REORGANIZATION AGREEMENT



         Agreement  entered  into on this 24th day of  September,  2003,  by and

between  Treasury  International,  Inc.,  a  Delaware  corporation  (hereinafter

"Treasury")  and  Retailport.com,  Inc.,  a  Delaware  corporation  (hereinafter

"Retailport.com,  Inc.") and Spot Us,  Inc. a Florida  corporation  (hereinafter

"Spot Us") and Spot Us Technologies,  Inc., a Florida  corporation  (hereinafter

"Spot Us  Technologies").  Treasury,  Retailport.com,  Inc., Spot Us and Spot Us

Technologies are referred to collectively herein as the "Parties."



                              W I T N E S S E T H:



         WHEREAS,  Spot Us Technologies is a wholly owned subsidiary of Spot Us;

and



         WHEREAS, Retailport.com, Inc. is a wholly owned subsidiary of Treasury;

and



         WHEREAS,   Retailport.com,   Inc.   wishes  to  purchase  and  Spot  Us

Technologies wishes to sell all of the assets comprising the business of Spot Us

Technologies; and



         WHEREAS,   in  exchange   for  the  sale  of  the  assets  of  Spot  Us

Technologies,  Treasury  has agreed to issue  voting  shares,  to be  registered

within ninety (90) days of closing,  of Treasury to Spot Us or its  shareholders

or assigns; and



         WHEREAS,   the   transfer   of  Spot  Us   Technologies's   assets   to

Retailport.com,  Inc. in exchange for  registered  voting  shares of Treasury is

intended  to be  classified  as a  tax-free  Reorganization  under the  Internal

Revenue Code.



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

agreements  contained  herein and other  good and  valuable  consideration,  the

receipt and sufficiency of which are hereby acknowledged,  the parties hereto do

hereby agree as follows:



         1. Basic Transaction.



         (a)  Purchase  and Sale of  Assets.  On and  subject  to the  terms and

conditions of this Agreement,  Retailport.com, Inc. agrees to purchase from Spot

Us Technologies,  and Spot Us Technologies agrees to sell, transfer, convey, and

deliver to  Retailport.com,  Inc., all of the Acquired Assets at the Closing for

the  consideration  specified  below in this ss.1. Said Acquired Assets are more

fully described in the attached Exhibit "A".



         (b)  Assumption  of  Liabilities.  On  and  subject  to the  terms  and

conditions of this Agreement,  Retailport.com,  Inc. agrees to assume and become

responsible for all of the Assumed  Liabilities at the Closing.  Retailport.com,

Inc. will not assume or have any  responsibility,  however,  with respect to any

other  obligation or liability of the Spot Us  Technologies  not included within

the definition of Assumed  Liabilities.  Said Assumed Liabilities are more fully

described on the attached Exhibit "B".



         (c)  Purchase  Price.  In exchange  for the sale of assets from Spot Us

Technologies  to  Retailport.com,  Inc.,  Treasury  agrees to issue One  Million

Dollars  ($1,000,000.00) of Treasury's voting shares,  based on a price of $1.27

per share,  representing  787,402 shares, to Spot Us or its Investors or assigns

(as directed by Spot Us at Closing) (the "Shares").



         (d) The Closing.  The closing of the transactions  contemplated by this

Agreement (the "Closing") shall take place at the offices of Macfarlane Ferguson

& McMullen in Tampa,  Florida  commencing at 10:00 a.m.  local time on or before

September 26, 2003 or such other date as the Parties may mutually determine (the

"Closing Date"); provided,  however that the Closing Date shall be no later than

September 30, 2003.



         (e) Deliveries at the Closing. At the Closing, (i) Spot Us Technologies

will deliver to Retailport.com, Inc. the various certificates,  instruments, and

documents referred to in ss.6(a) below; (ii)  Retailport.com,  Inc. will deliver

to Spot Us Technologies  the various  certificates,  instruments,  and documents

referred to in ss.6(b) below; (iii) Treasury will deliver to Spot Us and/or Spot

Us shareholders the various certificates, instruments, and documents referred to

in  ss.6(b)   below;   (iv)  Spot  Us  will  deliver  to  Treasury  the  various

certificates,  instruments, and documents referred to in ss.6(a) below; (v) Spot

Us  Technologies  will execute,  acknowledge  (if  appropriate),  and deliver to

Retailport.com,  Inc. (A) a general  assignment in the form  attached  hereto as

Exhibit "C";  (B) such other  instruments  of sale,  transfer,  conveyance,  and

assignment as Retailport.com,  Inc. and its counsel reasonably may request; (iv)

Retailport.com,  Inc. will execute, acknowledge (if appropriate), and deliver to

the Spot Us  Technologies  (A) an  assumption  in the form  attached  hereto  as

Exhibit "D" and (B) such other instruments of assumption as Spot Us Technologies

and its counsel reasonably may request; and (v) Treasury will deliver to Spot Us

the Shares specified in ss.1(c) above.



