AGREEMENT AND PLAN OF EXCHANGE



     THIS AGREEMENT AND PLAN OF EXCHANGE (the "Agreement"), is dated as of June

20, 2000 and entered into by and between Cedar Mountain Distributors, Inc. a

Nevada corporation ("Cedar Mountain"), and Tarus International, Inc., a Kansas

corporation ("Tarus").



                                    RECITALS



     WHEREAS, Cedar Mountain and Tarus and their respective Board of Directors

deem it advisable to exchange all of the issued and outstanding common stock of

Tarus for 1,000,000 shares of common stock of Cedar Mountain as herein

contemplated, pursuant to which exchange the shareholders of Tarus shall become

shareholders of Cedar Mountain and Tarus shall become a wholly owned subsidiary

of Cedar Mountain;



     WHEREAS, the exchange provided for hereby (the "Exchange") shall be

consummated in accordance with the terms and conditions hereof and shall be

consummated as of the close of business on the date on which the duly executed

Agreement pursuant to Section 92A.200 of the Nevada General Corporation Law has

been duly filed with the Secretary of State of the State of Nevada (the

"Effective Date"); it being understood that the parties shall endeavor to cause

the Effective Date to occur on the same day as the date of the closing of this

Agreement (the "Closing Date");



     WHEREAS, Cedar Mountain and Tarus intend that the Exchange shall be

recognized as a tax-free reorganization under the provisions of the Internal

Revenue Code of 1986, as amended (the "Code");



     NOW THEREFORE, in consideration of the mutual benefits to be derived from

this Agreement and the provisions hereinafter contained, Cedar Mountain and

Tarus agree as follows:



                                    ARTICLE I

          EFFECT OF EXCHANGE ON CEDAR MOUNTAIN SHARES AND TARUS SHARES



     Section 1.1 Exchange.



     The manner and basis of exchanging the Tarus shares and the Cedar Mountain

shares in the Exchange shall be hereafter in this Article I.



     Section 1.2. Exchange of Tarus shares.



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     Each of the Tarus shares issued and outstanding on the Effective Date, and

all rights in respect thereof, shall on the Effective Date, without any action

on the part of any holder thereof, shall be exchanged for five shares of common

stock of Cedar Mountain, each of which shall be validly issued, fully paid and

nonassessable.



                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES



     Tarus represents and warrants as follows:



     Section 4.1. No Breaches of Statute or Contract; Required Consents.



     Neither the execution and delivery of this Agreement or the related

articles of exchange by Tarus, nor compliance by Tarus with the terms and

provisions thereof and of the Plan will: (i) conflict with or result in a breach

of any of the provisions of the articles of incorporation, bylaws or other

governing instruments of Tarus, or any judgment, order, decree, or ruling to

which Tarus is a party, or any injunction to which it is subject of any court of

governmental authority or of any agreement, contract or commitment to which it

is a party and which is material to the financial condition of Tarus considered

as a whole, or (ii) require the affirmative consent or approval of any

non-governmental third party (apart from stockholder approval referred to

elsewhere herein).



     Section 2.2. Authorization of Agreement.



     Tarus has the corporate power to enter into this Agreement and to perform

its obligations hereunder; the execution, delivery and, subject to requisite

stockholder approval, the performance of this Agreement by Tarus has been duly

and validly authorized by the Board of Directors of Tarus, and Tarus has taken,

or will use its best efforts to take prior to the Effective Date, all action

required by law, its Articles of Incorporation and bylaws to authorize the

execution, delivery and performance or this Agreement, the Plan, and related

articles of exchange.



     Section 2.3. Further Representations.



     (a)  Tarus is duly organized, validly existing and in good standing as a

corporation under the laws of the State of Kansas; has full corporate power to

carry on its business as its is now being conducted, and to own and operate the

properties and assets it now owns or operates; and is duly qualified to do

business and is in good standing in each jurisdiction where the conduct of its

business or the ownership of its properties require such qualification.



     (b)  Tarus has issued and outstanding of 200,000 shares of common stock,

each validly issued, fully paid and nonassessable. Tarus has no other class of

stock or



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convertible securities outstanding. There are no existing options, warrants,

calls, commitments or rights of any character to purchase or otherwise acquire

from Tarus shares of capital stock of any class, no outstanding securities of

Tarus that are convertible into shares of capital stock of Tarus of any class,

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