schedule so
affected, making such deletions, modifications, and additions as may be required
in order that Buyer shall have received  complete and correct  information as to
the matters to be reflected in each such schedule. Each of the schedules and any
supplement thereto,  delivered by Seller to Buyer, is substantially complete and
the  information  reported  therein or in any documents  provided  thereunder is
correct in all material respects as of the date of such schedule or supplement.

                  Off-Balance Sheet Liabilities and Obligations

          (a) Schedule 1: This schedule  lists all  indebtedness  or liabilities
     affecting  Seller or any of its assets or rights which arise under sale and
     leaseback arrangements, through-put agreements, and any other agreements or
     arrangements which fall within the category or concept of off-balance sheet
     financing.

                                   Guaranties

          (b) Schedule 2: This schedule lists all indebtedness or liabilities of
     any person,  firm, or corporation  which Seller has guaranteed or otherwise
     become liable for, absolutely or contingently.

                           Certain Material Contracts

          (c) Schedule 3: This schedule  lists all  agreements,  contracts,  and
     other  instruments,  to the extent not  listed in any other  schedule,  not
     cancellable  by Seller on ninety (90) days  notice  without  penalty  which
     involve a payment or payments to be made by or to Seller, or a liability or
     liabilities  of or to Seller,  in excess of twenty  five  thousand  dollars
     ($25,000) any year.

                               Pending Litigation

          (d) Schedule 4: This schedule  lists all  litigation  and  proceedings
     pending or threatened in courts and  governmental  commissions  and bureaus
     affecting  Seller or any of its  properties  or rights  which are not fully
     covered by insurance.

                     Restrictions on Transfer of Properties

          (e)  Schedule  5:  This  schedule  lists  any of the  properties,  the
     transfer  of which by Seller  as  herein  contemplated  is  subject  to any
     restriction,  or which requires the consent of any third party, pursuant to
     a  preferential  or other right of purchase or otherwise,  and describes in
     detail each such restriction, consent requirement, or purchase right.

                Options, Warrants, or Other Stock Purchase Rights


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          (f) Schedule 6: This schedule lists all commitments by Seller to issue
     shares of capital  stock  pursuant to  outstanding  options,  warrants,  or
     rights of conversion.

                 Employment and Deferred Compensation Contracts

          (g)  Schedule  7:  This  schedule  lists  all   employment,   deferred
     compensation, and similar contracts by which Seller is bound.

                                    Insurance

          (h) Schedule 8: This  schedule  lists all fire,  liability,  and other
     insurance now in effect with respect to any of the properties of Seller.

                      Compliance With Laws and Regulations

         Section 2.08. Seller is in compliance with all laws,  regulations,  and
orders applicable to its business.

                  Agreement Not Violative of Law or Instrument

         Section  2.09.  The  execution  and carrying out of this  agreement and
compliance with the provisions  thereof by Seller will violate,  with or without
the giving of notice or passage of time,  any provision of law applicable to the
Seller,  and will not conflict  with, or result in the breach or  termination of
any provision of, or  constitute a default  under,  or result in the creation of
any lien,  charge,  or  encumbrance  upon any of the  businesses or  properties,
pursuant to any corporate charter, bylaws,  indenture,  mortgage, deed of trust,
or other  agreements or instrument to which Seller is a party or by which Seller
of any of its properties may be bound.

                                      Taxes

         Section 2.10. The respective amounts owed for the payment of all unpaid
federal,  state,  county,  and local taxes,  including current ad valorem taxes.
Seller has filed all federal,  state,  county, and other local tax returns which
are  required to be filed,  and will make payment of all taxes which have or may
become due  pursuant to said returns or pursuant to any  assessment  received by
Seller.

                                 Not in Default

         Section 2.11. Seller has not received any notice of default and, to the
knowledge of any of its officers or directors, is not in default under.

          (a) Any  order,  writ,  injunction,  or  decree  of any  court  or any
     commission or other  administrative  agency. Any agreement or obligation to
     which it is a party or by which it is bound or to which it may be subject.

