ex10_1.htm


     

    
      
        


                                                      

        PLAN OF EXCHANGE

        
          BY
WHICH

        

        
        

        DIAMOND
POWERSPORTS INC.

        (a
Florida corporation)

        SHALL
ACQUIRE

        GOLDEN
DRAGON FOOD & BEVERAGE

        IMPORT
& EXPORT CO. OF HONG KONG LTD.

        (a  corporation
organized under the law of Hong Kong Special Administrative Region of People’s
Republic of China)

         

        
          	
                   
      

                	
                  I.
    RECITALS1

                


        

         

        
          	
                   
      

                	
                  1.
      The Parties to this Plan of
Exchange:

                


        

        
          	
                   
      

                	
                  (1.1)
      Diamond Powersports Inc

                


        

        
          	
                   
      

                	
                  (1.2)
      Golden Dragon Food & Beverage Import & Export Co. of Hong Kong
      Ltd.

                


        

        
          	
                   
      

                	
                  (1.3)
      Pierre Elliott

                


        

         

        
          	
                   
      

                	
                  2.
      The Capital of the Parties:

                


        

        
          	
                   
      

                	
                  (2.1)
      The Capital of DPWS

                


        

        
          	
                   
      

                	
                  (2.2)
      The Capital of Golden Dragon

                


        

        
          	
                   
      

                	
                  (2.3)
      The Capital of Elliott

                


        

         

        
          	
                   
      

                	
                  3.
      Transaction Descriptive Summary:

                


        

         

        
          	
                   
      

                	
                  4. "Pinksheets - Other OTC"
      quotation market compliance

                


        

         

        
          	
                   
      

                	
                  5.
      Florida compliance

                


        

         

        
          	
                   
      

                	
                  6.
      Audited Financial Statements.

                


        

         

        
          	
                   
      

                	
                  II. PLAN OF
      REOGANIZATION

                


        

         

        
          	
                   
      

                	
                  1.
      Conditions Precedent to Closing.

                


        

        
          	
                   
      

                	
                  (1.1)
      Shareholder Approval.

                


        

        
          	
                   
      

                	
                  (1.2)
      Board of Directors

                


        

        
          	
                   
      

                	
                  (1.3)
      Due Diligence Investigation.

                


        

        
          	
                   
      

                	
                  (1.4)
      The Rights of Dissenting
Shareholders

                


        

        
          	
                   
      

                	
                  (1.5)
      All of the Terms, Covenants and
Conditions

                


        

        
          	
                   
      

                	
                  (1.6)
      The Representations and Warranties

                


        

        
          	
                   
      

                	
                  (1.7)
      Certification of Elliott and DPWS

                


        

         

        
          	
                   
      

                	
                  2.
      Conditions Concurrent and Subsequent to
Closing.

                


        

        
          	
                   
      

                	
                  (2.1)
      Delivery of Registered Capital of Golden
Dragon.

                


        

           (2.2)
Acquisition Share Issuance 

           (2.3)
Settlement of DPWS Liabilities 

           (2.4)
Forward Split of Common Stock

           (2.5)
Resignation of Elliott and Appointment of Golden Dragon Nominees

           (2.6)
Uplisting to NASD's Over-the-Counter Bulletin Board Quotation
Market

         

        
          	
                   
      

                	
                  3.
      Plan of Acquisition

                


        

        
          	
                   
      

                	
                  (3.1)
      Exchange and Reorganization:

                


        

        
          	
                   
      

                	
                  (3.2)
      Issuance of Common Stock:

                


        

        
          	
                   
      

                	
                  (3.3)
      Closing/Effective Date:

                


        

        
          	
                   
      

                	
                  (3.4)
      Surviving Corporations

                


        

        
          	
                   
      

                	
                  (3.5)
      Rights of Dissenting Shareholders:

                


        

        
          	
                   
      

                	
                  (3.6)
      Service of Process and Address

                


        

        
          	
                   
      

                	
                  (3.7)
      Surviving Articles of Incorporation

                


        

        
          	
                   
      

                	
                  (3.8)
      Surviving By-Laws

                


        

        
          	
                   
      

                	
                  (3.9)
      Further Assurance, Good Faith and Fair
Dealing

                


        

        
          	
                   
      

                	
                  (3.10)
      General Mutual Representations and
Warranties

                


        

        
          	
                   
      

                	
                  (3.10.1)
      Organization and Qualification

                


        

        
          	
                   
      

                	
                  (3.10.2)
      Corporate Authority

                


        

        
          	
                   
      

                	
                  (3.10.3)
      Ownership of Assets and Property

                


        

        
          	
                   
      

                	
                  (3.10.4)
      Absence of Certain Changes or
Events

                


        

        
          	
                   
      

                	
                  (3.10.5)
      Absence of Undisclosed Liabilities

                


        

        
          	
                   
      

