exhibit10.htm

Exhibit 10.1


    AGREEMENT
      AND PLAN OF REORGANIZATION

    THIS
      AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) made and entered into as
      of January 29, 2008 by and among, Max Nutrition, Inc., a Nevada corporation
      (hereinafter referred to as the “Company” or “MXNU”), Nicholas Stone (the
“Control Stockholder”) and American Spring Pharmaceutical, Inc., a Delaware
      corporation (the “Buyer” or “ASP”).

    RECITALS

    WHEREAS,
      the Control Stockholder owns a total of 8,200,000 restricted shares of the
      Company’s common stock (“Control Stock”) which shares were not included in the
      Company’s Registration Statement on Form SB-2 number 333-141327ordered effective
      July 23, 2007 (the “Registration Statement”); and

     

    WHEREAS,
      ASP desires to (i) acquire 7,700,000 shares out of the Control Stock (the “Sold
      Shares”) and the Control Stockholder desires to sell the Control Stock for
      $183,000 (the “Purchase Price”)and (ii)  contribute of 100% of the
      registered capital of Gansu Dasheng Biology Science & Technology Stock Co.,
      Ltd., a corporation organized under the laws of The People’s Republic of China
      (“Gansu Dasheng” and the shares being hereinafter called the “Gansu Dasheng
      Shares”) to the Company in exchange for 20,000,000 authorized, but unissued,
      shares of the Company’s common stock (the “Contirbution””) and the Control
      Stockholder desires to sell all of his Sold Shares to ASP for $183,000
      conditioned upon the Contirbution and the Company is willing to accept the
      Contribution on the terms hereinafter set forth .

    AGREEMENT

    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:

    
      	
            	
              1.

            	
              PURCHASE
                OF THE SHARES AND CONSIDERATION

            

            1.1         Shares
      Being Purchased. Subject
      to the terms and conditions of this Agreement, at the closing provided for
      in
      Section 2 hereof (the “Closing”), the Control Stockholder shall sell, assign,
      transfer and deliver to ASP the Sold Shares.

      
      1.2          Consideration.
      Subject to the terms and conditions
      of this Agreement and in consideration of the sale, assignment, transfer and
      delivery of the Sold Shares to ASP, at the Closing ASP shall transfer the Gansu
      Dasheng Shares to the Company and pay the Control Shareholder $183,000, said
      $183,000 (the “Cash Portion”) has been deposited by ASP in an account maintained
      by the attorney for the Control Stockholder to be applied solely in accordance
      with this Agreement and upon closing shall be delivered in accordance with
      the
      written instructions of the Control Stockholder. If this Agreement shall be
      terminated, the Cash Portion shall be returned to ASP.

     

    
      	
            	
              2.

            	
              THE
                CLOSING

            


    

    2.1          Time
      and
      Place. The closing of the
      transactions contemplated by this Agreement shall be held at the offices of
      Gary
      B Wolff, 485 Madison Avenue – Suite 1100, New York, New York 10022 at 2:00 p.m.
      on January 29, 2008, or on such other date and at such other time and place
      as
      the parties may agree upon in writing (the “Closing”).

     

    2.2          Deliveries
      by the Control Stockholder. At the Closing, the
      Control
      Stockholder shall deliver to ASP the stock certificate(s) representing the
      Sold
      Shares, duly endorsed or accompanied by stock power(s) duly executed in blank
      or
      otherwise in form acceptable for transfer on the books of the
      Company.

     

    2.3    Deliveries
      by ASP. At
      the Closing, ASP shall deliver the  Purchase Price to the Control
      Shareholder and Gansu Dasheng Shares to the Company in form acceptable to
      counsel to the Company.

     

    2.4           
      At the Closing, the Company shall deliver a total of 27,700,000 shares of its
      common stock to the parties and the amounts set forth on a schedule
      hereto.

     

    
      	
            	
              3.

            	
              INDIVIDUAL
                REPRESENTATIONS AND WARRANTIES OF THE CONTROL
                STOCKHOLDER

            


    

     

    The
      Control Stockholder, represents and warrants to ASP as follows:

     

    3.1         Title.
      The Control Stockholder owns all of
      the Control Shares and all of the Sold Shares, and shall transfer to ASP at
      the
      Closing good and valid title to the Sold Shares, free and clear of all
      restrictions on transfer (other than any restrictions under federal and state
      securities laws), liens, claims, options, charges, pledges, security interests,
      and encumbrances of every kind, character or description.  The Control
      Stockholder is not a party to any voting trust, proxy, or other agreement or
      understanding with respect to the voting of any capital stock of the
      Company.

     

    3.2         Valid
      and Binding
      Agreement. The Control Stockholder has the full and unrestricted right,
      power and authority and capacity to execute and deliver this Agreement and
      consummate the transactions contemplated herein.  This Agreement has
      been duly executed and delivered by the Control Stockholder and constitutes
      the
      valid and binding obligation of the Control Stockholder, enforceable in
      accordance with its terms.