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                         Not Obligated for Broker's Fee

         Section  2.12.  Seller has not incurred any  obligation  or  liability,
contingent  or  otherwise,  for a  broker's  or  finder's  fee in respect of the
matters provided for in this agreement.

           Contract or Commitment Relating to Businesses or Properties

         Section  2.13.  Except  as set  forth  in the list of  business  and/or
properties as of April 30, 1999,  Seller does not have any lease,  contract,  or
commitment,  written or oral, which relates to any of the properties, and it has
duly complied with all  provisions of such lease,  contract,  or commitment  set
forth in the list and is not in default with respect to any of them.

                                   Litigation

         Section 2.14.  Except for matters  disclosed in Schedule 4, there is no
litigation,  proceeding,  or  governmental  investigation  pending,  or,  to the
knowledge of any of the officers or directors of Seller,  threatened,  affecting
Seller or any of its properties, or its right to enter into this agreement or to
perform its obligations hereunder, nor do any of such officers or directors know
of any ground for any such litigation, proceeding, or investigation.

                                    Insurance

         Section  2.15.  Seller  now has in force  fire,  liability,  and  other
insurance with respect to its properties as set forth in Schedule S and,  except
in accordance with the written  approval of Buyer pending the closing date, will
not change, increase, or decrease any such insurance.

                                Approval of Board

         Section  2.16.  The Board of Directors  of Seller,  acting at a special
meeting  thereof  called for the purpose and duly held on November 23, 1999, has
duly  approved  the  transactions  contemplated  hereby and has  authorized  the
execution  and delivery of this  agreement  by Seller,  and the  performance  by
Seller.

                             Character of Statements

         Section 2.17. The information provided and to be provided by Seller and
its officers and directors to Buyer pursuant to this  agreement,  for use in any
proxy  statement  or  listing  application,  does not and will not  contain  any
statement which, at the time and in the light of the circum- stances under which
it is made, is false or misleading  with respect to any material  fact, and does
not and will not omit to state any material fact in order to make the statements
therein not false or misleading.




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                     ARTICLE 3. COVENANTS, REPRESENTATIONS,
                             AND WARRANTIES OF BUYER

                                  Legal Status

         Section 3.01. Buyer is a corporation duly organized;  validly existing,
and in good standing under the laws of the State of Nevada, with corporate power
to own property and carry on its business as it is now being conducted.

                                  Subsidiaries

         Section 3.02.  Buyer has no subsidiaries  nor any interest in any other
corporation, firm, or partnership.

                                 Capitalization

         Section 3.03. Buyer has an authorized  capitalization  of Fifty Million
(50,000,000)  shares  of common  stock.  As of the date of this  agreement  Four
Million  Three  Hundred  Thousand  (4,300,000)  shares of the  common  stock are
validly issued and outstanding, fully paid and non-assessable.

                              Financial Statements

         Section 3.04.  Buyer has  delivered to Seller its latest  balance sheet
and the related  statements of income and retained  earnings for the period then
ended.  All such  financial  statements  have been prepared in  conformity  with
generally  accepted  accounting  principles  applied on a  consistent  basis and
present fairly the financial position of Buyer.

                                   Properties

         Section  3.05.  (a) Buyer has  delivered to Seller a list as of October
31, 1999, of the properties of Buyer. The list is substantially complete and the
information  reported  therein is correct in all  material  respects.  Except as
previously  disclosed  to  Buyer  in  writing,  Seller  does  not  know  or  any
circumstances, events, or other information, occurring prior to or subsequent to
October  31,  1999,  which would  adversely  affect the values as of October 31,
1999, or subsequent thereto, set forth in the list of the properties.

          (b)  Except  for  properties  and  interests  in  properties  sold  or
     otherwise  disposed of in the ordinary course of business since October 31,
     1999, on the closing date Buyer will have good and marketable  title to all
     of the properties and interests in properties, real and personal, reflected
     in the list as of October 31, 1999, free and clear of all mortgages, liens,
     or encumbrances, other than the following:

          (i)  The lien of current taxes not yet due and payable.