                	
                  (3.10.6)
      Legal Compliance

                


        

        
          	
                   
      

                	
                  (3.10.7)
      Legal Proceedings

                


        

        
          	
                   
      

                	
                  (3.10.8)
      No Breach of Other Agreements

                


        

        
          	
                   
      

                	
                  (3.10.9)
      Capital Stock

                


        

        
          	
                   
      

                	
                  (3.10.10)
      Brokers' or Finder's Fees

                


        

        
          	
                   
      

                	
                  (3.11)
      Miscellaneous Provisions

                


        

        
          	
                   
      

                	
                  (3.11.1)

                


        

        
          	
                   
      

                	
                  (3.11.2)

                


        

        
          	
                   
      

                	
                  (3.11.3)

                


        

        
          	
                   
      

                	
                  (3.11.4)

                


        

        
          	
                   
      

                	
                  (3.11.5)

                


        

        
          	
                   
      

                	
                  (3.11.6)

                


        

        


        4.
Termination 

        


        5.
Closing

        


        6. Merger
Clause

         

        
          The Remainder
of this Page is Intentionally left Blank

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        PLAN
OF EXCHANGE

        BY
WHICH

        Diamond
Powersports Inc.

        (a
Florida corporation)

        SHALL
ACQUIRE

        Golden
Dragon Food & Beverage

        Import
& Export Co. Of Hong Kong Ltd.

        (a  corporation
organized under the law of Hong Kong Special Administrative Region of People’s
Republic of China)

         

        


        ADJUSTMENTS:
lead                                                    This
Plan of Exchange (the “Agreement” or “Plan of Exchange”)
is made and dated as of this 22th day of
May, 2008, and is intended to supersede all previous oral or written agreements,
if any, between the parties, with respect to its subject matter. This Agreement
anticipates that extensive due diligence shall have been performed by both
parties. All due diligence shall have been completed by the Parties no later
than June 2, 2008.

        


        I.
RECITALS

        1.
The Parties to this Agreement:

        


        (1.1) Diamond Powersports Inc.
("DPWS"), a Florida
corporation.

        


        (1.2) Golden Dragon Food & Beverage
Import & Export Co. Of Hong Kong Ltd., a corporation organized under
the laws of Hong Kong Special Administrative Region of Peoples’ Republic of
China (“Golden Dragon”).

        


        (1.3) Pierre Elliott
("Elliott"), an individual resident of the State of Florida.

        


        2.
The Capital of the Parties:

        


        (2.1) The Capital of DPWS consists of 5,000,000
authorized shares of Preferred Stock, par value $.001, none of which issued and
outstanding, and 100,000,000 authorized shares of Common Stock, par value $.001,
of which 16,277,835 shares issued and outstanding, which are planned to forward
split fifteen for one (1 to 15) yielding an aggregate issued and outstanding
shares total of 144,167,525.

        


        (2.2) The Capital of Golden Dragon
consists of HK$ 312,400.00 in registered capital (US$1=7.81 HK$), which for the
purposes of this Agreement, is referred to as “common stock” or “capital
stock”.

        


        (2.3) The Capital of Elliott
owns / controls 9,405,164 shares of Common Stock of DPWS, representing
approximately 57.8% of the issued and outstanding shares of Common Stock of
DPWS.

         

        3. Transaction Descriptive
Summary: DPWS desires to acquire Golden Dragon and the shareholders of
Golden Dragon (the “Golden Dragon Shareholders”) desire that Golden Dragon be
acquired by DPWS. DPWS would acquire 100% of the capital stock of Golden Dragon
in exchange for the issuance by DPWS of 40,000,000 (pre-split) new shares of
Common Stock to Golden Dragon, which will give Golden Dragon a 'controlling
interest' in DPWS representing approximately 71% of then issued and outstanding
shares of Common Stock. In addition, Elliott will deliver his 9,155,164 shares
to a third party investor pursuant to a separate purchase agreement, and retain
250,000 shares as an investment. The transaction will not immediately close but
shall be conditioned upon (1) the issuance of 40,000,000 (pre-split) new shares
of Common Stock of DPWS to the Golden Dragon shareholders, which should take no
longer than 60 days; (2) the increase in DPWS authorized shares from
100,000,000 shares to 5,000,000,000 shares; (3) a deposit of 9,155,164 shares of
Common Stock of DPWS by Elliott into the escrow account; (4) the elimination of
any known or potential liabilities of DPWS by Elliott, which are not
covered by Golden Dragon; (5) the resignation of Elliott from the board of
directors and as officer of DPWS and appointment of his successor(s) as
designated by Golden Dragon and/or the Golden Dragon Shareholders; (6) complete
transition and transfer of DPWS’s transfer agent account to Guardian Registrar
& Transfer, Inc.; (7) forgiveness of all debts, loans, guaranty’s, legal
claims and contracts that Elliot (or his family)  may have against
DPWS; (8) retirement of any DPWS common stock that Elliot and/or Elliot’s family
owns or has rights to with the exception of the 250,000 shares Elliot is to
retain; (9) mailing of an information statement to all shareholders of DPWS
briefly describing the terms of the Plan of Exchange.  As an express
condition precedent to Closing, should any shareholders of DPWS dissent prior to
Closing, all claims and issues shall be settled by Elliot; (10) Elliot shall
eliminate all liabilities of DPWS as set forth on Exhibit A attached hereto and
any additional liabilities that may be undisclosed but are discovered prior to
Closing.  The parties intend that the transactions qualify and meet
the Internal Revenue Code requirements for a tax free reorganization, in which
there is no corporate gain or loss recognized by the parties, with reference to
Internal Revenue Code (IRC) sections 354 and 368. In addition, the parties agree
to take the following actions subsequent to Closing: (1) Golden Dragon will pay
off DPWS liabilities up to $200,000, at the option of Golden Dragon, in cash or
in an equivalent amount of common stock of DPWS; (2) DPWS will take all steps to
complete the forward split of Common Stock by fifteen for one (1 to 15); (3)
Golden Dragon will give Lashae LLC a cashier’s check in the amount of
$28,000USD; (4) Golden Dragon will assist DPWS to re-obtain its trading status
on the NASD’s Over-the-Counter Bulletin Board quotation market, and cover all
filing and compliance costs incurred after the Closing.

