REORGANIZATION AGREEMENT



	This Reorganization Agreement is made and entered into this

31st day of December, 2001, between and among Alpha Generation, Inc.,

a Texas corporation, which is refereed to hereing as the "Company",

Trinidad corporation, a Colorado corporation, which is referred to

herein as Trinidad, and the persons identified in Exhibit A attached

hereto, who are the beneficial owners of 100% of the issued and

outstanding equity securites of "Trinidad (the "Shareholders").



	WHEREAS, the Shareholders own, and have the unrestricted

right to sell, Transfer and convey, one hundred (100%) of the issued

and outstanding Stock of Trinidad, and



	WHEREAS, the company wishes to acquare one hundred percent (100%)

of the issued and outstanding stock of Trinidad in exchange for authorized

but unissued shares of Common Stock of the Company, and



	WHEREAS, the Shareholders of the Company have previously

approved, subject only to the closing of the Reorganization Agreement,

a one for one issuance of Company Shares whih has positioned the

Company to complete the transactions contemplated by this Agreement, and



	WHEREAS, the Shareholders have agreed to contribute one hundred

percent of the issued and outstanding stock of Trinidad Corporation to the

Company in exchange for authorized but unissued Common Stock of the

Company, and



	WHEREAS, the Company and the shareholders wish to formalize the

above mentioned Agreement and thereafter accomplish such exchange on the

terms and conditions set forth herein.



	NOW, THEREFORE, in consideration of the premises and of the mutual

covenants hereinafter set forth, the parties hereto have agreed and by

these presents do hereby agere as follows:



1. REPRESENATIONS AND WARRANTIES BY THE SHAREHOLDERS AND TRINIDAD.

	We hereby jointly and severally make the following express

	Representations and Warranties to the Company:



	A) TRINIDAD is a corporation duly organized under the laws of the

	State of Colorado, has the corporate power to own its property and

	carry on its business in the State of Colorado.  Certified copies

	of Trinidad's Certificate of Incorporation and By-laws have

	heretofore been furnished to the Company by Trinidad and for

	the Shareholders, and all such copies are true, complete and

	correct copies of the Original Certificate of Incorporation and

	By-laws, including all amendments thereto.



	B) Trinidad has the complete authority to issue a total of

	100,000,000 Shares of No-Par common Stock, of which 6,420,473

	shares have been validly issued, are now outstanding and are held

	of record by the Shareholders identified in Exhibit A, Schedule A-1.



	C) The Shareholders will have full power and authority to exchange

	the 6,420,473 shares of Common Stock whicha re held by them upon the

	terms and conditions provided for in this Agreement, and said shares

	will have been duly and validly issued and free and clear of any lien

	or any other encumbrance on the Closing Date specified herein.



	D) The unaudited November 1, 2001, Financial Statements of Trinidad

	which have been compiled by Clyde Bailey, CPA, and are attached as

	an Exhibit hereto, constitute substantially true and correct statements

	of the financial condition of Trinidad's Assets and Liabilities as of

	such date.  Except as described in the notes to such financial statements,

	Trinidad has not:

	1)issued any additional shares of its capital stock, or any options to

	  acquire such stock, to any person

	2)paid or declared any dividens or distribution of capital, surplus, or

	  profits with respect to any of it issued and outstanding capital stock,

	3)paid or agreed to pay any consideration is redemption of any of its

	  issued and outstanding shares of capital stock,

	4)entered into any other transaction or agreements which would, or

	  might materially impair the shareholders equity of  Trinidad reflected

	  in such financial statements.



	E) Since November 1, 2001, Trinidad has not engaged in any material

	transactions other than transactions in the normal course of its business

	which would, or might, materially impair the shareholders equity of

	Trinidad as reflected in the financial statements herein attached.



	F) Trinidad is not involved in any pending or threatened litigation

	which would or might materially affect its financial condition, and

	which has not been:

	1)provided for in the financial statements attached as an exhibit,

	2)disclosed to the Company in writing.



	G) Trinidad has good and marketable title to all the property and assets

	shown in its balance sheet free and clear of any and all liens,

	encumbrances, or restrictions, except for:

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