RECITALS:

EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the "Agreement"), entered
into this 30th day of March 1999, is by, between, and among Neurochemical
Research International Corp., a publicly held Delaware corporation
(hereinafter the "Purchaser"), AllStar Arena Entertainment, Inc., a
privately-held California corporation (hereinafter the "Private Company"),
and the shareholders of the Private Company who are listed on Schedule "A"
hereto and have executed Subscription Agreements in the form attached in
Schedule "B" hereto (the "Shareholders").

RECITALS:

WHEREAS, the Purchaser wishes to acquire, and the Shareholders, by
executing Schedule "B" hereto, are willing to sell, all of the outstanding
stock of the Private Company in exchange solely for a part of the voting
stock of the Purchaser whereby the Shareholders would acquire a controlling
interest of the Purchaser; and

WHEREAS, the parties hereto intend to qualify such transaction as a
tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended;

NOW, THEREFORE, based upon the stated premises, which are
incorporated herein by reference, and for and in consideration of the mutual
covenants and agreements set forth herein, 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, the parties hereto
approve and adopt this Agreement and Plan of Reorganization and mutually
covenant and agree with each other as follows:

1. Shares to be Transferred and Shares to be Issued.

1.1 On the Closing Date the Shareholders shall transfer to
the Purchaser certificates for the number of shares of the common stock of
the Private Company described in Schedule "A," attached hereto and
incorporated herein, which in the aggregate shall represent not less than 80%
of the issued and outstanding shares of the common stock of the Private
Company at Closing.

1.2 In exchange for the transfer of the common stock of the
Private Company pursuant to subsection 1.1. hereof, the Purchaser shall on
the Closing Date and contemporaneously with such transfer of the common stock
of the Private Company to it by the Shareholders issue and deliver to the
Shareholders the number of shares of common stock of the Purchaser specified
on Schedule "A" hereof such that the Shareholders shall own approximately 55%
of the outstanding common stock of the Purchaser (including shares to be
issued pursuant to subsection 4.14 hereof).

2. Representations and Warranties of the Private Company. The
Private Company represents and warrants to the Purchaser as set forth below.
These representations and warranties

are made as an inducement for the Purchaser to enter into this Agreement and,
but for the making of such representations and warranties and their accuracy,
the Purchaser would not be a party hereto.

2.1 Organization and Authority. The Private Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of California with full power and authority to enter into
and perform the transactions contemplated by this Agreement. The Private
Company does not have any subsidiaries or own any interest in any other
entity.

2.2 Capitalization. As of the date of the Closing, the
Private Company will have a total of no more than 3,850,000 shares of common
stock issued and outstanding. All of the shares will have been duly
authorized and validly issued and will be fully paid and nonassessable. There
are no options, warrants, debentures, conversion privileges, or other rights,
agreements, or commitments obligating the Private Company to issue or to
transfer from treasury any additional shares of capital stock of any class.
Schedule "A" accurately sets forth all of the shareholders of record of the
Private Company and the number of shares held of record by each Shareholder.

2.3 Directors and Officers. The names and titles of all
directors and officers of the Private Company as of the date of this
Agreement are as follows: Xxxxxxxxx X. Xxxxx, Director and President, Xxxxxx
Xxxxx, Director, and Xxxx Xxxxxxxxx, Secretary.

2.4 Performance of This Agreement. The execution and
performance of this Agreement and the transfer of stock contemplated hereby
have been authorized by the board of directors of the Private Company.

2.5 Financials. True copies of the financial statements of
the Private Company for the period ended October 31, 1998, (unaudited) have
been furnished to the Purchaser. Said financial statements are true and
correct in all material respects and present an accurate and complete
disclosure of the financial condition of the Private Company as of October
31, 1998, and the earnings for the periods covered, in accordance with
generally accepted accounting principles applied on a consistent basis.

2.6 Liabilities. There are no material liabilities of the
Private Company, whether accrued, absolute, contingent or otherwise, which
arose or relate to any transaction of the Private Company, its agents or
servants occurring prior to October 31, 1998, which are not disclosed by or
reflected in said financial statements. As of the date hereof, there are no
known circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, which may hereafter give rise to liabilities,
except in the normal course of business of the Private Company.

2.7 Absence of Certain Changes or Events. Except as set
forth in this Agreement, since October 31, 1998, there has not been (i) any
material adverse change in the business, operations, properties, level of
inventory, assets, or condition of the Private Company, or (ii) any damage,
destruction, or loss to the Private Company (whether or not covered by

insurance) materially and adversely affecting the business, operations,
properties, assets, or conditions of the Private Company.