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          (ii) Minor exceptions, not in the aggregate material.

          (iii)Such  imperfections  of title or easements  as do not  materially
               detract from or interfere with the  operations,  value, or use of
               the properties subject thereto or affected thereby, or materially
               affect the title thereto.

          (c) All leases included among the  properties,  or to which any of the
     properties are subject,  are in good standing,  valid and effective and, to
     the best of Buyer's  knowledge,  information,  and belief after  reasonable
     investigation by buyer,  there is not under any of such leases any existing
     material default or event of default or event which with notice or lapse of
     time or both would  constitute  a material  default and in respect of which
     Buyer has not taken adequate steps to prevent a default from occurring.

                       Activities Since Balance Sheet Date

         Section  3.06.  Except as  previously  disclosed  to Seller in writing,
since October 31, 1999, Buyer has not:

          (a) Suffered any change in its financial  condition or the  operations
     of its business,  materially and adversely affecting its properties, or the
     earning  power  thereof,  nor  suffered any damage,  destruction,  or loss,
     whether covered by insurance or not, materially and adversely affecting the
     properties or the earning power thereof.

          (b) Except in the ordinary  course of business,  sold,  exchanged,  or
     otherwise  disposed of, or entered into any  agreement  or  arrangement  to
     sell, exchange, or otherwise dispose of, any of its properties,  rights, or
     any interest therein.

                                   Litigation

         Section 3.07. There are no actions or proceedings  pending,  or, to the
knowledge of Buyer,  threatened against, by, or affecting the Buyer in any court
or before any govern-  mental  agency,  domestic or foreign,  which,  if decided
adversely to the Buyer,  would  materially and adversely affect the condition or
operations,  financial or otherwise,  of Buyer. The Buyer, to its knowledge,  is
not in default with  respect to any order,  writ,  injunction,  or decree of any
such court or agency.

                         Employment of Seller Employees

         Section  3.08.  At the  closing,  Buyer  will  offer  to  employ  those
employees of Seller listed in Schedule 7, upon terms and conditions satisfactory
to Buyer.

                          Status of Shares Deliverable

         Section 3.09. The shares of stock of Buyer deliverable pursuant to this
agreement,  when issued and  delivered  as provided in this  agreement,  will be
validly issued and outstanding  shares of common stock of Buyer,  fully paid and
non-assessable, and will be voting stock of the Buyer.

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                                Approval of Board

         Section  3.10.  The Board of  Directors  of Buyer,  acting at a special
meeting thereof called for the purpose and duly held on November____,  1999, has
duly  approved  the  transactions  contemplated  hereby and has  authorized  the
execution and delivery of this agreement by Buyer, and the performance by Buyer.
The  resolution  giving  such  authorization  and  approval  have not since been
altered, amended or revoked.

                        ARTICLE 4. CONDUCT OF BUSINESS OF
                             SELLER PENDING CLOSING

             Preservation of and Access to Properties, Information,
                                  and Documents

         Section 4.01.  From the date of this agreement  until the closing date,
Seller will:

          (a) Except for depreciation  through ordinary wear and tear,  maintain
     and keep its businesses and properties in as good financial condition as at
     present.


          (b) Use  its  best  efforts  to  perform  all  its  obligations  under
     contracts relating to or affecting the businesses and/or its properties.

                            Submission to Shareholder

         Section 4.02.  Seller has secured  approval of its outstanding  shares,
for this agreement and the plan of liquidation and distribution  contemplated by
Section 1.01 hereof.

                      Furnish Proxy and Listing Information

         Section 4.03. Seller,  and its officers and directors,  will furnish to
Buyer  such  information  as shall be needed for use in any proxy  statement  or
listing  application which may be required or deemed desirable by Buyer in order
to consummate the transactions contemplated hereby.