     

       
      3.3        Non-contravention.
      The execution and delivery of this Agreement and consummation of the
      transactions contemplated hereby do not violate or conflict with or constitute
      a
      default under any contract, commitment, agreement, understanding, arrangement
      or
      restriction of any kind to which the Control Stockholder is a party or by which
      the Control Stockholder or the Control Stockholder’s property is bound, or to
      the knowledge of the Control Stockholder any existing applicable law, rule,
      regulation, judgment, or court order. The Control Stockholder is not and will
      not be required to give any notice to or obtain any consent from any Person
      in
      connection with the execution and delivery of this Agreement or the consummation
      of the transactions contemplated hereby.

     

    3.4
Accurate
      Information.
      To the best of such Control Shareholders knowledge, after due investigation,
      the
      information filed by the Company pursuant to the Securities Act of 1933, as
      amended (the “1933 Act”) and the Securities and Exchange Act of 1934, as amended
      (the “1934 Act”) is true accurate and complete and does not omit any facts,
      necessary to make such documents not misleading.

     

    
      	
            	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES OF ASP.

            


    

     

    ASP
      represents and warrants to the Company and each of the Controlling Shareholders
      as follows:

     

    4.1          Authority.
      ASP has all requisite power and
      authority to enter into this Agreement and to consummate the transactions
      contemplated herein. This Agreement constitutes the valid and binding obligation
      of ASP, enforceable in accordance with its terms.

     

    4.2          Information
      Regarding The Buyer and The Gansu Dasheng Shares. The Buyer has delivered
      to the Company
      and the Control Stockholder a draft Form 8-K to be filed by the Company on
      completion of the transactions contemplated by this Agreement (the “8-K Draft”).
      The 8-K Draft accurately describes the Gansu Dasheng Shares and will not be
      materially changed prior to filing. Counsel to the Company has confirmed the
      8-K
      Draft complies as to form and content with the rules and regulations of the
      Securities and Exchange Commission (“SEC”) in all material
      respects.

     

    4.3         Litigation.
      There is no claim, action suit or
      proceeding, at law or in equity, pending or threatened against Buyer affecting
      any of the Gansu Dasheng Shares, (nor, to the knowledge of the Buyer, is there
      any basis therefore) that might result, either in any case or in the aggregate,
      in any material adverse change in the business of Gansu Dasheng, nor is there
      any judgment, decree, injunction, rule or order of any court, governmental
      department, commission, agency, instrumentality or arbitrator outstanding
      against the Buyer or relating to the Gansu Dashing or the Gansu Dasheng Shares
      having, or which insofar as can be reasonably foreseen, in the future may have,
      any such effect. There is no claim, action, suit or proceeding by the Buyer
      currently pending or which Buyer intends to initiate that might potentially
      result in a counterclaim affecting the Gansu Dashing or the Gansu Dasheng
      Shares.

     

              4.4 No
      Conflict. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not and will not conflict with, or result
      in
      a breach of any term or provision of, or constitute a default under or result
      in
      a violation of any agreement, contract, lease, license or instrument to which
      ASP is a party or by which it or any of his properties or assets are bound,
      or
      any judgment, decree, order, or writ by which ASP is bound or to which it or
      any
      of his properties or assets are subject.

     

              4.5 Consent.
      No consent,
      approval, order or authorization of, or registration, declaration or filing
      with, any court, administrative agency or commission or other governmental
      authority or instrumentality is required by or with respect to ASP or the Gansu
      Dasheng Shares in connection with the execution and delivery of this Agreement
      or the consummation by ASP of the transactions contemplated herein.

    


               4.6         Organization.

     

    4.6(a)    ASP
      is a corporation duly organized,
      validly existing, and in good standing under the laws of the State of Delaware;
      has the corporate power and authority to carry on its business as presently
      conducted; and is qualified to do business as a foreign corporation and is
      in
      good standing under the laws of each state in which either the ownership or
      use
      of the properties owned or used by it, or the nature of the activities conducted
      by it, requires such qualification, except where the failure to be so qualified
      would not have a material adverse effect on the business or financial condition
      of the Company.

    4.6(b)      The
      copies of the Articles of Incorporation, and all amendments thereto, of the
      Company, as certified by the Secretary of State of Delaware, and the bylaws
      of
      ASP and all amendments thereto, as certified by the Secretary of SAP, which
      will
      be delivered to the Company for examination prior to the Closing, are complete
      and correct copies of the Articles of Incorporation and bylaws of ASP in effect
      on the date hereof. All minutes of meetings and actions in writing without
      a
      meeting of the Board of Directors and stockholders of ASP are contained in
      the
      minute book of ASP, which will be delivered to the Company for examination
      prior
      to the Closing, and no minutes or actions in writing without a meeting will
      be
      included in such minute book since delivery to the Company that will not also
      be
      delivered to the Company. The minute book of ASP contains complete and accurate
      records of all meetings and other corporate actions of its Board of Directors
      and stockholders.