2.8 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending, or
outstanding against or involving the Private Company or its subsidiaries, if
any, or their assets, properties, or business, nor does the Private Company
or its subsidiaries know, or have reasonable grounds to know, of any basis
for any such proceedings, investigations or inquiries, product liability or
other claims, judgments, injunctions or restrictions. In addition, there are
no material proceedings existing, pending or reasonably contemplated to which
any officer, director, or affiliate of the Private Company or as to which any
of the Shareholders is a party adverse to the Private Company or any of its
subsidiaries or has a material interest adverse to the Private Company or any
of its subsidiaries.

2.9 Taxes. All federal, state, foreign, county and local
income, profits, franchise, occupation, property, sales, use, gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by the Private Company, and there are no unpaid taxes
which are, or could become a lien on the properties and assets of the Private
Company, except as provided for in the financial statements of the Private
Company, or have been incurred in the normal course of business of the
Private Company since that date. All tax returns of any kind required to be
filed have been filed and the taxes paid or accrued. There are no disputes as
to taxes of any nature payable by the Private Company.

2.10 Hazardous Materials. No hazardous material has been
released, placed, stored, generated, used, manufactured, treated, deposited,
spilled, discharged, released, or disposed of on or under any real property
currently or previously owned or leased by the Private Company or any of its
subsidiaries.

2.11 Accuracy of All Statements Made by the Private
Company. No representation or warranty by the Private Company in this
Agreement, nor any statement, certificate, schedule, or exhibit hereto
furnished or to be furnished by or on behalf of the Private Company pursuant
to this Agreement, nor any document or certificate delivered to the Purchaser
by the Private Company pursuant to this Agreement or in connection with
actions contemplated hereby, contains or shall contain any untrue statement
of material fact or omits or shall omit a material fact necessary to make the
statements contained therein not misleading.

3. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Private Company as set forth below. These
representations and warranties are made as an inducement for the Private
Company to enter into this Agreement and, but for the making of such
representations and warranties and their accuracy, the Private Company would
not be parties hereto.

3.1 Organization and Good Standing. The Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware with full

power and authority to enter into and perform the transactions contemplated
by this Agreement. The Purchaser does not have any subsidiaries or own any
interest in any other entity.

3.2 Capitalization. The Purchaser has a total of 3,980,680
shares of common stock presently issued and outstanding (taking into account
the four-for-one forward split of the outstanding shares effective March 30,
1999). All of the shares will have been duly authorized and validly issued
and will be fully paid and nonassessable. Except for the Purchaser's
obligations hereunder with respect to the shares to be issued pursuant to
subsections 1.2 and 5.14 hereof, there are no options, warrants, debentures,
conversion privileges, or other rights, agreements, or commitments obligating
the Purchaser to issue or to transfer from treasury any additional shares of
capital stock of any class. The Purchaser has three classes of stock
authorized, namely 11,000,000 shares of common stock, par value $.001;
9,000,000 shares of Class B common stock, par value $.001; and 1,000,000
shares of preferred stock, par value $.001. The Purchaser has no shares of
Class B common stock or preferred stock outstanding. As of the Closing, the
Articles of Incorporation, as amended, of the Purchaser (the "Purchaser
Articles") and as currently in effect shall remain unchanged, except as
provided herein.

3.3 Performance of This Agreement. The execution and
performance of this Agreement and the issuance of stock contemplated hereby
have been authorized by the board of directors of the Purchaser.

3.4 Financials. True copies of the financial statements of
the Purchaser for the fiscal years ended December 31, 1997 (audited) and 1998
(unaudited) have been delivered by the Purchaser to the Private Company. The
audited financial statements have been examined and certified by Xxxxxxxx
Xxxxxxxx & Strong, Certified Public Accountants. Said financial statements
are true and correct in all material respects and present an accurate and
complete disclosure of the financial condition of the Purchaser as of
December 31, 1998, and the earnings for the periods covered, in accordance
with generally accepted accounting principles applied on a consistent basis.

3.5 Liabilities. There are no material liabilities of the
Purchaser, whether accrued, absolute, contingent or otherwise, which arose or
relate to any transaction of the Purchaser, its agents or servants which are
not disclosed by or reflected in said financial statements. As of the date
hereof, there are no known circumstances, conditions, happenings, events or
arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Purchaser.

