AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 10th day of December, 2003, by and between GloTech Industries, Inc., a Nevada corporation ("GloTech") and Intra-Asia Entertainment Corporation, a Delaware corporation ("Intra-Asia") and those certain shareholders of Intra-Asia ("Shareholders") identified on Exhibit A, with reference to the following:

A.

GloTech is a Nevada corporation organized on August 3, 1998. GloTech has authorized capital stock of 50,000,000 common shares and 10.000.000 preferred shares, $.001 par value, of which 27,398,571 common shares are issued and outstanding and no preferred shares are issued and outstanding;

B.

Intra-Asia is a privately held corporation organized under the laws of the State of Delaware on June 1, 1991 and Intra-Asia has authorized capital stock of 3,000.000 common shares $.00 I par value, of which 2.800,000 shares are issued and outstanding and no preferred shares are authorized. issued and/or outstanding;

C.

The respective Boards of Directors of GloTech and Intra-Asia have deemed it advisable and in the best interests of GloTech and Intra-Asia that Intra-Asia be acquired by GloTech, pursuant to the terms and conditions set forth in this Agreement;

D.

GloTech and Intra-Asia propose to enter into this Agreement which provides among other things that not less than 91 % of the outstanding shares of Intra-Asia be acquired by GloTech, in exchange for up to 56,000.000 shares of GloTech and such additional items as more fully described in the Agreement; and

E.

The parties desire the transaction to qualify as a tax-free reorganization under Section 368 (a)( I )(B) of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration. receipt and sufficiency of which are hereby acknowledged. the parties hereto agree as follows:

ARTICLE I.

THE ACQUISITION

1.01

At the Closing. not less than 2.550.189 common shares. which represents not less than 91 % of the outstanding shares of Intra-Asia shall be acquired by GloTech in exchange for up to 56,000.000 restricted common shares of GloTech (the "Shares") on the basis of 20 shares of GloTech to be issued for each share of Intra-Asia tendered as provided herein. The Shares of Intra-Asia to be exchanged and the Shares of GloTech to be issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference. It is the intent of all parties that all shareholders of Intra-Asia, as listed on Schedule HH, shall have the right to tender their shares and receive shares of GloTech in the manner provided herein upon the basis and ration of 20 shares of GloTech to be issued for each share of Intra-Asia tendered and upon such agreement by each such shareholder of Intra-Asia to the representations set forth in Exhibit B and upon such other terms and conditions as deemed necessary by counsel for Intra-Asia.

1.02

At the Closing, the Intra-Asia shareholders listed in Exhibit A will deliver certificates for the shares of lntra-Asia listed in Exhibit A, duly endorsed so as to make GloTech the sole holder thereof, free and clear of all claims and encumbrances and GloTech shall deliver a transmittal letter directed to the transfer agent of GloTech directing the issuance of the Shares to the shareholders of Intra-Asia as set forth on Exhibit A of this Agreement.

1.03

Following the reorganization there will be a total of up to 61.1 00,000 common shares, $.001 par value, issued and outstanding in GloTech and no preferred shares will be issued and outstanding, assuming only complete tender of 100% of the outstanding shares in Intra-Asia.

1.04

Following the reorganization, Intra-Asia will be a majority-owned subsidiary of GloTech.

ARTICLE II.

THE CLOSING

2.01

The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at Suite 400, The Marmaduke Building, 520 South Fourth Avenue. Louisville. KY 40202 on or before December 17, 2003, (the "Closing Date") or at such other place or date and time as may be agreed to by the parties hereto.

2.02

The following conditions are a part of this Agreement and must be completed on the Closing Date, or such other date specified by the parties:

(a)

Those directors listed on Schedule II will be appointed to, and shall be the sole members of, the Board of Directors of GloTech. Those directors listed on Schedule I shall resign as directors of GloTech.

(b)

Those officers listed on Schedule I will resign as officers of GloTech and those officers listed on Schedule 2 shall be appointed as officers as specified thereon.

(c)

GloTech will obtain the necessary approval and amend its Articles of Incorporation to change the name of the Company to "Intra-Asia Entertainment Corporation" or such similar name as is available in the State of Nevada.

(d)

As of the Closing Date, GloTech will cause to be effective reverse split of its then issued and outstanding common stock at a ratio of 5.37 previously extant shares for each issued and outstanding share such that the total issued and outstanding stock following the reverse split and acquisition of stock from all Intra-Asia holders shall total no more than 61,100,000 shares.