    


    


    
      	
            	
              5.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY

            


    

     

    The
      Company represents and warrants to ASP as follows:

     

    5.1          Authority.
      The Company has all requisite
      corporate power and authority to enter into this Agreement and to consummate
      the
      transactions contemplated herein. The execution and delivery of this Agreement,
      and the consummation of the transactions contemplated herein, have been duly
      authorized by all necessary corporate action on the part of the Company. This
      Agreement has been duly executed and delivered by the Company and constitutes
      the valid and binding obligation of the Company, enforceable in accordance
      with
      its terms.

     

    5.2    Organization

     

                    5.2(a)    The
      Company is a corporation duly
      organized, validly existing, and in good standing under the laws of the State
      of
      Nevada; has the corporate power and authority to carry on its business as
      presently conducted; and is qualified to do business as a foreign corporation
      and is in good standing under the laws of each state in which either the
      ownership or use of the properties owned or used by it, or the nature of the
      activities conducted by it, requires such qualification, except where the
      failure to be so qualified would not have a material adverse effect on the
      business or financial condition of the Company.

     

    5.2(b)      The
      copies of the Articles of Incorporation, and all amendments thereto, of the
      Company, as certified by the Secretary of State of Nevada, and the bylaws of
      the
      Company and all amendments thereto, as certified by the Secretary of the
      Company, which will be delivered to ASP for examination prior to the Closing,
      are complete and correct copies of the Articles of Incorporation and bylaws
      of
      the Company in effect on the date hereof. All minutes of meetings and actions
      in
      writing without a meeting of the Board of Directors and stockholders of the
      Company are contained in the minute book of the Company, which will be delivered
      to ASP for examination prior to the Closing, and no minutes or actions in
      writing without a meeting will be included in such minute book since delivery
      to
      ASP that will not also be delivered to ASP. The minute book of the Company
      contains complete and accurate records of all meetings and other corporate
      actions of its Board of Directors and stockholders.

    


    
      	
            	
              5.3

            	
              Capitalization.

            


    

     

    5.3(a)    The
      authorized capital stock of the
      Company consists of 74,000,000 shares of Common Stock, $.0001 par value, of
      which 10,000,000 shares are issued and outstanding and 1,000,000 shares of
      Preferred Stock, $0.0001 par value, of which there are no shares issued and
      outstanding. All of the issued and outstanding shares of Common Stock of the
      Company which consist solely of 10,000,000 shares of common stock previously
      issued and outstanding and 20,000,000 shares of common stock to be issued
      hereunder are or on issuance pursuant to the terms of this Agreement shall
      be
      duly authorized, validly issued, fully paid and non-assessable, are not subject
      to preemptive rights created by statute, the Company’s charter documents or
      bylaws or any agreement to which the Company is a party or by which it is bound,
      and were offered and sold in compliance with applicable state and Federal
      securities laws.

    5.3(b)    There
      are no outstanding options,
      warrants, subscriptions, calls, rights, demands, commitments, convertible
      securities or other agreements or arrangements of any character or nature
      whatsoever to which the Company is a party or by which it is bound obligating
      the Company to issue, deliver or sell, or cause to be issued, sold or delivered,
      additional shares of capital stock of the Company or obligating the Company
      to
      grant, extend or enter into any such option, warrant, subscription, call, right,
      demand, commitment, convertible security or other agreement.

     

    5.4          Equity
      Investments. The Company
      does not own any capital stock or have any interest in any corporation,
      partnership, or other form of business entity.

     

    5.5          Financial
      Statements. The Company
      has delivered to ASP copies of its audited balance sheet for the fiscal year
      ended October 31, 2006 (the “Balance Sheet”) and the related audited statements
      of operations, changes in stockholders’ equity and cash flows for the year ended
      October 31, 2006 together with appropriate notes to such financial statements,
      a
      copy of which is included in the Registration Statement filed by the Company
      with the SEC, and copies of its unaudited balance sheet as of July 31, 2007
      and
      the related unaudited statements of operations, changes in stockholders’ equity
      and cash flows for the three and nine month period ended July 31, 2007 (the
      “Company Financial Statements”), a copy of which is included in the Company’s
      Quarterly Report on Form 10-QSB for the three month period ended July 31, 2007
      filed by the Company with the SEC.  The Company Financial Statements
      have been prepared in accordance with generally accepted accounting principles
      consistently applied, and present fairly the financial condition and results
      of
      operations of the Company at the dates and for the periods covered by the
      Company Financial Statements.

