AMERICAN SPORTS HISTORY INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>fm8k10-1.txt
<TEXT>
Exhibit 10.1
Form 8-K, April 18, 2002
American Sports History, Inc.
File No. 33-55254-46

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


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


                            I. THE INTERESTED PARTIES


A. THE PARTIES TO THIS AGREEMENT

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

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

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

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



                                  II. RECITALS


A. THE CAPITAL OF TREASURY AND AMERICAN

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

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

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B. THE BACKGROUND FOR THE ACQUISITION

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



                 III. CONDITIONS PRECEDENT TO REORGANIZATION


A. DIRECTOR APPROVAL

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


B. EFFECTIVE DATE

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

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

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

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

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

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C. TERMINATION

      This Plan of Reorganization and Acquisition may be terminated at any time
prior to the Closing Date, whether before or after approval by the shareholders
of the Parties: (i) by mutual consent of the Parties; or (ii) by any Party if
any other Party is unable to meet the specific conditions precedent applicable
to its performance within a reasonable time. In the event that termination of
this Plan of Reorganization and Acquisition occurs, as provided above, this Plan
of Reorganization and Acquisition shall forthwith become void and there shall be
no liability on the part of any Party or its respective officers, directors and
managers.

                             IV. PLAN OF ACQUISITION


A. REORGANIZATION AND ACQUISITION

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

B. SURVIVING CORPORATION

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

C. SURVIVING ARTICLES OF INCORPORATION

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

D. SURVIVING BYLAWS

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

E. PURCHASE PRICE

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

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

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

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

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


F. OTHER CONDITIONS OF ACQUISITIONS

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

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

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

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


G. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING

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

               V. GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES

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

A. ORGANIZATION AND QUALIFICATION

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

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B. CORPORATE AUTHORITY

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

C. OWNERSHIP OF ASSETS AND PROPERTY

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

D. ABSENCE OF CERTAIN CHANGES OR EVENTS

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

E. ABSENCE OF UNDISCLOSED LIABILITIES

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

F. LEGAL PROCEEDINGS

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

G. NO BREACH OF OTHER AGREEMENTS

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

H. CAPITAL STOCK

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

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I. BROKERS' OR FINDER'S FEES

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

                               VI. INDEMNIFICATION

     Both parties shall, and from and after the Closing Date, indemnify,  defend
and hold  harmless  each person who is now, or has been at any time prior to the
date hereof or who becomes  prior to the Closing Date, an officer or director of
either party (the "Indemnified  Parties") against all losses,  claims,  damages,
costs, expenses (including reasonable attorneys' fees and expenses), liabilities
or  judgments or amounts  that are paid in  settlement  with the approval of the
indemnifying  party of or in  connection  with any  threatened  or actual claim,
action,  suit,  proceeding or investigation  based on or arising out of the fact
that such  person is or was a  director  or  officer  of  either  party  whether
pertaining  to any matter  existing or occurring at or prior to the Closing Date
and whether  asserted  or claimed  prior to, or at or after,  the  Closing  Date
("Indemnified Liabilities"),  including all Indemnified Liabilities based on, or
arising out of, or pertaining to this Agreement or the transactions contemplated
hereby,  in each case, to the full extent a corporation  is permitted  under the
California law to indemnify directors or officers.

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

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

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                       VII. DEFAULT, AMENDMENT AND WAIVER

A. DEFAULT

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

B. WAIVER AND AMENDMENT

     Any term, provision,  covenant,  representation,  warranty, or condition of
this  Agreement may be waived,  but only by a written  instrument  signed by the
Party entitled to the benefits thereof. The failure or delay of any party at any
time or times to require  performance of any provision hereof or to exercise its
rights with  respect to any  provision  hereof  shall in no manner  operate as a
waiver of or affect such party's  right at a later time to enforce the same.  No
waiver by any Party of any condition,  or of the breach of any term,  provision,
covenant, representation, or warranty contained in this Agreement, in any one or
more  instances,  shall be deemed to be or construed as a further or  continuing
waiver of any such  condition  or breach or waiver of any other  condition or of
the breach of any other term, provision, covenant,  representation, or warranty.
No modification or amendment of this Agreement shall be valid and binding unless
it be in writing and signed by all Parties hereto.