(e)

GloTech shall cause to be increased the number of authorized shares to 150,000,000 shares of its common stock, as of the Closing Date.

(f)

Intra-Asia agrees to pay up to $10,000.00 in expenses but all other legal fees and expenses related to the preparation of this Agreement and related documents and filings shall be borne by GloTech for which payment shall be arranged and completed prior to the Closing Date.

(g)

Intra-Asia agrees to submit the appropriate application and fees to have the Company listed in Standard & Poors following the Closing of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF GLOTECH

3.01

GloTech hereby represents and warrants to Intra-Asia as follows:

(a)

GloTech shall deliver to Intra-Asia. on or before Closing, each of the following:

(1)

Financial Statements. Audited financial statements of GloTech including, but not limited to, balance sheets and profit and loss statements from the fiscal years ended December 2001 and 2002, prepared in accordance with generally accepted accounting principles and which fairly present the financial condition of GloTech at the dates thereof. (Schedule A)

(2)

Property. An accurate list and description of all property. real or personal, owned by GloTech of a value equal to or greater than $1,000.00. (Schedule B)

(3)

Liens and Liabilities. A complete and accurate list of all material liens, encumbrances, easements, security interests or similar interests in or on any of the assets listed on Schedule B (Schedule C.) together with a complete and accurate list of all debts. liabilities and obligations of GloTech incurred or owing as of the date of this Agreement. (Schedule C.1.)

(4)

Leases and Contracts. A complete and accurate list describing all material leases (whether of real or personal property) and each contract, promissory note, mortgage. license. franchise, or other written agreement to which GloTech is a party which involves or can reasonably be expected to involve aggregate future payments or receipts by GloTech (whether by the terms of such lease, contract, promissory note, license, franchise or other written agreement or as a result of a guarantee of the payment of or indemnity against the failure to pay same) of $1,000.00 or more annually during the twelve-month period ended December 31. 2002, or any consecutive twelve-month period thereafter, except any of said instruments which terminate or are cancelable without penalty during such twelve-month period. (Schedule D.)

(5)

Loan Agreements. Complete and accurate copies of all loan agreements and other documents with respect to obligations of GloTech for the repayment of borrowed money. (Schedule E.)

(6)

Consents Required. A complete list of all agreements wherein consent to the transaction herein contemplated is required to avoid a default thereunder; or where notice of such transaction is required at or subsequent to closing. or where consent to an acquisition, Consolidation, or sale of all or substantially all of the assets is required to avoid a default thereunder. (Schedule F.)

(7)

Articles and Bvlaws. Complete and accurate copies of the Articles of Incorporation and Bylaws of GloTech together with all amendments thereto to the date hereof. (Schedule G.)

(8)

Shareholders. A complete list of all persons or entities holding capital stock of GloTech (as certified by GloTech's transfer agent) or any rights to subscribe for, acquire, or receive shares of the capital stock of GloTech (whether warrants, calls, options, or conversion rights), including copies of all stock option plans whether qualified or nonqualified, and other similar agreements. (Schedule H.)

(9)

Officers and Directors. A complete and current list of all Officers and Directors of GloTech, each of whom shall resign effective as of the Closing Date. (Schedule 1.)

(10)

Salary Schedule. A complete and accurate list (in all material respects) of the names and the current salary rate for each present employee of GloTech who received $1,000.00 or more in aggregate compensation from GloTech whether in salary, bonus or otherwise, during the year 2002, or who is presently scheduled to receive from GloTech a salary in excess of $1,000.00 during the year ending December 31, 2003, including in each case the amount of compensation received or scheduled to be received, and a schedule of the hourly rates of all other employees listed according to departments. All such employees are "at will" employees of GloTech. (Schedule J.)

(11)

Litigation. A complete and accurate list (in all material respects) of all material civil, criminal, administrative, arbitration or other such proceedings or investigations (including without limitations unfair labor practice matters, labor organization activities, environmental matters and civil rights violations) pending or, to the knowledge of GloTech threatened. which may materially and adversely affect GloTech. (Schedule K.)

(12)

Tax Returns. Accurate copies of all Federal and State tax returns for GloTech for the last fiscal year. (Schedule L.)

(13)

Agency Reports. Copies of all material reports or filings (and a list of the categories of reports or filings made on a regular basis) made by GloTech under ERISA, EEOC, FDA and all other governmental agencies (federal, state or local) during the last fiscal year. (Schedule M.)

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