        


        4. "Pinksheets - Other OTC" quotation
market compliance. DPWS will make all appropriate shareholder
notifications in connection with the acquisition, including the change of
control and elimination of the remaining liabilities, and DPWS shall cause the
same to be filed with the "Pinksheets - Other OTC" quotation market, if deemed
applicable.

        


        5. Florida compliance.  Articles of
Exchange are required to be filed by Florida law as the last act to make
the plan of exchange final and effective under Florida law.

        


        6. Audited Financial Statements.
In connection with DPWS’s filing with NASD’s Over-the-Counter Bulletin Board
quotation market to re-obtain the trading status, Golden Dragon has agreed to
provide audited financial statements for the years ended 2007 and 2006 prepared
by PCAOB auditor in conformity with U.S. GAAP to DPWS.

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        II. PLAN OF EXCHANGE

        


        1.
Conditions Precedent to Closing.

        


        The
obligation of the parties to consummate the transactions contemplated herein are
subject to the fulfillment or waiver prior to the closing of the following
conditions precedent:

         

        (1.1) Shareholder Approval. Golden
Dragon and DPWS shall have secured their shareholders approvals for this
transaction, if required, in accordance with the laws of its place of
incorporation and its constituent documents.

         

            (1.2) Board of Directors. The
Boards of Directors of each of Golden Dragon and DPWS shall have approved the
transaction and this agreement, in accordance with the laws of its place of
incorporation and its constituent documents.

            

          (1.3) Due Diligence Investigation.
Each party shall have furnished to the other party all corporate and financial
information which is customary and reasonable, to conduct its respective due
diligence, normal for this kind of transaction. If either party determines that
there is a reason not to complete the Plan of Exchange as a result of their due
diligence examination, then they must give written notice to the other party
prior to the expiration of the due diligence examination period. The due
diligence period, for purposes of this paragraph, shall have expired on June 2,
2008. The Closing Date shall be three days after the satisfaction or waiver of
all of the conditions precedent to closing set forth in this Plan of Exchange,
unless extended to a later date by mutual agreement of the parties.

            

            (1.4) The rights of dissenting
shareholders, if any, of each party shall have been satisfied and the
Board of Directors of each party shall have determined to proceed with the Plan
of exchange.  As an express condition precedent to Closing, should any
shareholders of DPWS dissent prior to Closing, all claims and issues shall be
settled by Elliot prior to Closing.

            

            (1.5) All of the terms, covenants and
conditions of the Plan of exchange to be complied with or performed by
each party before Closing shall have been complied with, performed or waived in
writing.

        


         (1.6) The representations and
warranties of the parties, contained in the Plan of exchange, as herein
contemplated, except as amended, altered or waived by the parties in writing,
shall be true and correct in all material respects at the Closing Date with the
same force and effect as if such representations and warranties are made at and
as of such time; and each party shall provide the other with a certificate,
certified either individually or by an officer, dated the Closing Date, to the
effect, that all conditions precedent have been met, and that all
representations and warranties of such party are true and correct as of that
date. The form and substance of each party's certification shall be in form
reasonably satisfactory to the other.

