<SEQUENCE>3

<FILENAME>reorgagreement.txt

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                   AGREEMENT AND PLAN OF ACQUISITION



                              by and among





                   LIVESTAR Entertainment Group, Inc.

                         a Nevada corporation,



                        1485684 Ontario Limited

                        an Ontario corporation,



                                 and



                          Mr. Terrance Lall

                            an individual.











                   Effective as of July 29th, 2003





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                  AGREEMENT AND PLAN OF ACQUISITION





       THIS AGREEMENT AND PLAN OF ACQUISITION (this Agreement) is made and

entered into to be effective the 29th day of July, 2003, by and among

LIVESTAR  Entertainment Group Inc., a Nevada corporation (LIVESTAR),

1485684 Ontario Limited, an Ontario corporation doing business as The Sequel

Nightclub (Sequel), and Mr. Terrance Lall, an individual (Mr. Lall).





                             Premises





       A.  This Agreement provides for the acquisition of Sequel by

LIVESTAR, with LIVESTAR acquiring 100% of the issued and outstanding capital

shares and Shareholder?s Loans of Sequel in exchange for the consideration

set forth herein.





       B.  The board of directors of Sequel with respect to Sequel, and the

board or directors of LIVESTAR with respect to LIVESTAR, have determined,

subject to the terms and conditions set forth in this Agreement, that the

acquisition of the shares of Sequel by LIVESTAR contemplated hereby, is

desirable and in the best interests of the stockholders of Sequel and

LIVESTAR.  This Agreement is being entered into for the purpose of setting

forth the terms and conditions of the proposed acquisition.





                             Agreement





       NOW, THEREFORE, on the stated premises and for and in consideration of

the mutual covenants and agreements hereinafter set forth and the mutual

benefits to the parties to be derived herefrom, it is hereby agreed as

follows:





                             ARTICLE I

               REPRESENTATIONS, COVENANTS AND WARRANTIES





                        OF SEQUEL AND MR. LALL





       As an inducement to and to obtain the reliance of LIVESTAR, Sequel and

Mr. Lall represent and warrant as follows:





       Section 1.1  Organization.  Sequel is a corporation

duly organized, validly existing, and in good standing

under the laws of the Province of Ontario and has the

corporate power and is duly authorized, qualified,

franchised and licensed under all applicable laws,

regulations, ordinances and orders of public authorities to

own all of its properties and assets and to carry on its

business in all material respects as it is now being

conducted including the right to operate as a nightclub

offering services to the public customary to that industry.

Included in Schedule 1.1 are complete and correct copies of

the articles of incorporation, bylaws and amendments

thereto of Sequel as in effect on the date hereof. The

execution and delivery of this Agreement do not and the



                         1



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consummation of the transactions contemplated by this

Agreement in accordance with the terms hereof will not

violate any provision of Sequels articles of incorporation

or bylaws.  Sequel has full power, authority and legal

right and has taken all action required by law, its

articles of incorporation, its bylaws or otherwise to

authorize the execution and delivery of this Agreement.





       Section 1.2  Capitalization.  All issued and

outstanding shares of Sequel (the Sequel Shares) are

legally issued, fully paid and nonassessable and are not

issued in violation of the preemptive or other rights of

any person.  Sequel has no other securities, warrants or

options issued other than as set forth in the Schedule 1.2.



       Section 1.3  Subsidiaries.  Sequel does not have any

subsidiaries and does not own, beneficially or of record,

any shares of any other corporation.





       Section 1.4  Financial Information.  The books and records, financial

and otherwise, of Sequel are in all material respects complete and correct

and have been maintained in accordance with good business accounting

practices.  Relevant thereto:





       (a)  Sequel has filed or is preparing to file all provincial,

federal and local income tax returns required to be filed by it

from inception to the date hereof, if any;





        (b)  the books and records, financial and others, of Sequel

are in all material respects complete and correct and have been

maintained in accordance with good business accounting practices.



Sequel will provide to LIVESTAR on or before August 15, 2003,

Financial Statements of Sequel for the year ended December 31,

2002 and interim financial statements for the six month period

ended June 30, 2003 (the ?Interim Financial Statements?)

prepared by Paul Babber & Associates, Chartered Accountants, to

the level of Notice to Reader (collectively, the ?Financial

Statements?).

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