PLAN OF EXCHANGE
                                    BY WHICH
                                 XENICENT, INC.
                         (A NORTH CAROLINA CORPORATION)
                                  SHALL ACQUIRE
                        HEILONGJIANG PINGCHUAN YI LIAO QI
                              XIE YOU XIAN GONG SI
   (A CORPORATION ORGANIZED UNDER THE LAWS OF THE PEOPLES' REPUBLIC OF CHINA)

<PAGE>

     I.  RECITALS                                                              1

1. The Parties to this Agreement:                                              1
     (1.1)  Xenicent, Inc.                                                     1
     (1.2)  Heilongjiang Pingchuan Yi Liao Qi Xie You Xian Gong Si             1
     (1.3)  Duane Bennett                                                      1

2. Capital of the Parties:                                                     1
     (2.1)  The Capital of XCEN                                                1
     (2.2)  The Capital of  Heilongjiang Pingchuan Yi
            Liao Qi Xie You Xian Gong Si                                       1

3. Transaction Descriptive Summary:                                            1

4. SEC compliance.                                                             2

5. North Carolina compliance.                                                  2

6. Audited Financial Statements.                                               2

     II. PLAN OF EXCHANGE                                                      3

1. Conditions Precedent to Closing.                                            3
     (1.1)  Shareholder Approval.                                              3
     (1.2)  Board of Directors.                                                3
     (1.3)  Due Diligence Investigation.                                       3
     (1.4)  The rights of dissenting shareholders,                             3
     (1.5)  All of the terms, covenants and conditions                         3
     (1.6)  The representations and warranties                                 3
     (1.7)  Certificate of Duane Bennett                                       4

2. Conditions Concurrent and Subsequent to Closing.                            4
     (2.1)  Share Cancellation.                                                4
     (2.2)  Acquisition Share Issuance.                                        4

3. Plan of Exchange                                                            5
     (3.1)  Exchange of  Shares:                                               5
     (3.2)  Conversion of Outstanding Stock:                                   5
     (3.3)  Closing/Effective Date:                                            5
     (3.4)  Surviving Corporations                                             5
     (3.5)  Rights of Dissenting Shareholders:                                 5
     (3.6)  Service of Process:                                                5
     (3.7)  Surviving Articles of Incorporation:                               5
     (3.8)  Surviving By-Laws:                                                 5
     (3.9)  Further Assurance, Good Faith and Fair Dealing:                    5
     (3.10) General Mutual Representations and Warranties.                     6
          (3.10.1)  Organization and Qualification.                            6
          (3.10.2)  Corporate Authority.                                       6
          (3.10.3)  Ownership of Assets and Property.                          6
          (3.10.4)  Absence of Certain Changes or Events.                      6
          (3.10.5)  Absence of Undisclosed Liabilities.                        7
          (3.10.6)  Legal Compliance.                                          7
          (3.10.7)  Legal Proceedings.                                         8
          (3.10.8)  No Breach of Other Agreements.                             8
          (3.10.9)  Capital Stock.                                             8
          (3.10.10) SEC Reports, Liabilities and Taxes                         8
          (3.10.11) Brokers' or Finder's Fees.                                 9
     (3.11) Miscellaneous Provisions                                           9
          (3.11.1)                                                             9
          (3.11.2)                                                             9
          (3.11.3)                                                             9
          (3.11.4)                                                             9
          (3.11.5)                                                             9
          (3.11.6)                                                             9

4. Termination.                                                               10

5. Closing                                                                    10

6. Execution in Counterparts

Signatures




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                                PLAN OF EXCHANGE
                                    BY WHICH
                                 XENICENT, INC.
                         (A NORTH CAROLINA CORPORATION)
                                  SHALL ACQUIRE
             HEILONGJIANG PINGCHUAN YI LIAO QI XIE YOU XIAN GONG SI
           (A CORPORATION ORGANIZED UNDER THE LAWS OF THE P.R. CHINA)

     THIS  PLAN  OF  EXCHANGE  is made and dated this 22nd day of June, 2004, to
supersede  all  previous  agreements, if any between the parties. This Agreement
anticipates  extensive  due  diligence by both parties, and may be terminated by
written  notice,  at any time (i) by mutual consent; (ii) by either party during
the  due  diligence  phase.