         

               
(1.7) Certification of Elliott and DPWS. It shall be a condition
precedent to the obligation of Golden Dragon and the Golden Dragon Shareholders
to consummate the transactions contemplated herein that a certification of
Elliott, signed in his individual capacity, and substantially similar to the
following form be delivered to Golden Dragon on the date of
execution:

        


        
          	
                  (i)

                	
                  DPWS
      is a corporation duly organized and validly existing under the laws of the
      State of Florida and has all requisite corporate power to own, operate and
      lease its properties and assets and to carry on its
    business.

                
	
                  (ii)

                	
                  The
      authorized capitalization and the number of issued and outstanding capital
      shares of DPWS are accurately and completely set forth in the Plan of
      Exchange.

                


        

        
          	
                  (iii)

                	
                  The
      issued and outstanding shares of DPWS (including 40,000,000 (pre-split)
      new investment shares of Common Stock of DPWS to be issued to the Golden
      Dragon Shareholders) have been duly authorized and validly issued and are
      fully paid and non-assessable.

                
	
                  (iv)

                	
                  DPWS
      has the full right, power and authority to sell, transfer and deliver the
      40,000,000 (pre-split) new investment shares of Common Stock of DPWS to
      the Golden Dragon Shareholders, and, upon delivery of the certificates
      representing such shares as contemplated in the Plan of Exchange, will
      transfer to the Golden Dragon Shareholders good, valid and marketable
      title thereto, free and clear of all
liens.

                


        

        
          	
                  (v)

                	
                  DPWS
      has taken all steps in connection with the Plan of Exchange, the increase
      in the authorized share capital of Common Stock to 5,000,000,000, which
      are necessary to comply in all material respects with the Securities Act
      of 1933, as amended, and the Securities Exchange Act of 1934, as well as
      the rules and regulations promulgated pursuant thereto.

                
	
                  (vi)

                	
                  DPWS
      has taken all steps in connection with the Plan of Exchange and the
      issuance of 40,000,000 (pre-split) new investment shares of Common Stock
      of DPWS, which are necessary to comply in all material respects with the
      Securities Act of 1933, as amended, and the Securities Exchange Act of
      1934, as well as the rules and regulations promulgated pursuant
      thereto.

                


        

        
          	
                  (vii)

                	
                  Elliott
      has eliminated all liabilities listed on Exhibit A and there are no
      unknown liabilities and/or threatened litigation or claims against
      DPWS.  In the event liabilities are discovered after Closing,
      any liability that arose while Elliot was in control of DPWS shall be paid
      for by Elliot and shall be the sole responsibility of
      Elliot.  

                
	
                  (viii)

                	
                  Elliott
      confirms that Elliot has delivered his 9,155,164 shares to the Escrow
      Agent for the benefit of a third party investor pursuant to a separate
      purchase agreement, and retained and controls no more than 250,000 shares
      of DPWS as an investment.

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

            (1.8)  Delivery
of Closing Documents.  It shall be a condition precedent to
Closing that Elliot deliver physical copies of:

        


        
          	
                  (i)  

                	
                  A
      certificate of good standing for DWPS from the State of Florida of recent
      date acceptable to Golden Dragon.

                


        

        
          	
                  (ii)  

                	
                  A
      certified copy of DWPS Articles evidencing the increase in authorized
      capital as contemplated in thie Plan of
  Exchange.

                


        

        
          	
                  (iii)  

                	
                  An
      executed copy of a consent of the majority shareholders of DWPS approving
      the Plan of Exchange and approving the appointment of Golden Dragon’s
      nominees to the board of directors of
DWPS.

                


        

        
          	
                  (iv)  

                	
                    An
      executed copy of a resolution by the Board of Directors of DWPS approving
      the Plan of Exchange and approving the appointment of Golden Dragon’s
      nominees as executive officers of
DWPS.

                


        

        
          	
                  (v)  

                	
                  An
      executed resignation of all members of the Board of Directors and
      Executives of DWPS.

                


        

        
          	
                  (vi)  

                	
                  An
      executed settlement, release and waiver of all debts, loans, guaranty’s,
      legal claims and contracts that Elliot, Elliot’s family and any legal
      entity owned or controlled by Elliot or Elliot’s family may have against
      DWPS.

                


        

        
          	
                  (vii)  

                	
                  A
      certified shareholder list of DWPS signed by Guardian Registrar &
      Transfer, Inc.

                


        

        
          	
                  (viii)  

                	
                  Executed
      releases of all liens and UCC filings against
  DWPS.

                


        

        
          	
                  (ix)  

                	
                  An
      executed release on the promissory note/loan for that certain DPWS
      truck.

                


        

        
          	
                  (x)  

                	
                  The
      Information Statement mailed to all shareholders of DWPS and a receipt
      from Guardian Registrar & Transfer, Inc. indicating the mailing is
      complete.

                


        

        
          	
                  (xi)  

                	
                  Original
      certificates of all DPWS common stock that Elliot and/or Elliot’s family
      owns or has rights to with the exception of the 250,000 shares Elliot is
      to retain.

