PLAN OF REORGANIZATION AND ACQUISITION

BY WHICH

SALTYS WAREHOUSE, INC.

(A FLORIDA CORPORATION)

SHALL BE ACQUIRED FROM

NUCOTEC, INC.

(A NEVADA CORPORATION)

This PLAN OF REORGANIZATION AND ACQUISITION (Agreement) is made and dated this 19^th day of March 2004 by and between the Parties, as described below, and shall become effective on the Closing Date as defined herein.

I.              THE INTERESTED PARTIES

A.                                   THE PARTIES TO THIS AGREEMENT

1.               Nucotec, Inc., a Nevada corporation (Nucotec).

2.               Saltys Warehouse, Inc., a Florida corporation (Saltys).

3.               Steven W. Hudson and Earl T. Shannon (the Saltys Shareholders).

4.               Nucotec, Saltys and the Saltys Shareholders may be referred to collectively herein as the Parties.  Nucotec and Saltys may be referred to collectively herein as the Corporations.

II.            RECITALS

A.                                   THE CAPITAL OF NUCOTEC AND SALTYS

1.               The capital of Nucotec consists of 10,000,000 shares of common stock, $ .001 par value, authorized, of which 6,076,000 are issued and outstanding as of the date of this Agreement.

2.               The capital of Saltys consists of 100 shares of common stock, no par value, authorized, of which 100 shares are issued and outstanding (the Saltys Shares), and which are owned as follows:

(a)          Steven W. Hudson owns 10 shares of Saltys common stock;

(b)         Earl T. Shannon owns 10 shares of Saltys common stock; and

(c)          Nucotec owns 80 shares of Saltys common stock.

1

B.                                     THE BACKGROUND FOR THE ACQUISITION

The Saltys Shareholders desire to acquire the 80 shares of common stock of Saltys owned by Nucotec and Nucotec desires to acquire 5,110,200 shares of Nucotec common stock which is currently owned by the Saltys Shareholders.  The Saltys Shareholders wish to exchange their 5,110,200 shares of Nucotec with Nucotec for 80 shares of Saltys.

III.           CONDITIONS PRECEDENT TO REORGANIZATION

A.                                   DIRECTOR APPROVAL

If required, the Board of Directors of each of the Corporations respectively shall have determined that it is advisable and in the best interests of each of them and both of them to proceed with the exchange by Nucotec of Saltys common stock for Nucotec common stock, in accordance with IRS Section 354(a) and 368(a).

B.                                     SHAREHOLDER APPROVAL

If required, the shareholders of the Corporations shall have approved the acquisition and this Agreement in a manner consistent with the laws of its respective jurisdiction and its respective constituent documents.

C.                                     EFFECTIVE DATE

This Plan of Reorganization and Acquisition shall become effective on a date designated hereinafter as the Closing Date, provided that the following conditions precedent shall have been met, or waived in writing by the Parties:

1.             Each Party shall have furnished to the other Party all corporate and financial information which is customary and reasonable, to conduct its respective due diligence, normal for this kind of transaction.  If any Party determines that there is a reason not to complete this Plan of Reorganization and Acquisition as a result of their due diligence examination, then they must give written notice to the other Parties prior to the expiration of the due diligence examination period.  The Due Diligence period, for purposes of this paragraph, shall expire on a date determined by the Parties, which shall be no later than five days after the Closing Date.

2.             The Board of Directors of each Corporation shall have determined to proceed with this Plan of Reorganization and Acquisition.

3.             All of the terms, covenants and conditions of this Plan of Reorganization and Acquisition to be complied with or performed by each Party for Closing shall have been complied with, performed or waived in writing.

4.             The representations and warranties of the Parties, contained in this Plan of Reorganization and Acquisition, as herein contemplated, except as amended, altered or waived by the Parties in writing, shall be true and correct in all material respects at the Closing Date with

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