3.6 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending, or
outstanding against or involving the Purchaser or its subsidiaries, if any,
or their assets, properties, or business, nor does the Purchaser or its
subsidiaries know, or have reasonable grounds to know, of any basis for any
such proceedings, investigations or inquiries, product liability or other
claims, judgments, injunctions or restrictions. In addition, there are no
material proceedings existing, pending or reasonably contemplated to which any

officer, director, or affiliate of the Purchaser is a party adverse to the
Purchaser or any of its subsidiaries or has a material interest adverse to
the Purchaser or any of its subsidiaries.

3.7 Taxes. All federal, state, foreign, county and local
income, profits, franchise, occupation, property, sales, use, gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by the Purchaser, and there are no unpaid taxes which
are, or could become a lien on the properties and assets of the Purchaser,
except as provided for in the financial statements of the Purchaser, or have
been incurred in the normal course of business of the Purchaser since that
date. All tax returns of any kind required to be filed have been filed and
the taxes paid or accrued. There are no disputes as to taxes of any nature
payable by the Purchaser.

3.8 Hazardous Materials. No hazardous material has been
released, placed, stored, generated, used, manufactured, treated, deposited,
spilled, discharged, released, or disposed of on or under any real property
currently or previously owned or leased by the Purchaser or any of its
subsidiaries.

3.9 Legality of Shares to be Issued. The shares of common
stock of the Purchaser to be issued by the Purchaser pursuant to this
Agreement, when so issued and delivered, will have been duly and validly
authorized and issued by the Purchaser and will be fully paid and
nonassessable.

3.10 Accuracy of All Statements Made by the Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be
furnished by the Purchaser pursuant to this Agreement, nor any document or
certificate delivered to the Private Company pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to state or shall omit to state a
material fact necessary to make the statements contained therein not
misleading.

4. Covenants of the Parties.

4.1 Corporate Records.

a. Simultaneous with the execution of this
Agreement by the Private Company, if not previously furnished, such entity
shall deliver to the Purchaser copies of the articles of incorporation, as
amended, and the current bylaws of the Private Company, and copies of the
resolutions duly adopted by the board of directors of the Private Company
approving this Agreement and the transactions herein contemplated.

b. Simultaneous with the execution of this
Agreement by the Purchaser, if not previously furnished, such entity shall
deliver to the Private Company copies of the Purchaser Articles, and the
current bylaws of the Purchaser, and copies of the resolutions duly

adopted by the board of directors of the Purchaser approving this Agreement
and the transactions herein contemplated.

4.2 Access to Information.

a. The Purchaser and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts, and documents of the Private Company,
and the Private Company shall furnish or cause to be furnished to the
Purchaser and its authorized representatives all information with respect to
its affairs and business as the Purchaser may reasonably request. The
Purchaser shall hold, and shall cause its representatives to hold
confidential, all such information and documents, other than information that
(i) is in the public domain at the time of its disclosure to the Purchaser;
(ii) becomes part of the public domain after disclosure through no fault of
the Purchaser; (iii) is known to the Purchaser or any of its officers or
directors prior to disclosure; or (iv) is disclosed in accordance with the
written consent of the Private Company. In the event this Agreement is
terminated prior to Closing, the Purchaser shall, upon the written request of
the Private Company, promptly return all copies of all documentation and
information provided by the Private Company hereunder.

b. The Private Company and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts, and documents of the Purchaser, and
the Purchaser shall furnish or cause to be furnished to the Private Company
and its authorized representatives all information with respect to its
affairs and business the Private Company may reasonably request. The Private
Company shall hold, and shall cause its representatives to hold confidential,
all such information and documents, other than information that (i) is in the
public domain at the time of its disclosure to the Private Company; (ii)
becomes part of the public domain after disclosure through no fault of the
Private Company; (iii) is known to the Private Company or any of its officers
or directors prior to disclosure; or (iv) is disclosed in accordance with the
written consent of the Purchaser. In the event this Agreement is terminated
prior to Closing, the Private Company shall, upon the written request of the
Purchaser, promptly return all copies of all documentation and information
provided by the Purchaser hereunder.