                


        

        
          	
                  (xii)  

                	
                  One
      waiver/release from each individual or organization, whose obligation
      Elliot is required to settle listed in Exhibit A attached hereto
      indicating they have been paid in full and have no further claim against
      DWPS.

                


        

        


        2.
Conditions Concurrent and Subsequent to Closing.

        


        (2.1) Delivery of Registered Capital of
Golden Dragon.  Immediately upon or within 30 days from the
date of Closing, DPWS shall own 100% of the beneficial interest of Golden Dragon Food &
Beverage Import & Export Co. of Hong Kong Ltd.

        


        (2.2) Acquisition Share Issuance.
Immediately upon the Closing, DPWS shall issue to the Golden Dragon
Shareholders 40,000,000 (pre-split) new investment shares of Common Stock of
DPWS in exchange for 100% of the capital stock of Golden Dragon.

        


        (2.3) Settlement of DPWS
Liabilities. Immediately subsequent to the Closing, Golden Dragon will
begin to pay off the remaining DPWS liabilities listed in Exhibit A (only those
liabilities that are not the responsibility of Elliot) but in no event shall
Golden Dragon be responsible for more than $200,000 worth of
liabilities.  In addition, Golden Dragon shall not be responsible for
any liabilities not specifically set forth in Exhibit A. Golden Dragon may at
their option, settle the liabilities they are responsible for in cash or with
the common stock of DPWS.

        


        (2.4) Forward Split of Common
Stock. Immediately subsequent to the Closing, DPWS will begin the steps
to complete the forward split of Common Stock by fifteen for one
(15:1);

        


        (2.5) Uplisting to NASD’s Over-the-Counter Bulletin
Board Quotation Market. Immediately subsequent to the Closing, Golden
Dragon will assist DPWS in the process of re-obtaining its trading status on the
NASD’s Over-the-Counter Bulletin Board quotation market, and cover all filing
and compliance costs incurred after the Closing.

        


        3.
Plan of Exchange

        


        (3.1) Exchange and Reorganization:
DPWS and
Golden Dragon shall be hereby reorganized, such that DPWS shall acquire 100% of
the capital stock of Golden Dragon, and Golden Dragon shall become a
wholly-owned subsidiary of DPWS.

        


        (3.2) Issuance of Common Stock:
Within 60 days after the effective date of the Plan, DPWS shall issue 40,000,000
(pre-split) new investment shares of Common Stock of DPWS to or for the Golden
Dragon Shareholders.

        


        (3.3) Delivery of Common
Stock: Upon signing this Plan of Exchange, Elliott shall deliver his
9,155,164 shares of Common Stock of DPWS to the account of the Escrow
Agent.

        


        (3.3) Closing/Effective Date:
The Plan of exchange shall become effective immediately upon approval and
adoption by the parties hereto, in the manner provided by the law of the places
of incorporation and constituent corporate documents, and upon compliance with
governmental filing requirements, such as, without limitation, the filing of
Articles of Exchange, if applicable under State Law. Closing shall occur when
all conditions precedent to closing have been met or are waived by the
parties.  The Effective Date shall occur when all conditions of the
Plan of Exchange have been met or waived by the
parties.  

        


        (3.4) Surviving Corporations:
Both corporations shall survive the exchange and reorganization herein
contemplated and shall continue to be governed by the laws of its respective
jurisdiction of incorporation.

        


        (3.5) Rights of Dissenting
Shareholders: Subsequent to Closing each Party is the entity responsible
for the rights of its own dissenting shareholders, if any.

        


        (3.6) Service of Process and
Address: Each corporation shall continue to be amenable to service of
process in its own jurisdiction, exactly as before this
acquisition.  The address of DPWS is 5150 NW 109th Ave.,
Suite 4, Sunrise, Florida 33351. The address of Golden Dragon Food &
Beverage Import & Export Co. of Hong Kong Ltd. is 18 Floor One Finance
Center No. 1 Harbour View Street Central Hong Kong, Hong Kong.

        


        (3.7) Surviving Articles of
Incorporation: the Articles of Incorporation of each Corporation shall
remain in full force and effect, unchanged.

        


        (3.8) Surviving By-Laws: the
By-Laws of each Corporation shall remain in full force and effect,
unchanged.

        


        (3.9) Further Assurance, Good Faith and
Fair Dealing: the Directors of each Company shall and will execute and
deliver any and all necessary documents, acknowledgments and assurances and do
all things proper to confirm or acknowledge any and all rights, titles and
interests created or confirmed herein; and both companies covenant expressly
hereby to deal fairly and in good faith with each other and each others
shareholders. In furtherance of the parties desire, as so expressed, and to
encourage timely, effective and businesslike resolution the parties agree that
any dispute arising between them, capable of resolution by arbitration, shall be
submitted to binding arbitration. As a further incentive to private resolution
of any dispute, the parties agree that each party shall bear its own costs of
dispute resolution and shall not recover such costs from any other
party.