                          Satisfy Conditions Precedent

         Section   4.04.   Seller  will  use  its  best  efforts  to  cause  the
satisfaction of all conditions precedent contained in this agreement.




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                         ARTICLE 5. CONDUCT OF BUSINESS
                            OF BUYER PENDING CLOSING

                           Carry on Business as Usual

         Section 5.01.  Pending the consummation of the plan of  reorganization,
Buyer will carry on its business in substantially the same manner as heretofore.

                          Satisfy Conditions Precedent

         Section 5.02. Buyer will use its best efforts to cause the satisfaction
of all conditions precedent contained in this agreement.

                               Negative Covenants

         Section 5.03.  Except with the prior written  consent of Seller,  Buyer
will not declare or pay any dividend,  or declare or make any other distribution
to its shareholders.

                           Submission to Shareholders

         Section  5.04.  Buyer shall  submit to its  outstanding  shares of each
class for their approval,  if necessary,  this agreement and the principal terms
of the  shares-for-shares  exchange  described  in it.  Buyer shall use its best
efforts to cause its outstanding  shares of each class to approve this agreement
in the manner required by Nevada's Corporation Law.


                         ARTICLE 6. CONDITIONS PRECEDENT
                        TO OBLIGATIONS OF BUYER TO CLOSE

         Section  6.01.  The  obligations  of the Buyer  hereunder  are,  at its
option, subject to the conditions that on or before the closing date:

            Proceedings and Instruments Approved by Counsel for Buyer

          (a) All actions,  proceedings,  instruments, and documents required to
     carry out this  agreement,  or  incidental  thereto,  and all other related
     legal matters shall have been approved by counsel for the Buyer.

                          Opinion of Counsel for Seller

          (b) Buyer shall have received an opinion of Warren J. Soloski, counsel
     for Seller,  dated the closing date, in form and substance  satisfactory to
     Buyer and its counsel, to the effect that:


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          (i)  Seller  is  duly  incorporated,  validly  existing,  and in  good
               standing  under  the laws of its state of  incorporation;  and is
               duly qualified to do business in each  jurisdiction  in which the
               character and location of its properties make such  qualification
               necessary.

          (ii) Seller  has  an  authorized  capitalization  of  fifteen  hundred
               (1,500)  shares of common  stock,  of which one thousand  (1,000)
               shares  are  validly  issued  and  outstanding,  fully  paid  and
               non-assessable.

          (iii)Seller  has  complied  with all  laws,  regulations,  and  orders
               applicable to its business.

          (iv) Seller is not in default under any order,  writ,  injunction,  or
               decree of any court or of any commission or other  administrative
               agency,  nor under any  agreement or  obligation to which it is a
               party or by which it is bound or December be subject.

          (v)  Except as set forth in the list of businesses  and  properties as
               of October 31, 1999, Seller does not have any lease, contract, or
               commitment,  written  or  oral,  which  relates  to  any  of  the
               properties,  and it has duly complied with all provisions of such
               lease,  contract,  or commitment set forth in the list and is not
               in default with respect to any of them.

          (vi) Except for matters disclosed in Schedule 4, such counsel does not
               know or have  reason to  believe  that  there is any  litigation,
               proceeding,  or  investigation  pending or threatened which might
               result  in  any  material   adverse  change  in  the  properties,
               business,  or  prospects  or  in  the  condition,   financial  or
               otherwise,  of Seller,  or which  questions  the validity of this
               agreement  or of any action taken or to be taken by Seller or its
               shareholders,  including  without  limitation the liquidation and
               dissolution  proceedings of Seller, or by Buyer pursuant to or in
               connection with the provisions of this agreement.

          (vii)All corporate acts and other  proceedings  require to be taken by
               or on the part of the  Seller to  authorize  it to carry out this
               agreement  and to sell and  transfer its  properties  as provided
               herein,  and to  liquidate  and  dissolve,  have  been  duly  and
               properly   taken,   including   the   approval   and  consent  of
               shareholders,  and this  agreement  has been duly executed by the
               Seller  and is the valid and  binding  obligation  of the  Seller
               enforceable in accordance with its terms.

