PLAN AND AGREEMENT OF REORGANIZATION

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PLAN OF REORGANIZATION

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TAX CONSEQUENCES

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AGREEMENT

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     Section 1 - Transfer of Shares

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     Section 2 - Issuance of Exchange Securities to CERES Shareholders

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     Section 3 - Other Matters

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     Section 4 - Closing

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     Section 5 - Representations and Warranties by CERES and Certain Shareholders

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     Section 6 - Representations and Warranties by MACH ONE

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     Section 7 - Access and Information

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     Section 8 - Covenants of CERES and Certain Shareholders

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     Section 9 - Covenants of MACH ONE

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     Section 10 - Additional Covenants of the Parties

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     Section 11 - Survival of Representations, Warranties and Covenants

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     Section 12 - Conditions Precedent to Obligations of Parties

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     Section 13 - Termination, Amendment, Waiver

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     Section 14 - Miscellaneous

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EXHIBIT LIST

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SCHEDULE LIST

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1.1

All shareholders of CERES (the “Shareholders” or the “CERES Shareholders”), as of the date of Closing as such term is defined in Section 4 herein (the “Closing” or the “Closing Date”), shall transfer, assign, convey and deliver to MACH ONE on the Closing Date, certificates representing one hundred percent (100%) of the CERES capital stock (“Ceres Stock”) or such lesser percentage as shall be acceptable to MACH ONE, but in no event less than ninety percent (90%) of the Ceres Stock. To the extent that less than 100% of the Ceres Stock is acquired, the amount of the Exchange Securities issuable to those CERES Shareholders who elected to participate in the Exchange Transaction shall decrease proportionately. The transfer of the Ceres Stock shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the CERES Shareholders and MACH ONE shall have otherwise agreed in writing.

2.1

As consideration for the transfer, assignment, conveyance and delivery of the Ceres Stock hereunder, MACH ONE shall, at the Closing issue to the CERES Shareholders, pro rata in accordance with each Shareholder’s percentage ownership of CERES immediately prior to the Closing, Exchange Securities consisting of up to 8,000,000 shares of Mach Common Stock and up to 8,000,000 Mach Preferred Stock. The parties intend that the Exchange Securities being issued will be used to acquire all outstanding Ceres Stock. To the extent that less than 100% of the Ceres Stock is acquired, the amount of Exchange Securities issuable to those CERES Shareholders who have elected to participate in the exchange described in this Agreement shall decrease proportionately.

2.2

None of the Exchange Securities issued to the CERES Shareholders hereunder shall, at the time of Closing, be registered under federal securities laws but, rather, shall be issued pursuant to an exemption thereunder and be considered “restricted securities”within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”). All of such securities shall bear a legend worded substantially as follows:

“The securities represented by this promissory note have not been registered under the Securities Act of 1933 (the “Act”) and are ‘restricted securities’ as that term is defined in Rule 144 under the Act. Neither Mach Common Stock, the Mach Preferred Stock or the shares issuable upon conversion of the Mach Preferred Stock may be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which is to be established to the reasonable satisfaction of the Company.”

The transfer agent of MACH ONE shall annotate its records to reflect the restrictions on transfer embodied in the legend set forth above. There shall be no requirement that MACH ONE register the Exchange Securities or the shares subject to conversion under the Act.

3.1

Appointment of New Director. At the Closing the then existing directors of MACH ONE shall take those steps necessary to expand the current Board of Directors to six (6) directors and immediately nominate and elect to the Board of Directors of MACH ONE, Brittin Eustis.

4.1

Closing of Transaction . Subject to the fulfillment or waiver of the conditions precedent set forth in Section 12 hereof, the Closing shall take place on the Closing Date at the offices of MACH ONE in West Bend, Wisconsin at 10:00 A.M., local time, or at such other time on the Closing Date as CERES and MACH ONE may mutually agree in writing.

4.2

Closing Date . The Closing Date of the Exchange shall take place on a date chosen by mutual agreement of CERES and MACH ONE within forty-five (45) days from the date of this Agreement, or such later date upon which CERES and MACH ONE may mutually agree in writing, or as extended pursuant to subsection 13.1(b) below.