        


        (3.10) General Mutual Representations
and Warranties. The purpose and general import of the Mutual
Representations and Warranties, are that each party has made appropriate full
disclosure to the others, that no material information has been withheld, and
that the information exchanged is accurate, true and correct. These warranties
and representations are made by each party to the other, unless otherwise
provided in this agreement, and they speak and shall be true immediately before
Closing.

        


        
          
             

          

          
             

            
              

            

          

          
             

          

           

        

        
          	
                   
      

                	
                  (3.10.1) Organization and
      Qualification. Each corporation is duly organized and in good
      standing, and is duly qualified to conduct any business it may be
      conducting, as required by law or local
  ordinance.

                


        

        


        
          	
                   
      

                	
                  (3.10.2) Corporate Authority.
      Each corporation has corporate authority, under the laws of its
      jurisdiction and its constituent documents, to do each and every element
      of performance to which it has agreed, and which is reasonably necessary,
      appropriate and lawful, to carry out this Agreement in good
      faith.

                


        

        


        
          	
                   
      

                	
                  (3.10.3) Ownership of Assets and
      Property. Each corporation has lawful title and ownership of it
      property as reported to the other, and as disclosed in its financial
      statements.

                


        

        


        
          	
                   
      

                	
                  (3.10.4) Absence of Certain Changes or
      Events. Each corporation has not had any material changes of
      circumstances or events which have not been fully disclosed to the other
      party, and which, if different than previously disclosed in writing, have
      been disclosed in writing as currently as is reasonably
      practicable.  Specifically, and without
    limitation:

                


        

        


        
          	
                   
      

                	
                     (3.10.4-a) the business of each
      corporation shall be conducted only in the ordinary and usual course and
      consistent with its past practice, and neither party shall purchase or
      sell (or enter into any agreement to so purchase or sell) any properties
      or assets or make any other changes in its operations, respectively, taken
      as a whole, or provide for the issuance of, agreement to issue or grant of
      options to acquire any shares, whether common, redeemable common or
      convertible preferred, in connection
therewith;

                


        

        


        
          	
                   
      

                	
                     (3.10.4-b) Except as set forth in
      this Plan of Exchange, neither corporation shall (i) amend its Articles of
      Incorporation or By-Laws, (ii) change the number of authorized or
      outstanding shares of its capital stock, or (iii) declare, set aside or
      pay any dividend or other distribution or payment in cash, stock or
      property to the extent that which might contradict or
      not  comply with any clause or condition set forth in this Plan
      of Exchange, LOI or Escrow
Agreement;

                


        

        


        
          	
                   
      

                	
                     (3.10.4-c) Neither corporation
      shall (i) issue, grant or pledge or agree or propose to issue, grant, sell
      or pledge any shares of, or rights of any kind to acquire any shares of,
      its capital stock, (ii) incur any indebtedness other than in the ordinary
      course of business, (iii) acquire directly or indirectly by redemption or
      otherwise any shares of its capital stock of any class or (iv) enter into
      or modify any contact, agreement, commitment or arrangement with respect
      to any of the foregoing;

                


        

        


        
          	
                   
      

                	
                     (3.10.4-d) Except in the ordinary
      course of business, neither party shall (i) increase the compensation
      payable or to become payable by it to any of its officers or directors;
      (ii) make any payment or provision with respect to any bonus, profit
      sharing, stock option, stock purchase, employee stock ownership, pension,
      retirement, deferred compensation, employment or other payment plan,
      agreement or arrangement for the benefit of its employees (iii) grant any
      stock options or stock appreciation rights or permit the exercise of any
      stock appreciation right where the exercise of such right is subject to
      its discretion (iv) make any change in the compensation to be received by
      any of its officers; or adopt, or amend to increase compensation or
      benefits payable under, any collective bargaining, bonus, profit sharing,
      compensation, stock option, pension, retirement, deferred compensation,
      employment, termination or severance or other plan, agreement, trust, fund
      or arrangement for the benefit of employees, (v) enter into any agreement
      with respect to termination or severance pay, or any employment agreement
      or other contract or arrangement with any officer or director or employee,
      respectively, with respect to the performance or personal services that is
      not terminable without liability by it on thirty days notice or less, (vi)
      increase benefits payable under its current severance or termination, pay
      agreements or policies or (vii) make any loan or advance to, or enter into
      any written contract, lease or commitment with, any of its officers or
      directors;

                


        

        


        
          	
                   
      

                	
                     (3.10.4-e) Neither party shall
      assume, guarantee, endorse or otherwise become responsible for the
      obligations of any other individual, firm or corporation or make any loans
      or advances to any individual, firm or corporation, other than obligations
      and liabilities expressly assumed by the other that
  party;

                


        

        


        
          	
                   
      

                	
                     (3.10.4-f) Neither party shall
      make any investment of a capital nature either by purchase of stock or
      securities, contributions to capital, property transfers or otherwise, or
      by the purchase of any property or assets of any other individual, firm or
      corporation.