4.3 Actions Prior to Closing. From and after the date of
this Agreement and until the Closing Date:

a. The Purchaser and the Private Company shall
each carry on its business diligently and substantially in the same manner as
heretofore, and neither party shall make or institute any unusual or novel
methods of purchase, sale, management, accounting or operation.

b. Neither the Purchaser nor the Private Company
shall enter into any contract or commitment, or engage in any transaction not
in the usual and ordinary course of business and consistent with its business
practices.

c. Neither the Purchaser nor the Private Company
shall amend its articles of incorporation or bylaws or make any changes in
authorized or issued capital stock, except as provided in this Agreement.

d. The Purchaser and the Private Company shall
each use its best efforts (without making any commitments on behalf of the
company) to preserve its business organization intact.

e. Neither the Purchaser nor the Private Company
shall do any act or omit to do any act, or permit any act or omission to act,
which will cause a material breach of any material contract, commitment, or
obligation of such party.

f. The Purchaser and the Private Company shall
each duly comply with all applicable laws as may be required for the valid
and effective issuance or transfer of stock contemplated by this Agreement.

g. Neither the Purchaser nor the Private Company
shall sell or dispose of any property or assets, except products sold in the
ordinary course of business.

h. The Purchaser and the Private Company shall
each promptly notify the other of any lawsuits, claims, proceedings, or
investigations that may be threatened, brought, asserted, or commenced
against it, its officers or directors involving in any way the business,
properties, or assets of such party.

4.4 Shareholders' Approval. The Purchaser shall promptly
submit this Agreement and the transactions contemplated hereby for the
approval of its stockholders by majority written consent or at a meeting of
stockholders and, subject to the fiduciary duties of the board of directors
of the Purchaser under applicable law, shall use its best efforts to obtain
stockholder approval and adoption of this Agreement and the transactions
contemplated hereby. In connection with such written action by, or meeting
of, stockholders, the Purchaser shall prepare a proxy or information
statement to be furnished to the shareholders of the Purchaser setting forth
information about this Agreement and the transactions contemplated hereby.
The Private Party shall promptly furnish to the Purchaser all information,
and take such other actions, as may reasonably be requested in connection
with any action to be taken by the Purchaser in connection with the
immediately preceding sentence. The Private Company shall have the right to
review and provide comments to the proxy or information statement prior to
mailing to the shareholders of the Purchaser.

4.5 No Covenant as to Tax or Accounting Consequences. It is
expressly understood and agreed that neither the Purchaser nor its officers
or agents has made any warranty or agreement, expressed or implied, as to the
tax or accounting consequences of the transactions contemplated by this
Agreement or the tax or accounting consequences of any action pursuant to or
growing out of this Agreement.

4.6 Indemnification. The Private Company shall indemnify
Purchaser for any loss, cost, expense, or other damage (including, without
limitation, attorneys' fees and expenses) suffered by Purchaser resulting
from, arising out of, or incurred with respect to the falsity or the breach
of any representation, warranty, or covenant made by the Private Company
herein, and any claims arising from the operations of the Private Company
prior to the Closing Date. Purchaser shall indemnify and hold the Private
Company harmless from and against any loss, cost, expense, or other damage
(including, without limitation, attorneys' fees and expenses) resulting from,
arising out of, or incurred with respect to, or alleged to result from, arise
out of or have been incurred with respect to, the falsity or the breach of
any representation, covenant, warranty, or agreement made by Purchaser
herein, and any claims arising from the operations of Purchaser prior to the
Closing Date. The indemnity agreement contained herein shall remain operative
and in full force and effect, regardless of any investigation made by or on
behalf of any party and shall survive the consummation of the transactions
contemplated by this Agreement.

4.7 Publicity. The parties agree that no publicity,
release, or other public announcement concerning this Agreement or the
transactions contemplated by this Agreement shall be issued by any party
hereto without the advance approval of both the form and substance of the
same by the other parties and their counsel, which approval, in the case of
any publicity, release, or other public announcement required by applicable
law, shall not be unreasonably withheld or delayed.

4.8 Expenses. Except as otherwise expressly provided
herein, each party to this Agreement shall bear its own respective expenses
incurred in connection with the negotiation and preparation of this
Agreement, in the consummation of the transactions contemplated hereby, and
in connection with all duties and obligations required to be performed by
each of them under this Agreement.

4.9 Further Actions. Each of the parties hereto shall take
all such further action, and execute and deliver such further documents, as
may be necessary to carry out the transactions contemplated by this Agreement.

4.10 Name Change. On or before the Closing Date, the
Purchaser shall obtain board and shareholder authorization to amend the
Articles of Incorporation of the Purchaser to change its name to "Ultimate
Sports Entertainment, Inc."