     

    5.6          Absence
      of
      Liabilities. As of the
      date of the date of Closing, the Company does will not have any debts,
      liabilities, or obligations of any nature, including, but not limited to
      expenses and costs, stock transfer fees and accounting fees in connection with
      the Transaction contemplated by this agreement and any agreements relating
      to
      the Company or its shares entered into contemporaneously or substantially
      contemporaneously herewith.

     

    5.7          Tax
      Returns. Within
      the times and in the manner prescribed by law, the Company has filed all
      federal, state, and local tax returns required by law and has paid in full
      all
      taxes, including, without limitation, all net income, gross receipts, sales,
      use, withholding, payroll, employment, social security, unemployment, excise
      and
      property taxes, plus applicable penalties and interest thereon (all such items
      are collectively referred to as “Taxes”) due to, or claimed to be due by, any
      governmental authority. The Balance Sheet fully accrues all current and deferred
      Taxes. The Company has not been delinquent in the payment of any Taxes and
      has
      no tax deficiency or claim outstanding, proposed or assessed against it, and
      there is no basis for any such deficiency or claim. As of the date of Closing,
      the Company will not have any liability for Taxes which has not been paid or
      noted in the Company Financial Statements.

     

    5.8          Litigation.
      There is no claim, action, suit,
      proceeding or investigation, at law or in equity, pending or threatened against
      the Company affecting any of its properties or assets or, to the knowledge
      of
      the Company, against any officer or director of the Company that might result,
      either in any case or in the aggregate, in any material adverse change in the
      business, operations, affairs or condition of the Company or any of its
      properties or assets, or that might call into question the validity of this
      Agreement, or any action taken or to be taken pursuant hereto, nor is there
      any
      judgment, decree, injunction, rule or order of any court, governmental
      department, commission, agency, instrumentality or arbitrator outstanding
      against the Company having, or which, insofar as can be reasonably foreseen,
      in
      the future may have, any such effect.

     

    5.9          Compliance
      with Applicable Law. The
      Company has complied with all applicable laws, regulations, orders and other
      requirements of all governmental entities having jurisdiction over it and its
      assets, properties and operations, except in any case where the failure to
      comply would not have a material adverse effect on the business, assets or
      financial condition of the Company. The Company has not received any notice
      of
      any material violation of any such law, regulation, order or other legal
      requirement, and is not in material default with respect to any order, writ,
      judgment, award, injunction or decree of any governmental entity, applicable
      to
      the Company or any of its assets, properties or operations.

     

    5.10       Contracts
      and Agreements. The
      Company is not a party to or bound by nor are any of its properties and assets
      subject to any contract, instrument, lease, license, agreement, guaranty,
      commitment or undertaking.

     

    5.11       Employees;
      Employee
      Plans. The Company is not a party to or bound by any employment,
      consulting, or retainer agreement, or any profit-sharing, deferred compensation,
      bonus, savings, stock option, stock purchase, or incentive plan or
      agreement.

     

    5.12       No
      Conflict. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not and will not conflict with or result
      in
      a breach of any term or provision of, constitute a default under or result
      in a
      violation of, the Articles of Incorporation or bylaws of the Company, as
      amended, any agreement, contract, instrument, lease, license, agreement or
      undertaking to which the Company is a party or by which it or any of its assets
      are bound, or any judgment, decree, order or writ by which the Company is bound
      or to which it or any of its assets or properties are subject.

     

    5.13       Consent.
      The Company is not required to submit
      any notice, report, statement, or other filing with and no consent, approval,
      order or authorization by any Person is required to be obtained by the Company
      in connection with the execution and delivery of this Agreement, other than
      (a)
      such consents, approvals, orders, authorizations, registrations, declarations
      and filings as may be required under applicable state securities law and (b)
      such other consents, approvals, orders, authorizations, registrations,
      declarations and filings which if not obtained or made would not have a material
      adverse effect on the Company.

     

    5.14       Stockholder
      List. A complete and
      accurate list of the stockholders of record of the Company will be delivered
      to
      ASP prior to the Closing.

     

    5.15       Registration
      Rights. No Person has
      demand or other rights to cause the Company to file any registration statement
      under the Securities Act of 1933 relating to any securities of the Company
      or
      any right to participate in any such registration statement.

     

    
      	
            	
              5.16

            	
              Compliance
                with
                Securities Laws.

            


    

     

    5.16(a)
      All reports required to be filed by the Company with the Securities and Exchange
      Commission (collectively, the “Reports”) have been properly filed and comply in
      all material respects with the requirements of the 1934 Act and the rules and
      regulations promulgated thereunder with respect to such Reports. None of the
      filed Reports contain any untrue statement of a material fact, or fail to state
      any material fact required to be stated therein or necessary to make the
      statements made therein not misleading.

     

    5.16(b)
      No formal or informal investigation or examination by the Securities and
      Exchange Commission or by the securities administrator of any state is pending
      or threatened against the Company.