                


        

         

             (3.10.5) Absence of Undisclosed
Liabilities. Each corporation has, and has no reason to anticipate having, any
material liabilities which have not been disclosed to the other, in the
financial statements or otherwise in writing.  Elliott has eliminated
all liabilities listed on Exhibit A and there are no unknown liabilities and/or
threatened litigation or claims against DPWS.  In the event
liabilities are discovered after Closing, any liability that arose while Elliot
was in control of DPWS shall be paid for by Elliot and shall be the sole
responsibility of Elliot.  Elliot shall hold harmless the Golden
Dragon and DPWS and its respective agents or representatives (the "Indemnified
Persons") for, and will pay to the Indemnified Persons, the amount of, any loss,
liability, claim, damage (including, without limitation, incidental and
consequential damages), cost, expense (including, without limitation, interest,
penalties, costs of investigation and defense and the reasonable fees and
expenses of attorneys and other professional experts) or diminution of value,
whether or not involving a third-party claim (collectively, "Damages"), directly
or indirectly arising from, attributable to or in connection with:

        


        
          	
                  (a)  

                	
                  any
      representation or warranty made by Elliot in this agreement or any closing
      deliveries, that is, or was at the time made, false or inaccurate, or any
      breach of, or misrepresentation with respect to, any such representation
      or warranty; and

                


        

        


        
          	
                  (b)  

                	
                  any
      breach by the Elliot of any covenant, agreement or obligation of Elliot
      contained in this agreement.

                


        

        


        
          	
                  (c)  

                	
                  any
      claims or litigation relating to Elliot or DPWS while Elliot was in
      control of DPWS now pending or threatened or which may hereafter be
      brought against Indemnified Persons based upon events occurring prior to
      the date hereof and not attributable to the acts of the Indemnified
      Persons.

                


        

        


        
          	
                  (d)  

                	
                  any
      and all actions, suits, proceedings, claims, demands, assessments,
      judgments, costs, losses, liabilities and reasonable legal and other
      expenses incident to any of the
foregoing.

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

           

        

        
          	
                   
      

                	
                  (3.10.6) Legal Compliance. Each
      corporation shall comply in all material respects with all Federal, state,
      local and other governmental (domestic or foreign) laws, statutes,
      ordinances, rules, regulations (including all applicable securities laws),
      orders, writs, injunctions, decrees, awards or other requirements of any
      court or other governmental or other authority applicable to each of them
      or their respective assets or to the conduct of their respective
      businesses, and use their best efforts to perform all obligations under
      all contracts, agreements, licenses, permits and undertaking without
      default.

                


        

        


        
          	
                   
      

                	
                  (3.10.7) Legal Proceedings.
      Each corporation has no legal proceedings, administrative or regulatory
      proceeding, pending or suspected, which have not been fully disclosed in
      writing to the other.

                


        

        


        
          	
                   
      

                	
                  (3.10.8) No Breach of Other
      Agreements.  This Agreement, and the faithful performance
      of this agreement, will not cause any breach of any other existing
      agreement, or any covenant, consent decree, or undertaking by either, not
      disclosed to the other.

                


        

        


        
          	
                   
      

                	
                  (3.10.9) Capital Stock. The
      issued and outstanding shares and all shares of capital stock of each
      corporation is as detailed herein, that all such shares are in fact issued
      and outstanding, duly and validly issued, were issued as and are fully
      paid and non-assessable shares, and that, other than as represented in
      writing, there are no other securities, options, warrants or rights
      outstanding, to acquire further shares of such
  corporation.

                


        

        


        


        
          	
                   
      

                	
                  (3.10.10) Brokers' or Finder's
      Fees. Each corporation is not aware of any claims for brokers'
      fees, or finders' fees, or other commissions or fees, by any person not
      disclosed to the other, which would become, if valid, an obligation of
      either company.

                


        

        


        (3.11) Miscellaneous
Provisions

        


        
          	
                   
      

                	
                  (3.11.1) Except as required by
      law, no party shall provide any information concerning any aspect of the
      transactions contemplated by this Agreement to anyone other than their
      respective officers, employees and representatives without the prior
      written consent of the other parties hereto. The aforesaid obligations
      shall terminate on the earlier to occur of (a) the Closing, or (b) the
      date by which any party is required under its articles or bylaws or as
      required by law, to provide specific disclosure of such transactions to
      its shareholders, governmental agencies or other third parties. In the
      event that the transaction does not close, each party will return all
      confidential information furnished in confidence to the
      other.  In addition, all parties shall consult with each other
      concerning the timing and content of any press release or news release to
      be issued by any of them.