     I.  RECITALS

1.  THE  PARTIES  TO  THIS  AGREEMENT:1.  THE  PARTIES TO THIS LETTER OF INTENT:

     (1.1)  XENICENT,  INC.  ("XCEN"),  a  North  Carolina  corporation.

     (1.2)  HEILONGJIANG  PINGCHUAN  YI  LIAO  QI  XIE  YOU  XIAN  GONG  SI,
            a  corporation  organized  under  the  laws  of  the  P.R.  China
            ("Pingchuan").

     (1.3)  DUANE  BENNETT, Chairman of the Board and controlling shareholder of
            XCEN  ("Bennett").

2.  THE  CAPITAL  OF  THE  PARTIES:  2.  THE  CAPITAL  OF  THE  PARTIES:

     (2.1)  THE  CAPITAL  OF  XCEN  consists  of  50,000,000  shares  of  common
            voting  stock of $0.001  par  value  authorized, of which 10,562,020
            (pre-reverse  stock  split)  shares  are  issued  and  outstanding.

     (2.2)  THE  CAPITAL  OF  PINGCHUAN  consists of RMB 1,030,000 in registered
            capital,  which  for  the  purposes of  this Agreement, are referred
            to  as  "common  stock"  or  "capital  stock".

3.  TRANSACTION  DESCRIPTIVE  SUMMARY: XCEN  desires  to  acquire Pingchuan  and
the  shareholders  of Pingchuan (the "Pingchuan Shareholders") wish Pingchuan to
be acquired by a public company. XCEN would acquire 100% of the capital stock of
Pingchuan  for  70,000,000 new shares of XCEN. XCEN would cause the cancellation
of  7,800,000  (pre-reverse  stock  split)  shares  of its outstanding shares of
common  stock  in  exchange  for  a  payment  by  Pingchaun and/or the Pingchuan
Shareholders  of  $400,000, less related expenses, in the aggregate. 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  for  the  parties, with reference to Internal Revenue Code
(IRC)  sections  354  and  368.

4.  SEC COMPLIANCE.  XCEN  shall  cause  the  filing  and  the  mailing  to  its
stockholders  of  an Information Statement on Schedule 14F-1 pursuant to Section
14(f)  of  the Securities Exchange Act of 1934, as amended, which is required to
be  filed  and  mailed  ten days before a change in the majority of the Board of
Directors  of  XCEN  other  than  at  a  shareholders'  meeting.

5.  NORTH  CAROLINA  COMPLIANCE.  Articles  of  Exchange  are  required  to  be
filed  by  North  Carolina law as the last act to make the acquisition final and
effective  under  North  Carolina  law.

6.  AUDITED FINANCIAL STATEMENTS.  Certain filings under the Securities Exchange
Act  of  1934,  such  as a Current Report on Form 8-K, require audited financial
statements  of  Pingchuan to be filed with the SEC within 75 days of closing. In
connection  with  XCEN's  (or  as  its  name  may be changed by agreement of the
parties)  filing  of a Current Report on Form 8-K post closing, as it relates to
this transaction, audited financial statements of Pingchuan will be prepared and
filed  with  the  SEC.

7.  INCREASE  IN XCEN CAPITALIZATION AND NAME CHANGE.   Bennett shall cause XCEN
to  hold  a  special  shareholders'  meeting  and shall vote in favor of  (i) an
increase in the authorized common stock of XCEN to 100,000,000 and (ii) a change
in  the  corporate  name of XCEN to such name as may be designated by Pingchuan.
In  connection  therewith, XCEN shall file with the SEC and mail to shareholders
an  Information  Statement  on  Schedule  14C.