                               VIII. MISCELLANEOUS

A. EXPENSES

     Whether or not the transactions  contemplated hereby are consummated,  each
of the Parties  hereto  shall bear all taxes of any nature  (including,  without
limitation,  income,  franchise,  transfer,  and sales  taxes)  and all fees and
expenses relating to or arising from its compliance with the various  provisions
of this  Agreement  and such Party's  covenants to be performed  hereunder,  and
except as otherwise specifically provided for herein, each of the Parties hereto
agrees to pay all of its own expenses (including, without limitation,  attorneys
and accountants'  fees, and printing  expenses) incurred in connection with this
Agreement, the transactions contemplated hereby, the negotiations leading to the
same and the preparations  made for carrying the same into effect,  and all such
taxes, fees, and expenses of the Parties hereto shall be paid prior to Closing.

B. NOTICES

     Any notice, request,  instruction,  or other document required by the terms
of this Agreement, or deemed by any of the Parties hereto to be desirable, to be
given to any  other  party  hereto  shall be in  writing  and  shall be given by
facsimile,  personal delivery,  overnight  delivery,  or mailed by registered or
certified mail, postage prepaid, with return receipt requested, to the following
addresses:

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

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

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

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

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

C.    ENTIRE AGREEMENT

     This Agreement, together with any schedules and exhibits hereto, sets forth
the entire agreement and understanding of the Parties hereto with respect to the
transactions   contemplated   hereby,   and  supersedes  all  prior  agreements,
arrangements  and  understandings  related  to the  subject  matter  hereof.  No
understanding,  promise,  inducement,  statement of  intention,  representation,
warranty,  covenant, or condition,  written or oral, express or implied, whether
by statute or otherwise, has been made by any party hereto which is not embodied
in this  Agreement,  or in the  schedules  or  exhibits  hereto  or the  written
statements,  certificates,  or other documents  delivered  pursuant hereto or in
connection with the transactions  contemplated hereby, and no party hereto shall
be  bound by or  liable  for any  alleged  understanding,  promise,  inducement,
statement, representation, warranty, covenant, or condition not so set forth.


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D. SURVIVIAL OF REPRESENTATIONS

     All statements of fact (including  financial  statements)  contained in the
schedules, the exhibits, the certificates,  or any other instrument delivered by
or on behalf of the  Parties  hereto,  or in  connection  with the  transactions
contemplated  hereby,  shall be deemed  representations  and  warranties  by the
respective Party hereunder.  All representations,  warranties,  agreements,  and
covenants  hereunder shall survive the Closing and remain effective for a period
of two-years  following the Closing Date,  regardless  of any  investigation  or
audit at any time made by or on behalf of the  Parties or of any  information  a
party may have in respect hereto.  Consummation of the transactions contemplated
hereby  shall not be deemed or  construed  to be a waiver of any right or remedy
possessed by any party  hereto,  notwithstanding  that such party knew or should
have known at the time of Closing that such right or remedy existed.

E. INCORPORATION BY REFERENCE

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

F. REMEDIES CUMULATIVE

     No remedy herein  conferred upon the Parties is intended to be exclusive of
any other remedy and each and every such remedy shall be cumulative and shall be
in addition to every other remedy given  hereunder or now or hereafter  existing
at law or in equity or by statute or otherwise.

G. EXECUTION OF ADDITIONAL DOCUMENTS

     Each Party hereto shall make, execute,  acknowledge, and deliver such other
instruments and documents,  and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby.

H. GOVERNING LAW

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

I. FORUM

     Each of the  Parties  hereto  agrees  that any  action or suit which may be
brought by any party hereto  against any other party hereto in  connection  with
this Agreement or the transactions  contemplated hereby may be brought only in a
federal or state court in Los Angeles County, California.

J. PROFESSIONAL FEES

     In the event any Party hereto shall commence legal proceedings  against the
other to enforce the terms hereof, or to declare rights hereunder, as the result
of a breach of any covenant or condition of this Agreement, the prevailing party

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in any such  proceeding  shall be entitled to recover  from the losing party its
costs of suit,  including  reasonable  attorneys' fees,  accountants'  fees, and
experts' fees.

K. BINDING EFFECT AND ASSIGNMENT

     This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
Parties hereto and their  respective  heirs,  executors,  administrators,  legal
representatives, and assigns.

L. COUNTERPARTS; FACSIMILE SIGNATURES

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

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




Treasury International, Inc.,
a Delaware corporation

BY: /s/ Dale Doner
ITS:  President


AMERICAN SPORTS ACADEMY, LLC               AMERICAN SPORTS HISTORY, INC.

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


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