                


        

        


        
          	
                   
      

                	
                  (3.11.2) This Agreement may be
      executed simultaneously in two or more counterpart originals. The parties
      can and may rely upon facsimile signatures as binding under this
      Agreement, however, the parties agree to forward original signatures to
      the other parties as soon as practicable after the facsimile signatures
      have been delivered.

                


        

        


        
          	
                   
      

                	
                  (3.11.3)
       The Parties to this
      Agreement have no wish to engage in costly or lengthy litigation with each
      other. Accordingly, any and all disputes which the parties cannot resolve
      by agreement or mediation, shall be submitted to binding arbitration under
      the rules and auspices of any competent arbitration
      association.  As a further incentive to avoid disputes, each
      party shall bear its own costs, with respect thereto, and with respect to
      any proceedings in any court brought to enforce or overturn any
      arbitration award. This provision is expressly intended to discourage
      litigation and to encourage orderly, timely and economical resolution of
      any disputes which may occur. This Agreement shall be governed
      by and interpreted in accordance with the laws of the State of Florida,
      U.S.A. applicable to agreements made and to be performed in that state,
      without regard to any of its principles of conflicts of laws or other laws
      which would result in the application of the laws of another
      jurisdiction.  This Agreement shall be construed and interpreted
      without regard to any presumption against the party causing this Agreement
      to be drafted.  In the unlikely event that the parties to this
      Agreement do not enter into binding arbitration in connection with any
      action, suit or proceeding between the parties relating to this Agreement,
      or transactions contemplated hereby and thereby, each of the parties
      unconditionally and irrevocably consents to the exclusive jurisdiction of
      the courts of the State of Florida located in Dade County and the Federal
      District Court for the Southern District of Florida.  Each of
      the parties hereto unconditionally and irrevocably waives any objection to
      venue in Dade County. Each of the parties hereto hereby waives its rights
      to a jury trial of any claim or cause of action based upon or arising out
      of this Agreement or the transactions contemplated hereunder including
      contract claims, tort claims, breach of duty claims and all other common
      law or statutory claims.  Each of the parties hereto hereby
      represents and agrees that each has reviewed this waiver and each
      knowingly and voluntarily waives its rights to a jury trial following
      consultation with legal counsel.  In the event of litigation, a
      copy of this Agreement may be filed as a written consent to a trial by the
      court.

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        


        
          	
                   
      

                	
                  (3.11.4) If any provision of
      this Agreement or the application thereof to any person or situation shall
      be held invalid or unenforceable, the remainder of the Agreement and the
      application of such provision to other persons or situations shall not be
      effected thereby but shall continue valid and enforceable to the fullest
      extent permitted by law.

                


        

        


        
          	
                   
      

                	
                  (3.11.5) No waiver by any party
      of any occurrence or provision hereof shall be deemed a waiver of any
      other occurrence or provision.

                


        

        


        
          	
                   
      

                	
                  (3.11.6) The parties
      acknowledge that both they and their counsel have been provided ample
      opportunity to review and revise this agreement and that the normal rule
      of construction shall not be applied to cause the resolution of any
      ambiguities against any party
presumptively.

                


        

        


        4. Termination. The Plan of
exchange may be terminated by written notice, at any time prior to closing, (i)
by mutual consent, or (ii) by either party during the due diligence
phase.  In the event that termination of the Plan of exchange by
either or both, as provided above, the Plan of exchange shall forthwith become
void and there shall be no liability on the part of either party or their
respective officers and directors.

        


        5. Closing.  The
parties hereto contemplate that the closing of this Plan of Exchange shall occur
no more than three days after all of the conditions precedent have been met or
waived.  The closing deliveries will be made pursuant to this
Agreement. In addition, within 60 days of signing the Plan of Exchange, DPWS
shall issue to the Golden Dragon shareholders 40,000,000 (pre-split) new
investment shares of Common Stock of DPWS, and DPWS shall acquire 100% of the
capital stock of Golden Dragon.

        


        6.  Merger
Clause.  This Plan of Exchange constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof, and such
document supersedes all prior understandings or agreements between the parties
hereto, whether oral or written, with respect to the subject matter hereof, all
of which are hereby superseded, merged and rendered null and void.

         

        IN
WITNESS WHEREOF, The parties hereto, intending to be bound, hereby sign this
Plan of Exchange below as of the date first written above.

         

        DIAMOND
POWERSPORTS INC.

         

        By:
____________________________

        Pierre Elliott,
President

        


         

        Pierre
Elliott (Individually)

         

        By:
____________________________

        Pierre Elliott

         

        


        GOLDEN
DRAGON FOOD & BEVERAGE

        IMPORT
& EXPORT CO. OF HONG KONG LTD.

         

        


        By:             ____________________________

        Cesar I. Cuenca,
President

        


         

        By:             ____________________________

        Frank Yglesias,
Vice-President