         (f)  Allocation.  The Parties agree to allocate the Purchase Price (and

all other  capitalizable  costs)  among the  Acquired  Assets  for all  purposes

(including  financial  accounting  and tax  purposes)  in  accordance  with  the

allocation schedule attached hereto as Exhibit "E".



         (g) Registration of Shares. Within Ninety (90) days from the Closing of

the transaction  contemplated  by this Agreement,  Treasury shall, at Treasury's

sole expense,  file a  registration  statement  with the Securities and Exchange

Commission ("SEC")  registering,  on behalf of Spot Us and/or its assigns all of

the Shares.  Although  the Shares  will not yet be  registered  at Closing,  the

voting  privileges  of any Shares  issued to Spot Us Investors  pursuant to this

transaction will not be impaired or affected as a result of this temporary delay

in registration.



         (h)  Lockup  Agreement.  After  Treasury  has  filed  the  registration

statement with the Securities and Exchange Commission, Spot Us, or its Investors

or assigns,  shall enter into a "lock-up"  agreement or agreements whereby it or

they agree not to sell more than 5% of its or their  holdings  during any thirty

(30) day period for a period of one year,  commencing  one year from the date of

this  Agreement  or  the  date  that  the  registration  statement  is  declared

effective, whichever is earlier.



         (i) Tax-free  Reorganization.  All Parties to this Agreement understand

and  acknowledge  that the  transfer  of  assets  from Spot Us  Technologies  to

Retailport.com,  Inc. and the issuance of $1,000,000 in registered  voting stock

to  Spot  Us  by  Treasury  is  to  be  structured  to  qualify  as  a  tax-free

reorganization  under the Internal Revenue Code, and all Parties also understand

and acknowledge  that no tax deduction or set-off  relating to the  transactions

contemplated  herein  will be proper  because of the  non-taxable  nature of the

reorganization  set forth in this Agreement.  It is agreed by all parties hereto

that  Spot Us and Spot Us  Technologies  reserve  the right to  restructure  the

transaction to ensure that it qualifies as a tax-free  reorganization  under the

Internal  Revenue Code. The parties agree that the structure of the  transaction

contemplated  under this  Agreement  may be changed by Spot Us  Technologies  to

accomplish its planning goals so long as there is no material adverse  financial

effect on Treasury or Retailport.com, Inc.



         2.  Representations  and Warranties of Spot Us . Spot Us represents and

warrants to Treasury and Retailport.com,  Inc. that the statements  contained in

this ss.2 are correct and complete as of the date of this  Agreement and will be

correct and  complete as of the Closing  Date (as though made then and as though

the Closing Date were substituted for the date of this Agreement throughout this

ss.2),  except as set  forth in the  disclosure  schedule  attached  hereto  and

initialed by the Parties (the "Disclosure  Schedule").  The Disclosure  Schedule

will be  arranged in  paragraphs  corresponding  to the  lettered  and  numbered

paragraphs contained in this ss.2.



         (a)  Organization  of Spot Us Spot Us is a corporation  duly organized,

validly existing, and in good standing under the laws of the jurisdiction of its

incorporation.



         (b) Authorization of Transaction.  Spot Us has full power and authority

(including  full  corporate  power and  authority)  to execute and deliver  this

Agreement  and to  perform  its  obligations  hereunder.  Without  limiting  the

generality  of the  foregoing,  the  board of  directors  of Spot Us and Spot Us

Investors have duly authorized the execution,  delivery, and performance of this

Agreement by Spot Us. This Agreement  constitutes  the valid and legally binding

obligation of Spot Us, enforceable in accordance with its terms and conditions.



         (c)  Noncontravention.  To  the  Knowledge  of  Spot  Us,  neither  the

execution  and the  delivery  of this  Agreement,  nor the  consummation  of the

transactions  contemplated  hereby  (including the  assignments  and assumptions

referred  to in  ss.1  above),  will  (i)  violate  any  constitution,  statute,

regulation, rule, injunction,  judgment, order, decree, ruling, charge, or other

restriction of any government, governmental agency, or court to which Spot Us is

subject  or any  provision  of the  charter  or bylaws of any of Spot Us or (ii)

conflict with, result in a breach of, constitute a default under,  result in the

acceleration of, create in any party the right to accelerate, terminate, modify,

or cancel, or require any notice under any agreement,  contract, lease, license,

instrument, or other arrangement to which any of Spot Us and its Subsidiaries is

a party or by which it is bound or to which  any of its  assets is  subject  (or

result in the  imposition  of any  Security  Interest  upon any of its  assets),

except  where  the   violation,   conflict,   breach,   default,   acceleration,

termination,  modification,  cancellation,  failure to give notice,  or Security

Interest would not have a material adverse effect on the financial  condition of

Spot  Us or on the  ability  of  the  Parties  to  consummate  the  transactions

contemplated by this Agreement.  To the Knowledge of Spot Us, none of Spot Us or

its  Subsidiaries  needs to give any notice to, make any filing with,  or obtain

any authorization, consent, or approval of any government or governmental agency

in order for the Parties to consummate  the  transactions  contemplated  by this

Agreement (including the assignments and assumptions referred to in ss.2 above),

except  where  the  failure  to  give  notice,   to  file,   or  to  obtain  any

authorization,  consent, or approval would not have a material adverse effect on

the  financial  condition  of  Spot  Us or on  the  ability  of the  Parties  to

consummate the transactions contemplated by this Agreement.