     

    5.16(c)
      The Company has not been convicted of any felony or misdemeanor in connection
      with the purchase and sale of any security or involving the making of any false
      filing with the Securities and Exchange Commission.

     

    5.16(d)
      The Company is not subject to any order, judgment or decree of any court of
      competent jurisdiction, temporarily or preliminarily restraining or enjoining,
      or subject to any order, judgment or decree of any court of competent
      jurisdiction, permanently restraining or enjoining, the Company from engaging
      in
      or continuing any conduct or practice in connection with the purchase or sale
      of
      any security or involving the making of any false filing with the Securities
      and
      Exchange Commission.

    


    5.16(e)
      The Company does not have a class of securities registered under and is not
      subject to Section 12(g) of the Securities Exchange Act of 1934.

     

    5.17      Investment
      Company. The Company is
      not required to be registered as an investment company under the Investment
      Company Act of 1940, as amended, and neither the Company nor its officers or
      directors are required to be registered as investment advisors under the
      Investment Advisor Act of 1940, as amended.

    
      	
            	
              6.

            	
              COVENANTS
                RELATING TO CONDUCT OF BUSINESS OF THE
                COMPANY

            


    

     

    During
      the period from the date of this Agreement and continuing until the Closing,
      the
      Company agrees (except as expressly contemplated by this Agreement or to the
      extent that ASP shall otherwise consent in writing) that:

     

                6.1          Ordinary
      Course. The
      Company shall not conduct any business or engage in any activities other than
      activities related to the closing of the transactions contemplated by this
      Agreement.  In such connection, the company further represents and
      warrants to ASP that since July 31, 2007,

    


                (a)   there
      has not been any Material Adverse Change in the business, operations,
      properties, assets, or condition of MNXU;

    


                (b)   MNXU
      has not (i) amended its Articles of Incorporation; (ii) declared or made, or
      agreed to declare or make, any payment of dividends or distributions of any
      assets of any kind whatsoever to stockholders or purchased or redeemed, or
      agreed to purchase or redeem, any outstanding capital stock; (iii) made any
      material change in its method of management, operation, or accounting; (iv)
      entered into any material transaction; or (v) made any accrual or arrangement
      for payment of bonuses or special compensation of any kind or any severance
      or
      termination pay to any present or former officer or employee;

    


                    (c) MNXU
      has
      not (i) borrowed or agreed to borrow any funds or incurred, or become subject
      to, any material obligation or liability (absolute or contingent) except
      liabilities incurred in the ordinary course of business; (ii) paid any material
      obligation or liability (absolute or contingent) other than current liabilities
      reflected in or shown on the most recent MNXU balance sheet, and current
      liabilities incurred since that date in the ordinary course of business; (iii)
      sold or transferred, or agreed to sell or transfer, any material assets,
      properties, or rights, or canceled, or agreed to cancel, any material debts
      or
      claims; or (iv) made or permitted any material amendment or termination of
      any
      contract, agreement, or license to which it is a party;

    


                    (d) Notwithstanding
      anything to the contrary in the foregoing, MXNU shall have divested itself
      of
      all of its assets and have not liabilities on the date of the Closing and all
      of
      the business operations of MXNU as described in the MXNU prospectus shall have
      been discontinued.

    


    6.2          Dividends;
      Changes in
      Stock. The Company shall not and shall not propose to (i) declare or pay
      any dividends on or make other distributions in respect of any of its capital
      stock, (ii) split, combine or reclassify any of its capital stock or issue
      or
      authorize the issuance of any other securities in respect of, in lieu of or
      in
      substitution for shares of capital stock of the Company, or (iii) repurchase
      or
      otherwise acquire any shares of its capital stock or rights to acquire any
      shares of its capital stock.

     

    6.3          Issuance
      of
      Securities. The Company
      shall not issue, deliver or sell or authorize or propose the issuance, delivery
      or sale of, any shares of its capital stock of any class or securities
      convertible into, or rights, warrants or options to acquire, any such shares
      or
      other convertible securities.

     

    6.4          Governing
      Documents. The Company
      shall not amend its Articles of Incorporation or Bylaws.

     

    6.5          No
      Contracts or Undertakings.
      The Company shall not become a party to or become bound by or agree to become
      a
      party to or become bound by any contract, instrument, lease, license, agreement,
      commitment or undertaking.

     

    6.6           No
      Obligations or Liabilities. The Company shall
      not incur or agree
      to incur any amount of long or short-term debt for money borrowed, or indemnify
      or agree to indemnify others, or incur or agree to incur any debts, obligations
      or liabilities whatsoever.

    


    
      	
            	
              7.

