<SEQUENCE>7

<FILENAME>lifelinereorg092104.txt

<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATIOIN

<TEXT>





                      AGREEMENT AND PLAN OF REORGANIZATION



                                      AMONG





               YAAK RIVER RESOURCES, INC. (A Colorado Corporation)



                                       AND



          LIFELINE NUTRACEUTICALS CORPORATION (A Colorado Corporation)



                            AS OF September 21, 2004



<PAGE>







     This Agreement and Plan of Reorganization (the "Agreement") is made as of

the 21st day of September, 2004, among YAAK River Resources, Inc., a Colorado

corporation (the "Acquiring Company") and Lifeline Nutraceuticals Corporation, a

Colorado corporation ("Target"). The Acquiring Company and Target may

collectively be referred to herein as the "Parties" or individually as a

"Party."





                                    RECITALS

                                    --------



     The Boards of Directors of the Acquiring Company and Target each have

determined that it is in the best interests of their respective stockholders for

the Acquiring Company to acquire Target by offering to exchange the Acquiring

Company's Series A Common Stock (the "Series A Stock") for a sufficient number

of the outstanding shares of the Target's common stock to qualify for a plan of

reorganization within the meaning of Section 368 of the Internal Revenue Code of

1986, upon the terms and conditions set forth herein.



     The parties intend, by executing this Agreement, to adopt a plan of

reorganization within the meaning of Section 368 of the Code.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, and certain other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the parties hereto covenant and

agree as follows:



                                    ARTICLE 1

                                 The Transaction

                                 ---------------



     1.1 Acquisition and Consideration. At the Effective Date (as defined in

Section 1.3), the Acquiring Company shall acquire from the holders of the Target

Common Stock shares of the Target Common Stock in exchange for shares of Series

A Stock in a manner that constitutes a tax-free reorganization under the Code

(the "Transaction") following the satisfaction or waiver, if permissible, of the

conditions set forth in Articles 6 and 7.



     (a) There currently are 67,308,857 shares of Series A Stock outstanding.

Immediately prior to the completion of the Transaction, the Acquiring Company

will complete a 68:1 reverse stock split, resulting in approximately 989,836

shares of Series A Stock outstanding after the completion of the reverse stock

split.



     (b) Subject to, and following the completion of the reverse stock split

contemplated in Paragraph 1.1(a), the Acquiring Company will offer to issue

shares of its Series A Stock to stockholders of the Target at an exchange ratio

of .8034 shares of Acquiring Company for each share of the Target Common Stock

owned by such stockholder (the "Per Share Consideration"), subject to adjustment

as set forth in Section 3.7(a)(i), below.



Agreement and Plan of Reorganization                                     Page 1



<PAGE>





     (c) Following the completion of this Transaction, the Acquiring Company

will issue notes ("Acquiring Company Notes") to all of the holders of notes that

previously had been issued by the Target ("Target Notes") and are in existence

on the date of the Closing, as hereinafter defined.



     (d) As identified on Schedule 3.7C, certain outstanding Target Notes grant

warrants to the noteholders ("Target Note Warrants"). Pursuant to the terms of

the Target Note Warrants, the exercise price of the underlying warrant is

dependent upon the offering price of a private investment in a public entity

transaction ("PIPE"). Following the occurrence of the PIPE by the Acquiring

Company and at the option of the noteholder, any Target Note Warrant may convert

to an investment in the PIPE. The conversion rate is to be the same rate of the

PIPE offering made by the Acquiring Company to accredited investors. Thus, upon

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