ACQUISITION AGREEMENT AND PLAN OF MERGER



ACQUISITION AGREEMENT AND PLAN OF MERGER (this "Agreement") made as of this 14th

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day  of  March,  2003,  by  and  among Kaire Holdings, Incorporated, an Delaware

corporation  having  its  principal place of business at 8135 Clybourn Ave., Sun

Valley,  CA  91352  ("KAHI"), KAHI Acquisition Sub, Inc., a Delaware corporation

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("KAHI  SUB"),  and EntreMetrix, a Nevada corporation having its principal place

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of  business  at  18622 MacArthur Boulevard, 2nd Floor, Irvine, California 92612

("ENTR").

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     CAPITALIZED  TERMS  USED  IN THIS AGREEMENT AND NOT OTHERWISE DEFINED SHALL

HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN SECTION 27.



     WHEREAS,  ENTR shall acquire 100% of the common stock of KAHI SUB, a wholly

owned  subsidiary  of  KAHI,  upon  the merger of KAHI SUB with and into ENTR in

exchange  for  a combination of a promissory note plus 250,000,000 of the issued

and  outstanding  shares  of  KAHI  Common  Stock.



     WHEREAS,  KAHI  is  authorized  to  issue  900,000,000 shares of its common

stock, par value $0.001 per share (the "KAHI Common Stock") of which 490,484,863

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shares  are  issued  and  outstanding (the "Outstanding KAHI Common Stock"); and

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     WHEREAS, KAHI SUB is a wholly owned subsidiary of KAHI and is authorized to

issue  200 shares of common stock, par value $.001 (referred to as the "KAHI SUB

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Shares"), all of which such KAHI SUB Shares are issued and outstanding and owned

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by  KAHI;  and



     WHEREAS,  the  respective  Boards of Directors of KAHI and KAHI SUB deem it

advisable and generally to the advantage and welfare of the Companies, and their

respective  shareholders,  that  (i) KAHI SUB be merged with and into ENTR under

the  terms  and  conditions hereinafter set forth (the "Merger") and to be a tax

free reorganization under Section 368(a)(1)(A) of the Code; and



     NOW,  THEREFORE, in consideration of the premises, covenants and conditions

hereof, the parties hereto do mutually agree as follows:



     1.     Vote  on  Merger  and Related Matters.  The Constituent Corporations

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shall  each, as soon as practicable, but prior to closing, and in no event later

than  10  days  after  the  execution  and  delivery hereof, (i) cause a special

meeting of its shareholders to be called to consider and vote upon the Merger on

the  terms  and conditions hereinafter set forth, or (ii) obtain written consent

of  such  shareholders,  as is necessary, to approve the Merger.  Subject to the

further  conditions  and  provisions  of this Agreement, a closing of the Merger

shall  be  held  (the  "Closing"),  and  a  certificate  of merger and all other

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documents  or  instruments deemed necessary or appropriate by the parties hereto

to  effect the Merger shall be executed and filed with the Secretaries of States

of  the  States  of Nevada and Delaware as promptly as possible thereafter.  The

certificate  of  merger  for  the  Merger (the "Certificate of Merger") so filed

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shall  be  substantially in the forms of Exhibits A1 and A2 annexed hereto, with

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such  changes therein as the Boards of Directors of the Constituent Corporations

shall  mutually  approve.



     2.     Representations,  Warranties  and  Covenants of ENTR.   ENTR and the

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ENTR  Shareholders,  jointly  and  severally, represent, warrant and covenant as

follows,  except  to  the  extent  set forth on the ENTR Schedule of Exceptions:



          (a)     ENTR  is,  and on the Effective Date will be, a duly organized

     and  a  validly  existing  corporation  in  good standing under the laws of

     Nevada  and  in such other jurisdictions as it is qualified to do business.

     Each  ENTR  Shareholder,  including the name of the Shareholder and address

     for  notice of the applicable Shareholder is set forth on the ENTR Schedule

     of  Exceptions  ("Outstanding ENTR Shareholder Interests"). All Outstanding

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     ENTR Shareholder Interests, on the Effective Date, will be duly authorized,

     validly  issued,  fully  paid  and  nonassessable. There are no, and on the

     Effective  Date  there will be no, issued or outstanding rights, options or

     warrants to purchase any equity interest in ENTR, including but not limited

     to  any  Shareholder  interests  of ENTR or any other issued or outstanding

     securities  of  any  nature convertible into or exercisable or exchangeable

     for  Shareholder  interests  of  ENTR,  as  applicable.





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     The Outstanding ENTR Shareholder Interests have all been issued pursuant to

     an  appropriate  exemption  from  the  registration  requirements  of  the

     Securities  Act  and  from  any applicable registration requirements of the

     various  states.



          (b)     ENTR  does  not have, and on the Effective Date will not have,

     any  subsidiaries,  nor  does it own any direct or indirect interest in any

     other  business  entity.



          (c)     ENTR  has, and on the Effective Date will have, full power and

     authority  to enter into this Agreement and, subject to any required Member

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