            	
              ADDITIONAL
                AGREEMENTS

            


    

    
      	
            	
               

            	
               

            
	 	7.1	 Access
              to
              Information.


    

     

    (a)          ASP
      shall afford to the Company and
      shall cause its independent accountants to afford to the Company, and its
      accountants, counsel and other representatives, reasonable access during normal
      business hours during the period prior to the Closing to all information
      concerning the Gansu Dasheng and the Gansu Dasheng Shares, as the Company may
      reasonably request, provided that ASP shall not be required to disclose any
      information which he is legally required to keep confidential. The Company
      will
      not use such information for purposes other than this Agreement and will
      otherwise hold such information in confidence (and the Company will cause its
      consultants and advisors also to hold such information in confidence) until
      such
      time as such information otherwise becomes publicly available, and in the event
      of termination of this Agreement for any reason the Company shall promptly
      return, or cause to be returned, to the disclosing party all documents obtained
      from ASP, and any copies made of such documents, extracts and copies
      thereof.

     

    (b)          The
      Company shall afford to ASP and
      shall cause its independent accountants to afford to ASP and his accountants,
      counsel and other representatives, reasonable access during normal business
      hours during the period prior to the Closing to all of the Company's properties,
      books, contracts, commitments and records and to the audit work papers and
      other
      records of the Company's independent accountants. During such period, the
      Company shall use reasonable efforts to furnish promptly to ASP such information
      concerning the Company as ASP may reasonably request, provided that the Company
      shall not be required to disclose any information that it is legally required
      to
      keep confidential. ASP will not use such information for purposes other than
      this Agreement and will otherwise hold such information in confidence (and
      ASP
      will cause his consultants and advisors also to hold such information in
      confidence) until such time as such information otherwise becomes publicly
      available, and in the event of termination of this Agreement for any reason
      ASP
      shall promptly return, or cause to be returned, to the disclosing party all
      documents obtained from the Company, and any copies made of such documents,
      extracts and copies thereof.

     

    7.2          Communications.
      Between the date hereof and the Closing Date, the Company will not, without
      the
      prior written approval of ASP, furnish any communication to the public if the
      subject matter thereof relates to the other party or to the transactions
      contemplated by this Agreement, except as may be necessary, in the opinion
      of
      their respective counsel, to comply with the requirements of any law,
      governmental order or regulation.

     

    7.3          No
      Shop. From the
      date of this Agreement until the earlier of (i) the Closing Date, or (ii) the
      termination of this Agreement; neither Company nor ASP shall cause their
      respective shareholders, officers, directors, employees and other agents to
      directly or indirectly, take any action to solicit, initiate or encourage any
      offer or proposal or indication of interest in a merger, consolidation or other
      business combination involving any equity interest in, or a substantial portion
      of the assets of itself, other than in connection with the transactions
      contemplated by this Agreement. Each of the parties hereto shall immediately
      advise the other party of the terms of any offer, proposal or indication of
      interest that it receives or otherwise becomes aware of.

     

    7.4          Public
      Announcements. The Company
      and ASP shall consult with each other before issuing any press release or making
      any public statement with respect to this Agreement or the transactions
      contemplated hereby and will not issue any such press release or make any such
      public statement prior to such consultation and without the written consent
      of
      the other party.

     

    7.5          Notices
      of
      Certain Events. In
      addition to any other notice required to be given by the terms of this
      Agreement, each of the parties shall promptly notify the other party hereto
      of:

     

    (a)         any
      notice or other communication from
      any person or entity alleging that the consent of such person or entity is
      or
      may be required in connection with any of the transactions contemplated by
      this
      Agreement;

     

    (b)        any
      notice or other communication from
      any governmental or regulatory agency or authority in connection with the
      transactions contemplated by this Agreement; and

     

    (c)         any
      actions, suits, claims,
      investigations or proceedings commenced or, to its knowledge threatened against,
      relating to or involving or otherwise affecting such party that, if pending
      on
      the date of this Agreement, would have been required to have been disclosed
      pursuant to Sections 3,4 and 5 (as the case may be) or that relate to the
      consummation of the transactions contemplated by this
      Agreement

     

    
      	
            	
              8.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    8.1          Conditions
      to Obligations of the Company. The obligations of
      the Company to
      consummate the transactions contemplated by this Agreement are subject to the
      satisfaction on or before the date of Closing of the following conditions,
      unless waived by the Company:

     

    (a)          Representations
      and Warranties of ASP. The
      representations and warranties of ASP and set forth herein shall be true and
      correct in all material respects as of the date of this Agreement and on the
      date of the Closing.

     

    (b)          Additional
      Closing Documents. The
      Company shall have received such other documents and instruments as are required
      to be delivered pursuant to the provisions of this Agreement or otherwise
      reasonably requested by the Company.