          (viii) No provision of the articles of  incorporation or the bylaws of
               Seller, or of any indenture,  mortgage,  or other agreement known
               to such counsel,  prevents Seller from transferring good title to
               the  properties in the manner  contemplated  by this agreement or
               has  or  will  result  in a  breach  of the  Seller's  warranties
               contained in Section 2.09.

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          (ix) Except as set forth in the list of  properties  as of October 31,
               1999, good and marketable title to all of the properties has been
               or will be duly vested in the Buyer,  free of all claims,  liens,
               and encumbrances.

          (x)  The  issuance of shares of its common  stock here- under by Buyer
               to Seller and the transfer by the latter to its  shareholders  of
               the shares upon its  liquidation  and  dissolution do not require
               the registration of the shares under the Securities Act of 1933.

                Compliance With Terms, Conditions, and Covenants

          (c) All the terms,  conditions,  and covenants of this agreement to be
     complied  with by the Seller on or before the closing  date shall have been
     complied  with,  and Seller  shall have  delivered  to Buyer a  certificate
     signed by its chairman and treasurer to such effect.

                     Truth of Representations and Warranties

          (d) The  representations  and  warranties  by Seller  herein  shall be
     correct,  as of the  closing  date,  with the same  force  as  though  such
     representations  and  warranties  had been made on the  closing  date,  and
     Seller shall have  delivered to Buyer a certificate  signed by its chairman
     and  treasurer to such effect and as to such other matters as the Buyer may
     reasonably request.

                                 Permit Granted

          (e) The Nevada  Commissioner  of  Corporations  or other  official  as
     appropriate  shall  have  granted  to  Buyer  an  appropriate   permit,  if
     necessary, authorizing it to issue shares of its common stock in accordance
     with this agreement.

                         Approval by Outstanding Shares

          (f) The principal  terms of this  agreement and the  shares-for-shares
     exchange  covered by it shall have been approved as required by the General
     Corporation  Law of Nevada and Delaware by the  outstanding  shares of each
     class of both Buyer and Seller.

                             Stock Exchange Listing

          (g) The  shares of  common  stock of Buyer to be  delivered  to Seller
     pursuant  to this  agreement  shall  have been duly  listed on the Over The
     Counter Electronic  Bulletin Board,  subject to official notice of issuance
     or distribution or other formal condition

                       Commitment as to Investment Purpose

          (h) All holders or owners of shares of capital  stock of Seller deemed
     by Buyer to be controlling or dominant  shareholders of Seller,  shall have
     delivered to Buyer, in form

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<PAGE>

     satisfactory  to Buyer,  agreements  to the effect that they are taking the
     shares of common stock of Buyer to be delivered  hereunder  for purposes of
     investment and that they will not sell or distribute any of the shares in a
     manner which would result in a violation of the  Securities  Act of 1933 or
     the regulations thereunder.

                       ARTICLE 7. CONDITIONS PRECEDENT TO
                         OBLIGATIONS OF SELLER TO CLOSE

         Section  7.01.  The  obligations  of the Seller  hereunder  are, at its
option, subject to the conditions that on or before the closing date:

               Proceedings and Instruments Approved by Counsel for
                                     Seller

          (a) All actions,  proceedings,  instruments, and documents required to
     carry out this  agreement,  or  incidental  thereto,  and all other related
     legal matters  shall have been  approved by Warren J. Soloski,  counsel for
     the Seller.

                          Opinion of Counsel for Buyer

     (1)  Seller shall have received an opinion of counsel for Buyer,  dated the
          closing  date, in form and  substance  satisfactory  to Seller and its
          counsel, to the effect that:

          (i)  Buyer  is  duly  incorporated,  validly  existing,  and  in  good
               standing under the laws of its state of incorporation.