         (d) Brokers'  Fees.  Spot Us has no liability or  obligation to pay any

fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the

transactions   contemplated   by  this   Agreement   for   which   Treasury   or

Retailport.com,  Inc. could become liable or obligated. None of the Subsidiaries

of Spot Us has any liability or obligation to pay any fees or commissions to any

broker,  finder, or agent with respect to the transactions  contemplated by this

Agreement.



         (e) Investment.  Spot Us (i)  understands  that the Shares have not yet

been registered  under the Securities Act, but also understands that said Shares

will be registered by Treasury,  pursuant to the affirmative  covenant contained

in ss.1(h),  within 90 days of the Closing,  (ii) is acquiring the Shares solely

for  its  own  account  for  investment  purposes,  and  not  with a view to the

distribution  thereof  (except to Spot Us Investors),  (iii) is a  sophisticated

investor with knowledge and experience in business and financial  matters,  (iv)

has received certain information concerning Treasury and has had the opportunity

to obtain additional  information as desired in order to evaluate the merits and

the risks inherent in holding the Shares,  (v) is able to bear the economic risk

and lack of liquidity  inherent in holding the Shares, and (vi) is an Accredited

Investor.



         (f)  Disclaimer  of other  Representations  and  Warranties.  Except as

expressly  set  forth in this  Section  2,  Spot Us makes no  representation  or

warranty,  express or  implied,  at law or in  equity,  in respect of any of its

assets  (including,  without  limitation,  the Acquired Assets),  liabilities or

operations,  including,  without limitation,  with respect to merchantability or

fitness  for any  particular  purpose,  and any such  other  representations  or

warranties are hereby expressly  disclaimed.  Treasury and Retailport.com,  Inc.

hereby  acknowledge and agree that, except to the extent  specifically set forth

in this Section 2, Retailport.com,  Inc. is purchasing the Acquired Assets on an

"as-is, where-is" basis. Without limiting the generality of the foregoing,  Spot

Us makes no  representation  or  warranty  regarding  any assets  other than the

Acquired Assets or any liabilities other than the Assumed Liabilities,  and none

shall be implied at law or in equity.



         3.  Representations  and  Warranties of Spot Us  Technologies.  Spot Us

Technologies  represents and warrants to Treasury and Retailport.com,  Inc. that

the statements contained in this ss.3 are correct and complete as of the date of

this  Agreement  and will be correct and  complete  as of the  Closing  Date (as

though made then and as though the Closing Date were substituted for the date of

this  Agreement  throughout  this ss.3),  except as set forth in the  disclosure

schedule   accompanying  this  Agreement  and  initialed  by  the  Parties  (the

"Disclosure  Schedule").  The Disclosure Schedule will be arranged in paragraphs

corresponding to the lettered and numbered paragraphs contained in this ss.3.



         (a)  Organization  of Spot Us  Technologies.  Spot Us Technologies is a

corporation  duly organized,  validly  existing,  and in good standing under the

laws of the jurisdiction of its incorporation.



         (b)  Authorization of Transaction.  Spot Us Technologies has full power

and authority  (including  full  corporate  power and  authority) to execute and

deliver  this  Agreement  and to  perform  its  obligations  hereunder.  Without

limiting  the  generality  of the  foregoing,  the board of directors of Spot Us

Technologies  and  Spot Us  Technologies  Investors  have  duly  authorized  the

execution, delivery, and performance of this Agreement by Spot Us Technologies .

This Agreement  constitutes the valid and legally binding  obligation of Spot Us

Technologies, enforceable in accordance with its terms and conditions.



         (c) Noncontravention.  To the Knowledge of any of the Investors of Spot

Us Technologies,  neither the execution and the delivery of this Agreement,  nor

the  consummation  of  the  transactions   contemplated  hereby  (including  the

assignments  and  assumptions  referred to in ss.1 above),  will (i) violate any

constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,

ruling, charge, or other restriction of any government,  governmental agency, or

court to which Spot Us  Technologies  is subject or any provision of the charter

or bylaws of Spot Us Technologies or (ii) conflict with,  result in a breach of,

constitute a default under,  result in the  acceleration of, create in any party

the right to accelerate,  terminate,  modify,  or cancel,  or require any notice

under any agreement,  contract, lease, license, instrument, or other arrangement

to which Spot Us Technologies is a party or by which it is bound or to which any

of its assets is subject (or result in the  imposition of any Security  Interest

upon any of its assets), except where the violation,  conflict, breach, default,

acceleration,  termination, modification,  cancellation, failure to give notice,

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