4.3

Deliveries at Closing.

(a)

CERES shall deliver or cause to be delivered to MACH ONE at Closing:

(1)

certificates representing all shares, or an amount of shares acceptable to MACH ONE, of the Ceres Stock as described in Section 1, each endorsed in blank by the registered owner;

(2)

an agreement from each CERES Shareholder surrendering his or her shares agreeing to a restriction on the transfer of the Exchange Securities as described in Section 2 hereof;

(3)

a copy of a consent of CERES’ board of directors authorizing CERES to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit C;

(4)

a copy of a Certificate of Good Standing for CERES issued not more than ten (10) days prior to Closing by the state of Michigan;

(5)

Articles of Incorporation and Bylaws of CERES certified as of the Closing Date by the President and Secretary of CERES;

(6)

an opinion of Richard Keller, Esq., counsel to CERES, dated as of the Closing Date, in a form deemed acceptable by MACH ONE and its counsel;

(7)

such other documents, instruments or certificates as shall be reasonably requested by MACH ONE or its counsel.

(b)

MACH ONE shall deliver or cause to be delivered to CERES at Closing:

(1)

a copy of a consent of MACH ONE’s board of directors authorizing MACH ONE to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit D;

(2)

a copy of a Certificate of Good Standing for MACH ONE issued not more than ten (10) days prior to Closing by the Secretary of State of Nevada;

(3)

stock certificate(s) representing the Exchange Securities to be newly issued by MACH ONE under this Agreement, which certificates shall be in the names of the appropriate CERES Shareholders, each in the appropriate denomination as described in Section 2;

(4)

an opinion of William B. Barnett, Esq., special counsel to MACH ONE, dated as of the Closing Date, in a form deemed acceptable by CERES and its counsel, and

(5)

such other documents, instruments or certificates as shall be reasonably requested by CERES or its counsel.

4.4

Filings; Cooperation.

(a)

Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section 12 below.

(b)

On and after the Closing Date, MACH ONE, CERES and the Shareholders set forth in Exhibit A shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

5.1

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to MACH ONE), CERES and those Shareholders listed on Exhibit A represent and warrant to MACH ONE as follows:

(a)

Organization and Good Standing of CERES . The Articles of Incorporation of CERES and all Amendments thereto as presently in effect, certified by the State of Michigan, and the Bylaws of CERES as presently in effect, certified by the President and Secretary of CERES, have been delivered to MACH ONE and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto, except as set forth in Schedule 5.1(a).

(b)

Capitalization . CERES’ authorized capital stock consists of 10,000 shares of common stock, $1.00 par value, of which 10,000 shares are currently, and will be issued and outstanding as of the Closing Date and held of record by six (6) persons. All of such outstanding shares are validly issued, fully paid and non-assessable. There are no options and warrants for Ceres Stock. All securities issued by CERES as of the date of this Agreement have been issued in compliance with all applicable state and federal laws. Except as set forth in Schedule 5.1(b), no other equity securities or debt obligations of CERES are authorized, issued or outstanding.

(c)

Subsidiaries . Other than Organic Grain and Milling, Inc., a North Dakota corporation, CERES has no other subsidiaries and no other investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind whatsoever.

(d)

Financial Statements . CERES will deliver to MACH ONE, prior to Closing, a copy of CERES’ unaudited financial statements for the years ended December 31, 2008 and 2007, which will be true and complete and will have been prepared in conformity with generally accepted accounting principles. Other than changes in the usual and ordinary conduct of the business since December 31, 2008, there have been and, at the Closing Date, there will be no material adverse changes in such financial statements.

(e)

Absence of Undisclosed Liabilities . Other than as set forth in Schedule 5.1 (e) or except as incurred in the ordinary course of business, CERES has no liabilities which are not adequately reflected or reserved against in the CERES Financial Statements or otherwise reflected in this Agreement and CERES shall not have as of the Closing Date, any liabilities (secured or unsecured and whether accrued, absolute, direct, indirect or otherwise) which were incurred after December 31, 2008, and would be individually or in the aggregate, material to the results of operations or financial condition of CERES as of the Closing Date.