          (ii) Buyer  has  an   authorized   capitalization   of  fifty  million
               (50,000,000)  shares  of  common  stock  of which  three  million
               (4,300,000) shares are validly issued and outstanding, fully paid
               and non-assessable.

          (iii)Buyer is not in default  under any order,  writ,  injunction,  or
               decree of any court or of any commission or other  administrative
               agency,  nor under any  agreement or  obligation to which it is a
               party or by which it is bound or may be subject.

          (iv) Such  counsel  does not know or have reason to believe that there
               is  any  litigation,  proceeding,  or  investigation  pending  or
               threatened  which might result in any material  adverse change in
               the  properties,  business,  or  prospects  or in the  condition,
               financial or otherwise, of Buyer, or which questions the validity
               of this agreement or of any action taken or to be taken by Buyer,
               or by Seller  pursuant to or in connection with the provisions of
               this agreement.

          (v)  All corporate acts and other  proceedings  require to be taken by
               or on the part of the  Buyer to  authorize  it to carry  out this
               agreement  and to  deliver  the  shares of common  stock of Buyer
               deliverable as provided  herein have been duly and properly taken
               and this agreement has been duly executed by the Buyer and is the
               valid  and  binding   obligation  of  the  Buyer  enforceable  in
               accordance with its terms.

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<PAGE>

          (vi) An appropriate permit, if necessary,  by Buyer in connection with
               the issuance of its common stock hereunder.

          (vii)No provision of the  articles of  incorporation  or the bylaws of
               the Buyer,  or of any indenture,  mortgage,  or other  agreement,
               known to such  counsel,  prevents  the  Buyer  from  issuing  and
               delivering  to the  Seller  good  title to all of the  shares  of
               common  stock of Buyer being  delivered  pursuant to the terms of
               this agreement.

          (viii) The  shares  of  common  stock of  Buyer,  on  delivery  of the
               certificates  representing  said  shares in  accordance  with the
               terms of this agreement,  will be duly and validly issued,  fully
               paid and  non-assessable,  and  voting  stock of Buyer and Seller
               will have good title to such shares issued to it.

          (ix) The   assumption  by  Buyer  of  the  debts,   liabilities,   and
               obligations of Seller,  as provided in this  agreement,  has been
               duly and validly  authorized,  and the agreement  evidencing such
               assumption  has been duly  executed and delivered by Buyer and is
               valid and binding upon Buyer in accordance with its terms.

          (x)  The issuance of shares of its common stock  hereunder by Buyer to
               Seller and the transfer by the latter to its  shareholders of the
               shares upon its  liquidation  and  dissolution do not require the
               registration of the shares under the Securities Act of 1933.

          (xi) The shares of common stock of Buyer to be issued  hereunder  have
               been  duly  authorized  for  listing  on  the  Over  The  Counter
               Electronic Bulletin Board.

                Compliance With Terms, Conditions, and Covenants

          (c) All the terms,  conditions,  and covenants of this agreement to be
     complied  with by Buyer on or  before  the  closing  date  shall  have been
     complied  with,  and Buyer  shall have  delivered  to Seller a  certificate
     signed by its chief executive officer to such effect.

                     Truth of Representations and Warranties

          (d) The  representations  and warranties made by Buyer herein shall be
     correct,  as of the  closing  date,  with the same  force  as  though  such
     representations and warranties had been made on the closing date, and Buyer
     shall have delivered to Seller a certificate  signed by its chief executive
     officer  to such  effect  and as to such  other  matters  as the Seller may
     reasonably request.

                                       15

<PAGE>
                              Favorable Tax Ruling

          (e)  Seller  has not  received  a  written  ruling or  rulings  of the
     Internal  Revenue  Service,  to the effect  that the sale of the assets and
     business of Seller and the  distribution  to the  shareholders of Seller of
     the shares of common stock of Buyer in connection  with the liquidation and
     dissolution of Seller, all as contemplated  herein,  will not result in the
     recognition  of any taxable  income or deductible  loss by Seller or by its
     shareholders.

