<SEQUENCE>3

<FILENAME>planbagmt.txt

<DESCRIPTION>AGREEMENT AND PLAN OF EXCHANGE

<TEXT>

                 AGREEMENT AND PLAN OF EXCHANGE







     AGREEMENT  AND PLAN OF EXCHANGE ("Agreement"), dated  as  of



the _____ day of _______, 2002, by and between PLAN B PRODUCTIONS



OF  UTAH, INC., hereafter "PLAN B", a Utah corporation, and BACH-



HAUSER, INC., hereafter "BH", a Nevada corporation.



                       Plan of Exchange



     The Plan of Exchange will consist of the acquisition of  all



of  the  issued and outstanding shares of PLAN B by  BH  and  the



issuance  by  BH  to  the shareholders of  PLAN  B  a   total  of



2,400,000    restricted  common  shares  of   BH's   stock   with



registration rights, having a par value of US$.001  each,  to  be



issued  upon  and  subject to the terms  and  conditions  of  the



Agreement hereinafter set forth.



       NOW,  THEREFORE, in consideration of the promises and  the



mutual and dependent promises hereinafter contained, and good and



valuable consideration, the receipt and sufficiency of which  are



hereby  acknowledged,  the  parties  hereto  represent,  warrant,



covenant, and agree as  follows:



                           ARTICLE I



     1.1   Agreement to Consummate Transactions.  Subject to  the



terms  and  conditions of this Agreement, BACH-HAUSER,  INC.  and



PLAN B PRODUCTIONS OF UTAH, INC.  agree to consummate or cause to



be  consummated,  the transactions contemplated by  Sections  1.2



through  8.2 of this Agreement ("Transactions"), and  agree  that



the  consummation of each of the Transactions is conditional upon



the consummation of each of the other Transactions.



     1.2   Shareholders  Approval.  PLAN B PRODUCTIONS  OF  UTAH,



INC.  has  submitted to its shareholders, or will submit  to  its



shareholders for approval, the substance of this Agreement  at  a



special  meeting of its shareholders to be held on or  before  90



days hereafter.



     1.3   Closing.   A meeting of the parties to this  Agreement



("Closing") will take place at which time certificates, opinions,



letters  and other documents required by this Agreement  will  be



delivered  or  exchanged.  The Closing will  take  place  at  the



Office  of  BACH-HAUSER, INC. as soon as   practicable after  the



parties  have obtained the required shareholder approval,  or  at



such other time and place as agreed by the parties, but not later



than  90  days  hereafter, and this Agreement shall  be  declared



effective as of such Closing.



     1.4   Consummation of Transactions.  If at  the  Closing  no



condition  exists  which  would permit  any  of  the  parties  to



terminate  this  Agreement, or a condition then  exists  and  the



party entitled to terminate because of that condition elects  not



to do so, then and thereupon BH will file the necessary documents



required  by the State of Nevada, and upon such filing  with  the



State, to reflect the acquisition of PLAN B.



     1.5   Acquisition of Shares.  Upon, and subject to the terms



and  conditions  herein stated, BACH-HAUSER, INC.  shall  acquire



from  PLAN  B's  shareholders  and PLAN  B's  shareholders  shall



transfer,    assign and convey to BACH-HAUSER, INC. 100%  of  the



issued and outstanding shares of common stock of PLAN B.



     1.6   Consideration,  Issuance and Delivery  of  Stock.   In



consideration  of,  and in exchange for the  foregoing  transfer,



assignment and conveyance, and subject to compliance  by  PLAN  B



PRODUCTIONS  OF  UTAH, INC. with its warranties and  undertakings



contained herein.  BACH-HAUSER, INC. SHALL:



          A.    At  Closing, issue and deliver  to  the

          shareholders of the common stock of  PLAN  B,

          Two    Million    Four    Hundred    Thousand

          (2,400,000) restricted common shares of BACH-

          HAUSER, INC. stock.  The stock will be issued

          on  a  restricted and investment basis, which

          upon  such  issuance and delivery,  shall  be

          fully  paid and non-assessable:    The  stock

          will  also have registration rights attached,

          the  recipients shall be entitled to  include

          the shares in a registration of the Company's

          common  stock  under the Act (including,  but

          not   limited  to,  registration   statements

          relating  to  secondary  offerings   of   the

          Company's     securities,    but    excluding

          registration  statements  relating   to   any

          employee    benefit   plan    or    corporate

          reorganization), unless, in the event  of  an

          underwritten   offering,   the    underwriter

          advises  that  the  Shares  should   not   be

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