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<PAGE>

     II. PLAN  OF  EXCHANGE

1.  CONDITIONS  PRECEDENT  TO  CLOSING.

     (1.1)  SHAREHOLDER  APPROVAL.  Each  corporate  party  shall  have  secured
            shareholder  approval  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  corporate
            party  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 expire on
            the  Closing Date.  The  Closing Date shall be June 22, 2004, 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.

     (1.5)  ALL  OF  THE  TERMS,  COVENANTS  AND  CONDITIONS  of  the Plan  of
            exchange  to  be  complied  with  or  performed  by  each  party for
            Closing  shall  have  been  complied with, performed  or  waived  in
            writing;  and

     (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.  In addition, it
            shall  be  a  condition  precedent  of  Pingchuan's  obligation  to
            consummate  the  closing  that  a  certificate  of  good standing on
            XCEN shall have been delivered  to  it  by the Secretary of State of
            North  Carolina.

     (1.7)  CERTIFICATE  OF  BENNETT.  It  shall  be  a  condition  precedent to
            Pingchuan's  obligation  to  consummate  the  closing  that  a
            certificate  of  Bennett  in  substantially  the  following  form be
            delivered  to  it  at  or  prior  to  closing:

               (I)  XCEN  is  a corporation duly organized, validly existing and
                    in  good  standing  under  the  laws  of  the State of North
                    Carolina  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  XCEN  are  accurately  and
                    completely  set  forth  in  the  Plan  of  Exchange.
               (III)The  issued  and outstanding  shares  of XCEN (including the
                    70,000,000  new  shares of XCEN common stock to be issued at
                    closing)  have  been  duly authorized and validly issued and
                    are  fully  paid  and  non-assessable.
               (IV) XCEN  has  the  full  right,  power  and  authority to sell,
                    transfer  and  deliver  70,000,000  new shares of its common
                    stock  to  the Pingchuan Shareholders, and, upon delivery of
                    the certificates representing such shares as contemplated in
                    the  Plan  of  Exchange,  will  transfer  to  the  Pingchuan
                    Shareholders  good, valid and marketable title thereto, free
                    and  clear  of  all  liens.
               (V)  To  the  best  of  his  knowledge,  there  is no litigation,
                    proceeding  or  governmental  investigation  pending  or
                    threatened  against  or  relating  to  XCEN.
               (VI) XCEN  has  taken  all  steps  in connection with the Plan of
                    Exchange  and  the  issuance  of shares thereunder 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.


2.  CONDITIONS CONCURRENT AND SUBSEQUENT TO CLOSING.

     (2.1)  SHARE  CANCELLATION. Immediate  upon  or  prior to the Closing, XCEN
            shall  have  accepted  the  cancellation  of  7,800,000 (pre-reverse
            stock  split)  shares,  such  that  XCEN  shall  have  no  more than
            2,762,020  (pre-reverse  stock  split)  shares  issued  and
            outstanding,  before  the  issuance  of  new  shares  as  provided
            herein.  Payment  for  the  cancelled  shares  shall  be made by the
            Pingchuan  and/or  the  Pingchuan  Shareholders  in  the  amount  of
            $400,000 in the aggregate. XCEN adopted a 5:1  reverse  stock  split
            on  March  30,  2004,  which  was  effective  on  April  20,  2004.