4.11 Cancellation of Class B Stock. On or before the
Closing Date, the Purchaser shall obtain board and shareholder authorization
to amend the Articles of Incorporation of the Purchaser to cancel the entire
class of Class B common stock.

4.12 Increase Number of Authorized Common Shares. On or
before the Closing Date, the Purchaser shall obtain board and shareholder
authorization to amend the Articles of Incorporation of the Purchaser to
increase the total number of common shares to 50,000,000.

4.13 Cancellation of Outstanding Shares. On or before the
Closing Date the Purchaser shall cancel 2,030,680 outstanding post-split
shares of common stock, such that at Closing the Purchaser shall have
1,950,000 shares of common stock outstanding, excluding the shares to be
issued pursuant to subsections 1.2 and 4.14 hereof.

4.14 Limited Offering. Prior to the Closing the Purchaser
shall conduct a limited offering of 1,200,000 shares of its common stock at
$0.50 per share. Said shares shall be offered for cash or for conversion of
up to $200,000 in convertible notes issued by the Private Company. The net
proceeds from such offering shall be made available at Closing to new
management of the Purchaser for the business of the Private Company.

4.15 Conversion and Collection of Private Company Loans. On
or before Closing the Private Company shall convert all related party
outstanding loans to additional paid in capital. In addition, on or before
Closing the Private Company shall collect all outstanding related party
loans. At Closing the Private Company shall have no outstanding loans
receivable from, or payable to, related parties.

5. Conditions Precedent to the Purchaser's Obligations. Each and
every obligation of the Purchaser to be performed on the Closing Date shall
be subject to the satisfaction prior thereto of the following conditions:

5.1 Truth of Representations and Warranties. The
representations and warranties made by the Private Company in this Agreement
or given on its behalf hereunder shall be substantially accurate in all
material respects on and as of the Closing Date with the same effect as
though such representations and warranties had been made or given on and as
of the Closing Date.

5.2 Performance of Obligations and Covenants. The Private
Company shall have performed and complied with all obligations and covenants
required by this Agreement to be performed or complied with by it prior to or
at the Closing.

5.3 Officer's Certificate. The Purchaser shall have been
furnished with a certificate (dated as of the Closing Date and in form and
substance reasonably satisfactory to the Purchaser), executed by an executive
officer of the Private Company, certifying to the fulfillment of the
conditions specified in subsections 5.1 and 5.2 hereof.

5.4 No Litigation or Proceedings. There shall be no
litigation or any proceeding by or before any governmental agency or
instrumentality pending or threatened against any party hereto that seeks to
restrain or enjoin or otherwise questions the legality or validity of the
transactions contemplated by this Agreement or which seeks substantial
damages in respect thereof.

5.5 No Material Adverse Change. As of the Closing Date
there shall not have occurred any material adverse change, financially or
otherwise, which materially impairs the ability

of the Private Company to conduct its business or the earning power thereof
on the same basis as in the past.

5.6 Shareholders' Approval. The holders of not less than a
majority of the outstanding common stock of the Purchaser shall have voted
for authorization and approval of this Agreement and the transactions
contemplated hereby.

5.7 Shareholders' Execution of Subscription Agreement. Each
of the Shareholders shall have duly executed and delivered a Subscription
Agreement in the form as set forth in Schedule "B" as of the Closing Date.

6. Conditions Precedent to Obligations of the Private Company. Each
and every obligation of the Private Company to be performed on the Closing
Date shall be subject to the satisfaction prior thereto of the following
conditions:

6.1 Truth of Representations and Warranties. The
representations and warranties made by the Purchaser in this Agreement or
given on its behalf hereunder shall be substantially accurate in all material
respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of the
Closing Date.

6.2 Performance of Obligations and Covenants. The Purchaser
shall have performed and complied with all obligations and covenants required
by this Agreement to be performed or complied with by it prior to or at the
Closing.

6.3 Officer's Certificate. The Private Company shall have
been furnished with a certificate (dated as of the Closing Date and in form
and substance reasonably satisfactory to the Private Company), executed by an
executive officer of the Purchaser, certifying to the fulfillment of the
conditions specified in subsections 6.1 and 6.2 hereof.

6.4 No Litigation or Proceedings. There shall be no
litigation or any proceeding by or before any governmental agency or
instrumentality pending or threatened against any party hereto that seeks to
restrain or enjoin or otherwise questions the legality or validity of the
transactions contemplated by this Agreement or which seeks substantial
damages in respect thereof.