     

    8.2          Conditions
      to Obligations of
      ASP. The obligations of ASP to consummate the transactions contemplated
      by this Agreement are subject to the satisfaction on or before the date of
      Closing of the following conditions unless waived by ASP:

     

    (a)          Representations
      and Warranties of the Company. The representations
      and warranties of
      the Company set forth herein shall be true and correct in all material respects
      as of the date of this Agreement and on the date of Closing, and ASP and shall
      have received a certificate signed by an executive officer of the Company to
      such effect.

     

    (b)          Election
      of
      Directors and Officers. Qi
      Jinjun shall have been elected to the Board of Directors of the Company as
      well
      as its CEO and all of the Company’s officers and directors shall have
      resigned.

                                              

                    (c)          Additional
      Closing
      Documents. ASP shall have received the following documents and
      instruments:  (1)  Certified resolutions of the Company's
      Board of Directors (a) authorizing the execution and delivery of this Agreement
      and the performance by the Company of its obligations hereunder, (b) electing
      persons designated by ASP as the officers and directors of the Company effective
      as of the date of Closing; (2) a current list of the Company's stockholders
      certified by the Company's stock transfer agent; (3) an indemnification
      agreement, in form and substance reasonably acceptable to ASP and its counsel
      wherein the Control Shareholder agrees to indemnify, defend and hold harmless
      each of ASP, the persons designated by ASP to receive shares of the Company’s
      common stock hereunder  and the Company and any subsidiary or
      affiliate thereof and each person who is now, or has been at any time prior
      to
      the date hereof or who becomes prior to the Closing, a shareholder, officer,
      director or partner of ASP, any subsidiary or affiliate thereof or an employee
      of ASP, any subsidiary or affiliate thereof and their respective heirs, legal
      representatives, successors and assigns (the “Dasheng Indemnified Parties”)
      against all losses, claims, damages, costs, expenses (including reasonable
      attorneys’ fees), liabilities or judgments or amounts that are paid in
      settlement of or in connection with any threatened or actual third party claim,
      action, suit, proceeding or investigation based in whole or in part on or
      arising in whole or in part out of (i) any material breach of this Agreement
      by
      the Company or any subsidiary or affiliate thereof, including but not limited
      to
      inaccuracy or breach of any representation or warranty to be true and correct
      at
      or before the Closing, or (ii) any willful or grossly negligent act, omission
      or
      conduct of any officer, director or agent of the Company or any subsidiary
      or
      affiliate thereof prior to the Closing, whether asserted or claimed prior to,
      at
      or after, the Closing and (4) such other documents and instruments as are
      required to be delivered pursuant to the provisions of this Agreement or
      otherwise reasonably requested by ASP.

    


    


    
      	
            	
              9.

            	
              SURVIVAL
                OF REPRESENTATIONS AND WARRANTIES

            


    

     

    The
      representations and warranties contained herein shall survive the Closing,
      but
      shall expire on the first anniversary date following the date of Closing, unless
      a specific claim in writing with respect to these matters shall have been made,
      or any action at law or in equity shall have been commenced or filed before
      such
      anniversary date. Any investigations made by or on behalf of any of the parties
      prior to the date of Closing shall not affect any of the parties’ obligations
      hereunder. Completion of the transactions contemplated herein shall not be
      deemed or construed to be a waiver of any right or remedy of any of the
      parties.

     

    
      	
            	
              10.

            	
              TERMINATION

            


    

     

    10.1       Termination.
      This
      Agreement may be terminated at any time prior to the Closing Date:

     

    (a)          by
      mutual written consent of the Company, the Controlling Stockholders and
      ASP;

     

    (b)          by
      the Company or the Controlling Stockholders if there has been a material breach
      of any representation, warranty, covenant or agreement contained in this
      Agreement by ASP; or

    


    (c)          by
      ASP if there has been a material breach of any representation, warranty,
      covenant or agreement contained in this Agreement by the Company or the
      Controlling Stockholder.

     

    10.2       Effect
      of
      Termination. Termination of this Agreement in accordance with Section
      11.1 may be effected by written notice from either the Company or ASP, as
      appropriate, specifying the reasons for termination and shall not subject the
      terminating party to any liability for any valid termination.

     

    
      	
            	
              11.

            	
              MISCELLANEOUS

            


    

     

    11.1       Further
      Assurances.
      From time to time, at the other party's request and without further
      consideration, each of the parties will execute and deliver to the others such
      documents and take such action as the other party may reasonably request in
      order to consummate more effectively the transactions contemplated
      hereby.

     

    11.2       Payment
      of Fees and
      Expenses. If any legal action or any arbitration or other proceeding is
      brought for the enforcement of this Agreement, or because of an alleged dispute,
      breach, default, or misrepresentation in connection with any of the provisions
      of this Agreement, the successful or prevailing party or parties shall be
      entitled to recover reasonable attorneys' fees and other costs incurred in
      that
      action or proceeding, in addition to any other relief to which it or they may
      be
      entitled.