                          No Substantial Adverse Change

          (f)  There  shall  have  been no  substantial  adverse  change  in the
     financial  condition or operations of Buyer and no suspension of trading in
     its stock on the Over The Counter Electronic Bulletin Board.

                            Approval of Shareholders

          (g) All  corporate  proceedings  requisite to the sale and transfer by
     Seller and its  Shareholders  of its voting stock,  and its liquidation and
     dissolution,  shall have been approved and consented to by the Shareholders
     of Seller in the manner  required  by  applicable  law or other  applicable
     requirements.

                         Approval by Outstanding Shares

          (h) The  principal  terms of this  agreement  have been  approved,  as
     required  by the  General  Corporation  Law of Nevada and  Delaware  by the
     outstanding shares of each class of both Buyer and Seller.


                            ARTICLE 8. CONSUMMATION OF
                                   TRANSACTION

                             Consideration of Seller

         Section  8.01.  Except for cash,  not  exceeding  ten thousand  dollars
($10,000) in such amount as Seller shall deem necessary to pay all fees,  costs,
and  expenses  incurred  by it in  carrying  out  this  plan  and  agreement  of
reorganization,  Seller and Seller's  shareholders will deliver to Buyer, on the
closing  date,  all of its voting  shares or an affidavit  that the  certificate
representing  the voting shares is lost.  Except for minute books,  stock books,
and corporate  records which shall be delivered  within a reasonable  time after
its dissolution,  Seller shall deliver to Buyer, on the closing date, possession
of all its  properties so  transferred to it. Seller shall use the retained cash
only to pay fees,  costs, and expenses  incurred by it in carrying out this plan
and agreement of  reorganization  and shall pay over to Buyer, at the expiration
of one hundred twenty (120) days after the closing date, any balance remaining.

                             Consideration of Buyer

         Section 8.02. (a) Except for liabilities  and obligations  specified in
Subsection  (b), upon receipt of the stock of Seller and Seller's  Shareholders,
Buyer will assume, and will deliver to

                                       16
<PAGE>



Seller, the appropriate instruments evidencing assumption by Buyer of all of the
liabilities  and  obligations of Seller  reflected or referred to in its list of
properties  and  thereafter  incurred in the ordinary  course of business to and
including  the  closing  date,   including  all  obligations  under  agreements,
contracts, and other arrangements to which it is a part.

          (b) Buyer shall assume and be responsible  for any and all liabilities
     of the Seller.

          (c) Buyer shall cause to be  delivered  to Seller at the closing  date
     Four Million Five Hundred Thousand (4,500,000) shares of Buyer's restricted
     common stock.

          (d) The  directors  of  Buyer  shall  tender  to  Seller  resignations
     effective upon closing of this  transaction and Buyer shall allow cooperate
     with Seller in the election of a new Board of Directors.

                              Dissolution of Seller

         Section 8.03. (a) Promptly after the closing date, Seller shall proceed
with due diligence to wind up its affairs, liquidate, and distribute its assets,
including the shares of common stock of Buyer received pursuant to the exchange,
and voluntarily dissolve.

          (b) In  connection  with the winding up of its  affairs,  Seller shall
     proceed  promptly after the closing date to prepare and file all income tax
     returns  and  reports  required  under  applicable  law,  state or federal,
     covering  all periods  prior to the closing  date for which tax returns and
     reports  have not  previously  been filed and, if  requested  in writing by
     Buyer,  shall file a request for prompt assessment under Section 6501(d) of
     the Internal Revenue Code of 1986 for all open years. Expenses

         Section 8.04. Each party hereto shall pay its own expenses  incident to
this agreement and the transactions  contemplated hereby,  including all fees of
its counsel,  accountants,  and employees whether or not such transactions shall
be consummated.