6.5 No Material Adverse Change. As of the Closing Date
there shall not have occurred any material adverse change, financially or
otherwise, which materially impairs the ability of the Purchaser to conduct
its business.

6.6 No Liabilities. As of the Closing Date the Purchaser
shall not have aggregate liabilities in excess of $1,000.

7. Change of Management. Upon and as a condition of Closing this
Agreement:

7.1 Prior to Closing the Purchaser will present to its
shareholders for approval the election of Xxxxxxxxx X. Xxxxx, Xxxxxx Xxxxx,
and Xxxxxx X. Xxxxxxxxxx as the sole directors of the Purchaser effective
immediately following the Closing of this Agreement. Prior to Closing the
Private Company will furnish material information of Xxxxxxxxx X. Xxxxx,
Xxxxxx Xxxxx, and Xxxxxx X. Xxxxxxxxxx as nominees to be elected by the
shareholders of the Purchaser. Purchaser reserves the right to refuse to
cause the nomination of any or all such persons as directors of Purchaser if,
after review of the foregoing information concerning said persons, it is the
opinion of Purchaser that the election of such persons would not be in the
best interests of Purchaser.

7.2 The Private Company reserves the right to terminate
this Agreement if nominees selected by it are not elected or appointed as set
forth above.

8. Closing.

8.1 Time and Place. The Closing of this transaction
("Closing") shall take place at 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx,
Xxxx, at 10:00 am, on April 5, 1999, or at such other time and place as the
parties hereto shall agree upon. Such date is referred to in this Agreement
as the "Closing Date."

8.2 Documents To Be Delivered by the Private Company. At
the Closing the Private Company shall deliver to the Purchaser the following
documents:

a. Executed copies of Schedule "B" executed by all
of the shareholders of the Private Company and the certificates for the
number of shares of common stock of the Private Company in the manner and
form required by subsection 1.1 hereof.

b. A stock certificate in the name of the
Purchaser representing all of the outstanding shares of stock of the Private
Company.

c. The certificate required pursuant to subsection
5.3 hereof.

d. Evidence of conversion of the outstanding loans
as required by subsection 4.15.

e. A certificate of good standing from the State
of California dated not more than twenty days prior to Closing.

f. A signed consent and/or minutes of the Private
Company's directors and shareholders approving this Agreement and each matter
to be approved under this Agreement.

g. Such other documents of transfer, certificates
of authority, and other documents as the Purchaser may reasonably request.

8.3 Documents To Be Delivered by the Purchaser. At
the Closing the Purchaser shall deliver to the Private Company the following
documents:

a. Certificates for the number of shares of common
stock of the Purchaser as determined in subsection 1.2 hereof.

b. The certificate required pursuant to subsection
6.3 hereof.

c. The net proceeds of the limited offering set
forth in subsection 4.14 hereof.

d. A certificate of good standing from the State
of Delaware dated not more than twenty days prior to Closing.

e. A signed consent and/or minutes of the
Purchasers's directors and shareholders approving this Agreement and each
matter to be approved under this Agreement.

f. Such other documents of transfer, certificates
of authority, and other documents as the Private Company may reasonably
request.

9. Termination. This Agreement may be terminated by the Purchaser or
the Private Company by notice to the other if, (i) at any time prior to the
Closing Date any event shall have occurred or any state of facts shall exist
that renders any of the conditions to its or their obligations to consummate
the transactions contemplated by this Agreement incapable of fulfillment, or
(ii) on April 15, 1999, if the Closing shall not have occurred. Following
termination of this Agreement no party shall have liability to another party
relating to such termination, other than any liability resulting from the
breach of this Agreement by a party prior to the date of termination.

10. Miscellaneous.

10.1 Notices. All communications provided for herein shall
be in writing and shall be deemed to be given or made when served personally
or when deposited in the United States mail, certified return receipt
requested, addressed as follows, or at such other address as shall be
designated by any party hereto in written notice to the other party hereto
delivered pursuant to this subsection:

Purchaser: 00 Xxxx 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxx

With Copy to: Xxxxxx X. Xxxxx
Attorney at Law
00 Xxxx 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000

Private Company
and Shareholders: 0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxxxx X. Xxxxx

With Copy to:

10.2 Default. Should any party to this Agreement default in
any of the covenants, conditions, or promises contained herein, the
defaulting party shall pay all costs and expenses, including a reasonable
attorney's fee, which may arise or accrue from enforcing this Agreement, or
in pursuing any remedy provided hereunder or by the statutes of the State of
Utah.