     

    11.3       Parties
      in
      Interest. Except as
      otherwise expressly provided herein, all the terms and provisions of this
      Agreement shall be binding upon, shall inure to the benefit of and shall be
      enforceable by the respective heirs, beneficiaries, personal and legal
      representatives, successors and assigns of the parties
      hereto.

     

    11.4       Entire
      Agreement; Amendments.
      This Agreement, including the Schedules, Exhibits and other documents and
      writings referred to herein or delivered pursuant hereto, which form a part
      hereof, contains the entire understanding of the parties with respect to its
      subject matter. There are no restrictions, agreements, promises, warranties,
      covenants or undertakings other than those expressly set forth herein or
      therein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to its subject matter. This Agreement may
      be
      amended only by a written instrument duly executed by the parties or their
      respective successors or assigns.

     

    11.5       Headings.
      The section and paragraph headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement.

     

    11.6 Pronouns.
      All
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine or neuter, singular or plural, as the identity of the person, persons,
      entity or entities may require.

    


    11.7       Counterparts.
      This Agreement may be executed in
      several counterparts, each of which shall be deemed an original but all of
      which
      together shall constitute one and the same instrument.

     

    11.8       Governing
      Law. This Agreement shall
      be governed by and construed in accordance with the laws of the State of New
      York as they are applied to contracts executed, delivered and to be performed
      entirely within such state.

     

    11.9       Person.
      For purposes of this Agreement, the
      term “Person” shall mean any individual, corporation, partnership, joint venture
      or other business enterprise or entity and any governmental agency, federal,
      state or local.

     

    11.10     Notices.
      Any and all notices, demands or other
      communications required or desired to be given hereunder by any party shall
      be
      in writing and shall be validly given or made to another party if given by
      personal delivery, telex, facsimile, telegram or if deposited in the United
      States mail, certified or registered, postage prepaid, return receipt requested.
      If such notice, demand or other communication is given by personal delivery,
      telex, facsimile or telegram, service shall be conclusively deemed made at
      the
      time of receipt. If such notice, demand or other communication is given by
      mail,
      such notice shall be conclusively deemed given forty-eight (48) hours after
      the
      deposit thereof in the United States mail addressed to the party to whom such
      notice, demand or other communication is to be given as hereinafter set
      forth:

     

    
      	
            	
              If
                to ASP:

            	
              At
                the address set forth below his name on the signature page of this
                Agreement.

            
	 	 	 


    

    
      	
            	
              If
                to the Company:

            	
              At
                the address set forth below its name on the signature page of this
                Agreement.

            


    

    
      	
               

            	
               
                

            


    

    
      	
               

            	
              Copy
                to: 

            


    

    
      	
               

            	
              Gary
                B. Wolff, P.C. 

            


    

    
      	
               

            	
              485
                Madison Avenue 

            


    

    
      	
               

            	
              New
                York, New York 10022 

            


    

    


    
      	
            	
              If
                to the Controlling Stockholders:

            	
              At
                the address set forth below their name on the signature page of this
                Agreement.

            


    

    
      	
               

            	
               
                

            


    

    
      	
            	
              Copy
                to:

            	
              Frank
                J Hariton, Esq.

            
	 	 	 1065
              Dobbs Ferry Road
	 	 	 White
              Plains, NY 10607


    

     

    
      	
            	
              11.11

            	
              Payment
                of
                Expenses.

            


    

     

    The
      Company and ASP shall each bear their own fees and expenses (including legal
      fees) incurred incident to the preparation and carrying out of the transactions
      contemplated herein.

     

    
      	
            	
              12.

            	
              APPOINTMENT
                OF AGENT

            


    

     

    The
      Company and the Controlling Stockholder hereby irrevocably constitute and
      appoint Gary B Wolff, P.C. as their true and lawful attorney (the “Agent”) with
      full right and power in their names and stead to take any and all action by
      and
      on behalf of them necessary or desirable to consummate the transactions
      contemplated by this Agreement, including without limitation, the right and
      power to receive and distribute the Purchase Price upon their written
      instruction.

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      parties hereto as of the date first above written.

     

    
      	 	 Max
              Nutrition, Inc.
	
            	
              a
                Nevada corporation

            
	 	 


    

    
      	
            	
              By: /s/
                Nicholas
                Stone

            
	 	Name:
              Nicholas Stone, President
	 	Adress:
              8531
              Santa Monica Blvd.
	 	West
              Hollywood, CA 90069
	 	 
	 	 American
              Springs Pharmaceuticals, Inc.


    

    
      	
            	
              a Delaware
                corporation

            
	 	 


      
        	
              	
                By: /s/
                  Huakang
                  Zhou

              
	 	Name:  Huakang
                Zhou, President


      

    

    	
          	Address:    18
            Kimberly Court
	 	 East
            Hanover, NJ 07936