(f)

Litigation . Except as disclosed in Schedule 5.1(f), there are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against CERES or its properties. Except as disclosed in Schedule 5.1(f), there are no actions, suits or proceedings pending, or, to the knowledge of CERES, threatened against or affecting CERES or its affiliated companies, any of its officers or directors relating to their positions as such, or any of its properties, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in connection with the business, operations or affairs of CERES or its affiliated company which might result in any material adverse change in the operations or financial condition of CERES, or which might prevent or materially impede the consummation of the transactions under this Agreement.

(g)

Compliance with Laws . To the best of its knowledge, the operations and affairs of CERES do not violate any law, ordinance, rule or regulation currently in effect, or any order, writ, injunction or decree of any court or governmental agency, the violation of which would substantially and adversely affect the business, financial conditions or operations of CERES.

(h)

Absence of Certain Changes . Except as set forth in Schedule 5.1(h), or otherwise disclosed in writing to MACH ONE, since December 31, 2008,

(1)

CERES has not entered into any material transaction except in the ordinary course of business;

(2)

there has been no change in the condition except in the ordinary course of business (financial or otherwise), business, property, prospects, assets or liabilities of Ceres as shown on the CERES Financial Statement, other than changes that both individually and in the aggregate do not have a consequence that is materially adverse to such condition, business, property, prospects, assets or liabilities;

(3)

there has been no damage to, destruction of or loss of any of the properties or assets of CERES (whether or not covered by insurance) materially and adversely affecting the condition (financial or otherwise), business, property, prospects, assets or liabilities of CERES;

(4)

CERES has not declared, or paid any dividend or made any distribution on its capital stock, redeemed, purchased or otherwise acquired any of its capital stock, granted any options to purchase shares of its stock, or issued any shares of its capital stock except as described in Schedule 5.1(h);

(5)

there has been no material change, except in the ordinary course of business, in the contingent obligations of CERES by way of guaranty, endorsement, indemnity, warranty or otherwise; and

(6)

there has been no other event or condition of any character, which might reasonably be expected either to result in a material and adverse change in the condition (financial or otherwise), business, property, prospects, assets or liabilities of CERES or to impair materially the ability of CERES to conduct the business now being conducted.

(i)

Employees . There are, except as disclosed in Schedule 5.1(i), no collective bargaining, bonus, profit sharing, compensation, or other plans, agreements or arrangements between CERES and any of its directors, officers or employees and there is no employment, consulting, severance or indemnification arrangements, agreements or understandings between CERES on the one hand, and any current or former directors, officers or employees of CERES on the other hand.

(j)

Assets . All of the assets reflected on the December 31, 2008 CERES Financial Statements or acquired and held as of the Closing Date, will be owned by CERES on the Closing Date. Except as set forth in Schedule 5.1(j), CERES owns outright and has good and marketable title, or holds valid and enforceable leases, to all of such assets.

(k)

Tax Matters . Other than as set forth in Schedule 5.1 (k), all federal, foreign, state and local tax returns, reports and information statements required to be filed by or with respect to the activities of CERES have been timely filed. Such returns, reports and information statements are true and correct in all material respects insofar as they relate to the activities of Ceres. On the date of this Agreement, CERES is not delinquent in the payment of any such tax or assessment, and no deficiencies for any amount of such tax have been proposed or assessed.

(l)

Continuation of Key Management . To the best knowledge of CERES, all key management personnel of CERES intend to continue their employment with CERES after the Closing. For purposes of this subsection 5.1(l), “key management personnel” shall include Brittin Eustis, Dean Chapla and Troy DeSmet.

(m)

Books and Records . The books and records of CERES are complete and correct, are maintained in accordance with good business practice and accurately present and reflect, in all material respects, all of the transactions therein described, and there have been no transactions involving CERES which properly should have been set forth therein and which have not been accurately so set forth.

(n)

Authority to Execute Agreement . The Board of Directors of CERES, pursuant to the power and authority legally vested in it, has duly authorized the execution and delivery by CERES of this Agreement, and has duly authorized each of the transactions hereby contemplated. CERES has the power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof. CERES has taken all actions required by law, its Articles of Incorporation, as amended, or otherwise to authorize the execution and delivery of this Agreement. This Agreement is valid and binding upon CERES and those Shareholders listed in Exhibit A hereto in accordance with its terms.

