Arc International Corp Watch

from 8-K 2 pages Agreement and Plan of Reorganization This Agreement and Plan of Reorganization (The “Agreement”) Is Dated December 31, 2007, and Is by and Between Northstar Ventures, Inc., a Nevada Corporation (The “Company”) and Arc International Corp., a California Corporation (“Arc”). R E C I T a L S Whereas, the Shareholders of Arc ("Shareholders") Own the Shares of Capital Stock of Arc as Set Forth in Schedule 1 Attached Here­to, Constitut­ing All of the Issued and Out­standing Stock of Arc (The “Arc Shares”); Whereas, the Company Is a Public Company, Required to File Reports Under Section 15(d) of the Securities Exchange Act of 1934 (The "Exchange Act"); Whereas, the Board of Directors of the Company and Arc Deem It Advisable That the Acquisition by the Company of Arc Be Effected Through an Exchange (The "Exchange") of Arc Shares Pursuant to This Agreement; Whereas, the Company Desires to Acquire All of the Outstanding Arc Shares for Shares of Common Stock of the Company. a G R E E M E N T Now, Therefore, in Consideration of the Mutual Covenants and Agreements Con­tained Herein and in Reliance Upon the Representa­tions and Warranties Hereinafter Set Forth, the Parties Agree as Follows: I. Exchange

from 10SB12G/A 1 page Consent of Independent Accountants I Hereby Consent to the Incorporation in the Form 10 Registration Statement of My Report Dated August 15, 2000 Relating to the 12-31-98, 12-31-99, and the Six Months Period Ending June 30, 2000 Financial Statements of Northstar Ventures, Inc. /S/ David M. Winings

from 10SB12G 1 page Consent of Independent Accountants I Hereby Consent to the Incorporation in the Form 10 Registration Statement of My Report Dated August 15, 2000 Relating to the 12-31-98, 12-31-99, and the Six Months Period Ending June 30, 2000 Financial Statements of Northstar Ventures, Inc. /S/ David M. Winings