10.3 Assignment. This Agreement may not be assigned in
whole or in part by the parties hereto without the prior written consent of
the other party or parties, which consent shall not be unreasonably withheld.

10.4 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, their
heirs, executors, administrators, successors and assigns.

10.5 Partial Invalidity. If any term, covenant, condition,
or provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder
of this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant,
condition, or provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law.

10.6 Entire Agreement. This Agreement constitutes the
entire understanding between the parties hereto with respect to the subject
matter hereof and supersedes all negotiations, representations, prior
discussions, letters of intent, and preliminary agreements between the
parties hereto relating to the subject matter of this Agreement.

10.7 Interpretation of Agreement. This Agreement shall be
interpreted and construed as if equally drafted by all parties hereto.

10.8 Survival of Covenants, Etc. All covenants,
representations, and warranties made herein to any party, or in any statement
or document delivered to any party hereto, shall

survive the making of this Agreement and shall remain in full force and
effect until the obligations of such party hereunder have been fully
satisfied.

10.9 Further Action. The parties hereto agree to execute
and deliver such additional documents and to take such other and further
action as may be required to carry out fully the transactions contemplated
herein.

10.10 Amendment. This Agreement or any provision hereof may
not be changed, waived, terminated, or discharged except by means of a
written supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.

10.11 Full Knowledge. By their signatures, the parties
acknowledge that they have carefully read and fully understand the terms and
conditions of this Agreement, that each party has had the benefit of counsel,
or has been advised to obtain counsel, and that each party has freely agreed
to be bound by the terms and conditions of this Agreement.

10.12 Headings. The descriptive headings of the various
sections or parts of this Agreement are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof.

10.13 Counterparts. This Agreement may be executed in two
or more partially or fully executed counterparts, each of which shall be
deemed an original and shall bind the signatory, but all of which together
shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto executed the foregoing
Agreement and Plan of Reorganization as of the day and year first above
written.

PURCHASER: Neurochemical Research International Corp.

By /s/ Xxxxxx X. Xxxx, President

PRIVATE COMPANY: AllStar Arena Entertainment, Inc.

By /s/ Xxxxxxxxx X. Xxxxx, President

SCHEDULE "A"
TO THE
AGREEMENT AND PLAN OF REORGANIZATION

NO. OF SHARES OF NO. OF SHARES OF
NAME OF THE PRIVATE COMPANY THE PURCHASER
SHAREHOLDER TO BE TRANSFERRED TO BE ISSUED

Xxxxxxxxx X. Xxxxx 1,050,000 1,050,000
Xxxxxx Xxxxx 710,750 710,750
Xxxx Xxxxxxxxx 57,750 57,750
Xxxxx XxXxxxxx 38,500 38,500
Xxxxx Xxxx 38,500 38,500
Xxxxx Xxxxxxx 38,500 38,500
Xxxx Xxxxx 38,500 38,500
Xxxxxx Xxxxxx 385,000 385,000
Xxxxxxx Xxxxx 192,500 192,500
Xxxxxxx Xxxxxxx 325,000 325,000
Xxx Xxxxxxxx 300,000 300,000
Xxxxxx Xxxxxxxxxx 290,000 290,000
Xxxxxx Xxxxxx 10,000 10,000
Xxxx Xxxxxxxxxx 25,000 25,000
Xxxxxxxxx Xxxxxx 300,000 300,000
Xxxxxxxx X. Xxxxxx 25,000 25,000
Xxxxx Xxxxxxx 25,000 25,000
--------- ---------
TOTAL 3,850,000 3,850,000
========= =========

AMENDMENT NO. 1

TO THE

AGREEMENT AND PLAN OF REORGANIZATION

This Amendment, entered into this 2nd day of April 1999, is to the
Agreement and Plan of Reorganization (the "Reorganization Agreement") dated
the 30th day of March 1999, by, between, and among Neurochemical Research
International, Corp., a Delaware corporation (hereinafter the "Purchaser"),
AllStar Arena Entertainment, a California corporation (hereinafter the
"Private Company"), and the shareholders of the Private Company listed on
Schedule "A" thereto and who executed Subscription Agreements in the form
attached in Schedule "B" thereto (the "Shareholders"). Pursuant to subsection
10.10 of the Reorganization Agreement, the parties hereby amend the following
provisions to read as follows:

4.2 Access to Information.

a. The Purchaser and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts, and documents of the Private Company,
and the Private Company shall furnish or cause to be furnished to the
Purchaser and its authorized representatives all information with respect to
its affairs and business as the Purchaser may reasonably request. Unless
required by law, the Purchaser shall hold, and shall cause its
representatives to hold confidential, all such information and documents,
other than information that (i) is in the public domain at the time of its
disclosure to the Purchaser; (ii) becomes part of the public domain after
disclosure through no fault of the Purchaser; (iii) is known to the Purchaser
or any of its officers or directors prior to disclosure; or (iv) is disclosed
in accordance with the written consent of the Private Company. In the event
this Agreement is terminated prior to Closing, the Purchaser shall, upon the
written request of the Private Company, promptly return all copies of all
documentation and information provided by the Private Company hereunder.

Company shall hold, and shall cause its representatives to hold confidential,
all such information and documents, other than information that (i) is in the
public domain at the time of its disclosure to the Private Company; (ii)
becomes part of the public domain after disclosure through no fault of the
Private Company; (iii) is known to the Private Company or any of its officers
or directors prior to disclosure; or (iv) is disclosed in accordance with the
written consent of the Purchaser. In the event this Agreement is terminated
prior to Closing, the Private Company shall, upon the written request of the
Purchaser, promptly return all copies of all documentation and information
provided by the Purchaser hereunder.

4.6 Indemnification. The Private Company shall indemnify
Purchaser for any loss, cost, expense, or other damage (including, without
limitation, attorneys' fees and expenses) suffered by Purchaser resulting
from, arising out of, or incurred with respect to the falsity or the breach
of any representation, warranty, or covenant made by the Private Company
herein, and any claims arising from the operations of the Private Company
prior to the Closing Date and not reflected in the financial statements of
the Private Company furnished pursuant hereto. Purchaser shall indemnify and
hold the Private Company harmless from and against any loss, cost, expense,
or other damage (including, without limitation, attorneys' fees and expenses)
resulting from, arising out of, or incurred with respect to, or alleged to
result from, arise out of or have been incurred with respect to, the falsity
or the breach of any representation, covenant, warranty, or agreement made by
Purchaser herein, and any claims arising from the operations of Purchaser
prior to the Closing Date and not reflected in the financial statements of
the Purchaser furnished pursuant hereto. The indemnity agreement contained
herein shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any party and shall survive the
consummation of the transactions contemplated by this Agreement.

10.3 Assignment. This Agreement may not be assigned in
whole or in part by the parties hereto without the prior written consent of
the other party or parties.

SCHEDULE "A"
TO THE
AGREEMENT AND PLAN OF REORGANIZATION

NO. OF SHARES OF NO. OF SHARES OF
NAME OF THE PRIVATE COMPANY THE PURCHASER
SHAREHOLDER TO BE TRANSFERRED TO BE ISSUED

Xxxxxxxxx X. Xxxxx 272,726 1,050,000
Xxxxxx Xxxxx 184,610 710,750
Xxxx Xxxxxxxxx 15,000 57,750

Xxxxx XxXxxxxx 10,000 38,500
Xxxxx Xxxx 10,000 38,500
Xxxxx Xxxxxxx 10,000 38,500
Xxxx Xxxxx 10,000 38,500
Xxxxxx Xxxxxx 100,000 385,000
Xxxxxxx Xxxxx 50,000 192,500
Xxxxxxx Xxxxxxx 84,416 325,000
Xxx Xxxxxxxx 77,922 300,000
Xxxxxx Xxxxxxxxxx 75,325 290,000
Xxxxxx Xxxxxx 2,597 10,000
Xxxx Xxxxxxxxxx 6,494 25,000
Xxxxxxxxx Xxxxxx 77,922 300,000
Xxxxxxxx X. Xxxxxx 6,494 25,000
Xxxxx Xxxxxxx 6,494 25,000
--------- ---------
TOTAL 1,000,000 3,850,000
========= =========

IN WITNESS WHEREOF, the undersigned have executed this Amendment the
day and year first above written.

PURCHASER: Neurochemical Research International, Corp.

By /s/ Xxxxxx X. Xxxx, President

PRIVATE COMPANY: AllStar Arena Entertainment

By /s/ Xxxxxxxxx X. Xxxxx, President

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