(o)

Contracts . Other than as set forth in Schedule 5.1 (o), and except for commitments to pay for legal and accounting services relating to the Exchange Transaction, CERES is not a party to any written or oral commitment for capital expenditures except as contemplated by this Agreement. CERES is not a party to, nor is its property bound by any written or oral, express or implied, agreement, contract or other contractual obligation including, without limitation, any real or personal property leases, any employment agreements, any consulting agreements any personal services agreements or any other agreements that require CERES to pay any money or deliver any assets or services. CERES has in all material respects performed all obligations required to be performed by it to date and is not in default in any material respect under any agreements or other documents to which it was a party.

(p)

Finder’s Fees . CERES is not, and on the Closing Date will not be liable or obligated to pay any finder’s, agent’s or broker’s fee arising out of or in connection with this Agreement or the transactions contemplated by this Agreement.

5.2

Disclosure . At the date of this Agreement, CERES and those Shareholders listed in Exhibit A have, and at the Closing Date they will have, disclosed all events, conditions and facts materially affecting the business and prospects of CERES. CERES and such Shareholders have not now and will not have at the Closing Date, withheld knowledge of any such events, conditions or facts which they know, or have reasonable grounds to know, may materially affect CERES’ business and prospects.

6.1

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to CERES), MACH ONE represents and warrants to CERES and those Shareholders listed in Exhibit A as follows:

(a)

Organization and Good Standing . MACH ONE is currently a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own or lease its properties and to carry on its business as now being conducted and as proposed to be conducted. MACH ONE is qualified to conduct business as a foreign corporation in no other jurisdiction, and the failure to so qualify in any other jurisdiction does not materially, adversely affect the ability of MACH ONE to carry on its business as most recently conducted. The Articles of Incorporation of MACH ONE and all amendments thereto as presently in effect, certified by the Secretary of State of Nevada, and the Bylaws of MACH ONE as presently in effect, certified by the President and Secretary of MACH ONE, have been delivered to CERES and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto.

(b)

Capitalization . MACH ONE’s authorized capital stock consists of 250,000,000 consisting of (i) 239, 000,000 shares of $.001 par value Common stock, of which 106,800,000 shares are issued and outstanding and held of record by approximately 330 shareholders and (ii) 10,500,000 shares of $0.05 par value Preferred Stock, of which 1,000,000 shares of Series A Convertible Preferred Stock are issued and outstanding and held of record by one shareholder. Except as set forth in Schedule 6.1(b), no other equity securities or debt obligations of MACH ONE are authorized, issued or outstanding and as of the Closing, there will be no other outstanding options, warrants, agreements, contracts, calls, commitments or demands of any character, preemptive or otherwise, other than this Agreement, relating to any of the Mach Common Stock, and there will be no outstanding security of any kind convertible into Mach Common Stock. The shares of Mach Common Stock are free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature that would inhibit prevent or otherwise interfere with the transactions contemplated hereby. All of the outstanding Mach Common Stock is validly issued, fully paid and nonassessable and there are no voting trust agreements or other contracts, agreements or arrangements restricting or affecting voting or dividend rights or transferability with respect to the outstanding shares of Mach Common Stock.

(c)

Issuance of Exchange Securities . All of the Mach Common Stock and the Mach Preferred Stock to be issued to CERES Shareholders pursuant to this Agreement, when issued and delivered as provided herein, will be duly authorized, validly issued, and will be free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature, except those restrictions imposed by State or Federal corporate and securities regulations.

(d)

No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by MACH ONE with any of the provisions hereof will:

(1)

violate or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of MACH ONE or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument to which MACH ONE is a party, or by which it or its properties or assets may be bound or affected; or

(2)

violate any order, writ, injunction or decree, or any statute, rule, permit, or regulation applicable to MACH ONE or any of its properties or assets.

(e)

Subsidiaries . Except as set forth in Schedule 6.1(e), MACH ONE has no subsidiaries and no investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind whatsoever.

(f)

Financial Statements . MACH ONE will deliver to CERES prior to Closing, copies of all of MACH One&rsqu