     (2.2)  ACQUISITION  SHARE  ISSUANCE.  Immediately  upon  the  Closing, XCEN
            shall  issue  the  acquisition  shares  and  cancel  certain  other
            shares,  as  follows  (all  share  figures are in post-reverse split
            numbers):


                         XCEN  Issued                       2,112,404
                         ----------------------------     -----------
                         Share  Cancellation               (1,560,000)
                         ----------------------------     -----------
                         Subtotal                             552,404
                         ----------------------------     -----------
                         Acquisition  Share  Issuance      70,000,000
                         ----------------------------     -----------
                         Resulting  Total                  70,552,404
                         ----------------------------     -----------

3.  PLAN  OF  EXCHANGE

     (3.1)  EXCHANGE  AND  REORGANIZATION:  XCEN  and  Pingchuan shall be hereby
            reorganized,  such that XCEN  shall  acquire  100% the capital stock
            of  Pingchuan,  and  Pingchuan  shall  become  a  wholly-owned
            subsidiary  of  XCEN.

     (3.2)  CONVERSION  OF  OUTSTANDING  STOCK:  Forthwith  upon  the  effective
            date  of  the  Plan,  XCEN  shall  issue 70,000,000  new  investment
            shares  of its common stock  to  or  for the Pingchuan Shareholders.

     (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,  compliance  with  Section 14 of the Securities
            Exchange  Act of 1934,  and  the  filing of Articles of Exchange, if
            applicable  under  State  Law.  Closing  shall  occur  when  all
            requirements  have been  met.  The  parties anticipate the filing of
            a  Schedule 14-F  Information  Statement  at least ten days prior to
            any  change  in  control  of  the  Board  of  Directors  of XCEN.

     (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 State of
            incorporation.

     (3.5)  RIGHTS  OF  DISSENTING  SHAREHOLDERS:  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 XCEN is P.O.
            Box  243,  Chimney  Rock,  North  Carolina  28720.  The  address  of
            Pingchuan is No. 32, Ganshui  Road,  Nangang District,  Harbin, P.R.
            China.  The  address  of the  Pingchuan  Shareholders  is in care of
            Pingchuan at No. 32, Ganshui Road,  Nangang  District,  Harbin, P.R.
            China.

     (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,  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)  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;

             (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 (except for XCEN's proposed cancellation
                         of shares of common stock) 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, except
                     for  any liabilities  that may result from a restatement of
                     financial statements  arising out of the disposition of the
                     Giantek subsidiary.

           (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) SEC  REPORTS,  LIABILITIES  AND TAXES.
                    (i)  XCEN  has  filed  all required registration statements,
                         prospectuses, reports, schedules, forms, statements and
                         other documents required to be filed by it with the SEC
                         since the date of its registration under the Securities
                         Act  of  1933,  as amended (collectively, including all
                         exhibits  thereto, the "XCEN SEC Reports"). None of the
                         XCEN  SEC  Reports,  as  of  their  respective  dates,
                         contained  any  untrue  statements  of material fact or
                         failed  to  contain any statements which were necessary
                         to  make  the  statements made therein, in light of the
                         circumstances, not misleading, except for any statement
                         arising  out of a restatement of financial results that
                         may  be  caused  by  the  disposition  of  the  Giantek
                         subsidiary.  All  of  the XCEN SEC Reports, as of their
                         respective  dates  (and as of the date of any amendment
                         to  the  respective  XCEN  SEC Reports), complied as to
                         form  in  all  material  respects  with  the applicable
                         requirements of the Securities Act and the Exchange Act
                         and  the  rules and regulations promulgated thereunder.

                    (ii) Except as disclosed in the XCEN SEC Reports filed prior
                         to  the date hereof, XCEN and its Subsidiaries have not
                         incurred any liabilities or obligations (whether or not
                         accrued,  contingent or otherwise) that are of a nature
                         that  would  be  required  to be disclosed on a balance
                         sheet  of  XCEN  and  its Subsidiaries or the footnotes
                         thereto  prepared  in  conformity with GAAP, other than
                         (A)  liabilities  incurred  in  the  ordinary course of
                         business,  (B)  liabilities  that  would  not,  in  the
                         aggregate,  reasonably  be  expected to have a material
                         adverse  effect on XCEN, or (C) liabilities that may be
                         reflected  in  XCEN's  balance  sheet  as a result of a
                         restatement  of  financial  results  arising out of the
                         disposition  of  the  Giantek  subsidiary.