                          ARTICLE 9. INTERPRETATION AND
                                   ENFORCEMENT

                                 Indemnification

         Section  9.01.  (a)  Each  party  hereto  agrees  to  protect,  defend,
indemnify,  and hold  harmless  the other  party,  its  successors  and assigns,
against  and in respect of all loss,  dam- age,  or  expense  occasioned  by any
breach by such  indemnifying  party of any of its  representations,  warranties,
covenants, or agreements contained herein.


                                       17

<PAGE>

          (b) Each party hereto will indemnify and hold harmless the other party
     against  and in  respect  of any claim for  brokerage  or other  commission
     relative to this  agreement  or to the  transactions  contemplated  hereby,
     based in any way on agreements,  arrangements, or understandings claimed to
     have been made by such party with any third party.

          (c) Seller  agrees to indemnify  and hold  harmless the Buyer from any
     loss, damage, or expenses,  including reasonable counsel fees, sustained or
     incurred by Buyer by reason of any claim  asserted  against Buyer to pay or
     discharge any  liability or  obligation of Seller not expressly  assumed by
     Buyer under the terms hereof.

                              Specific Performance

         Section 9.02.  Seller  acknowledges  that the voting common stock to be
transferred to Buyer pursuant to plan and agreement of reorganization are unique
and that  Buyer  will have no  adequate  remedy at law if Seller  shall  fail to
perform any of its obligations  hereunder.  In such event,  Buyer shall have the
right, in addition to all other rights, and remedies, to specific performance of
this plan and agreement of reorganization.

             Survival of Covenants, Representations, and Warranties

         Section  9.03.  All   covenants,   agreements,   representations,   and
warranties made hereunder and in any certificates delivered at the closing shall
be  deemed to be  material  and to have been  relied  upon by Buyer and  Seller,
notwithstanding  any  investigation  made  by  Buyer  and  Seller  or  on  their
respective behalf, and shall survive the closing.

                                   Assignment

         Section 9.04.  Except with the written consent of the other party,  the
rights and  obligations  under this agreement  shall not be assignable by either
party.  Nothing  herein  expressed  or implied is  intended  to confer  upon any
person, other than the parties hereto or their respective  successors,  assigns,
heirs, and legal representatives,  any fights, remedies, or liabilities under or
by reason of this agreement.

                                     Notices

         Section 9.05. Any notice or other  communication  required or permitted
hereunder  shall be deemed to be  properly  given when  deposited  in the United
States mails for transmittal by certified or registered  mail,  postage prepaid,
or when  deposited  with a public  telegraph  company for  transmittal,  charges
prepaid, if such communication is addressed:

          (a) In the case of Seller, to: R. M. Frederick,  at 5901-J Wyoming NE,
     Suite 264,  Albuquerque,  NM 87109,  or to such other  person or address as
     Seller may from time to time furnish to Buyer for the purpose.

          (b) In the case of Buyer, to: Doug Ansell, at 3675 Pecos Mcleed, Suite
     1400 , Las Vegas, NV 89121, or to such other person or address as Buyer may
     from time to time furnish to Seller for the purpose.

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<PAGE>

                         Entire Agreement; Counterparts

         Section  9.06.  This  instrument  and the exhibits  hereto  contain the
entire   agreement   between  the  parties  with  respect  to  the   transaction
contemplated  hereby. It may be executed in any number of counterparts,  each of
which shall be deemed an original,  but such  counterparts  together  constitute
only one and the same  instrument.  A facsimile  signature  shall  constitute an
original signature.

                                 Controlling Law

         Section 9.07.  The validity,  interpretation,  and  performance of this
agreement  shall be controlled  by and construed  under the laws of the State of
Nevada, the state in which each the Buyer hereto is incorporated.

         Executed on November ____, 1999, at Las Vegas,  Nevada and Albuquerque,
New Mexico.

SELLER
CHURCHILL RESOURCES, INC.


By:____________________________
         R, M. Frederick

BUYER
FAR EAST VENTURES, INC.




By:____________________________
         Douglas Ansell


c:\wpdocs\churchil\reorg.n24

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