                    (iii)Except  as  disclosed  in  the XCEN  SEC  Reports filed
                         prior  to  the  date  hereof,  XCEN  and  each  of  its
                         Subsidiaries  (i)  have prepared in good faith and duly
                         and  timely filed (taking into account any extension of
                         time  within  which  to  file) all material tax returns
                         required  to be filed by any of them and all such filed
                         tax  returns  are complete and accurate in all material
                         respects;  (ii)  have  paid all taxes that are shown as
                         due  and payable on such filed tax returns or that XCEN
                         or any of its Subsidiaries are obligated to pay without
                         the  filing  of a tax return; (iii) have paid all other
                         assessments  received to date in respect of taxes other
                         than  those  being  contested  in  good faith for which
                         provision  has been made in accordance with GAAP on the
                         most  recent balance sheet included in XCEN's financial
                         statements;  (iv)  have  withheld from amounts owing to
                         any  employee,  creditor  or  other  person  all  taxes
                         required  by  law  to be withheld and have paid over to
                         the  proper  governmental  authority in a timely manner
                         all  such  withheld  amounts  to  the  extent  due  and
                         payable; and (v) have not waived any applicable statute
                         of limitations with respect to United States federal or
                         state  income or franchise taxes and have not otherwise
                         agreed  to  any  extension  of  time  with respect to a
                         United  States federal or state income or franchise tax
                         assessment  or  deficiency.

           (3.10.11) 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 the American
                     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.

           (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. The Agreement
                     shall be  governed  by and construed in accordance with the
                     laws of  the  State  of  North  Carolina.

4.  TERMINATION.  The  Plan  of exchange may be terminated by written notice, at
any  time  prior to closing, by either party whether before or after approval by
the  shareholders of either or both; (i) by mutual consent; (ii) by either party
during  the due diligence phase, or (iii) by either party, in the event that the
transaction  represented  by  the  anticipated  Plan  of  exchange  has not been
implemented  and  approved  by the proper governmental authorities 120 days from
the  of this Agreement. 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 in escrow pursuant to an Escrow Agreement dated March 22,
2004.  The  Escrow  Agreement  provides  that  the exchange transaction shall be
consummated  when  and  if  (i)  all necessary filings are made with the SEC and
other state regulatory authorities to effect the exchange transaction, (ii) XCEN
effects a change of its name to such name as may be designated by Pingchuan, and
(iii)  XCEN  effects  a change of its ticker symbol to such new ticker symbol as
the NASDAQ shall designate.  The date on which the last of the escrow conditions
is satisfied and a change of control of XCEN occurs is referred to herein as the
"Closing Date".  On the Closing Date, a certificate for the 70,000,000 shares of
XCEN  common  stock  will  be  delivered  to  Pingchuan  for distribution to the
Pingchuan  Shareholders  and  Bennett  shall  be paid by Pingchuan the remaining
$100,000  payment   due for the cancellation of Bennett's 7,800,000 shares.  The
parties  acknowledge  that  the  Escrow  Agreement  has a default provision that
governs the rights of the parties in the event that any payments are not made on
a  timely  basis  and  accept  the  terms  thereof.

6.  EXECUTION  IN COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  and when all of the counterparts are put together it shall be one
document  and  shall  be  a  binding  contract.



             The Remainder of this Page is Intentionally left Blank


<PAGE>

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


XENICENT,  INC.                               HEILONGJIANG  PINGCHUAN  YI  LIAO
                                              QI  XIE  YOU  XIAN  GONG  SI


By:  /s/  Duane  Bennett                      By:  /s/  Hu,  Zhanwu
     -------------------                           ----------------
     Duane  Bennett,  Chairman                     Hu,  Zhanwu


DUANE  BENNETT


By:  /S/  Duane  Bennett
     -------------------
     Duane  Bennett
    (Individually)