Exhibit
      10.1

     

    PLAN
      OF EXCHANGE

    


    This
      agreement and Plan of Exchange (the “Plan”) is made as of April 25, 2006, by and
      between, Diversified Financial Resources Corporation, a Nevada corporation
      (“Nevada DFRC”) and Diversified Financial Resources Corporation, a Delaware
      corporation (“Delaware DFRC”). Nevada DFRC and Delaware DFRC are sometimes
      referred to as the “Parties.”

    


    Recitals

    


    	A.  	
            Whereas,
              the authorized capital stock of Delaware DFRC consists of 10,000,000,000
              shares of Common Stock, no stated par value of which 2,381,323 shares
              are
              issued and outstanding and 200,000,000 shares of preferred stock, $0.001
              pare value of which 12,113,150 shares are issued and
              outstanding.

          


    	B.  	
            Whereas,
              the authorized capital stock of Nevada DFRC consists of 1,250,000,000
              shares of Common Stock, par value of $0.001 of which 1 share is issued
              and
              outstanding and 200,000,000 shares of preferred stock, $0.001 par value
              of
              which 0 shares are issued and
              outstanding.

          


    	C.  	
            Whereas,
              the board of directors of the Parties hereto deem it advisable and
              to the
              advantage of the Parties that Delaware DFRC’s shareholders exchange their
              shares of common stock for an equal number of shares of Nevada DFRC’s
              common stock and that all operations of the Delaware DFRC be and thereby
              are transferred to Nevada DFRC and the end result of changing the domicile
              from the State of Delaware to the State of
              Nevada.

          


    	D.  	
            Whereas
              this Plan of Exchange will have no effect or change in the nature of
              the
              business or management of the resulting business operations through
              the
              surviving corporation, Nevada DFRC.

          


    


    Agreement

    


    NOW,
      THEREFORE, the Parties do hereby adopt this Plan of Exchange as set forth by
      this agreement and do hereby agree that Delaware DFRC shall in effect merge
      into
      Nevada DFRC on the following terms, conditions and provisions:

    


    1.
      TERMS AND CONDITIONS:

    


    	1.1  	
            Exchange.
              Delaware DFRC shall be merged with and into Nevada DFRC and Nevada
              DFRC
              shall be the surviving corporation effective upon the date this Plan
              of
              Exchange and any other necessary documents are filed with the Secretary
              of
              State for the State of Nevada, (the “Effective
              Date”).

          


    


    	1.2  	
            Succession.
              On the Effective Date, Nevada DFRC shall continue its corporate existence
              under the laws of the State of Nevada and the separate existence and
              corporate existence of Delaware DFRC, except insofar as it may be
              continued by operation of law, shall be terminated and
              cease.

          


    


    	1.3  	
            Transfer
              of Assets and Liabilities.
              On the Effective Date, the rights, privileges, powers and franchises,
              both
              of a public as well as of a private nature, of each of the Parties
              shall
              be vested in and possessed by Nevada DFRC, subject to all of the
              disabilities, duties and restrictions of or upon each of the Parties;
              and
              all and singular rights, privileges, powers and franchises of each
              of the
              Parties, and all property, real, personal and mixed, of each of the
              Parties, and all debts due to each of the Parties on whatever account,
              and
              all things in action or belonging to each of the Parties shall be
              transferred to and vested in Nevada DFRC and all property, rights,
              privileges, powers and franchises, and all and every other interest,
              shall
              be thereafter the property of Nevada DFRC as they were of the Parties,
              and
              the title to any real estate vested by deed or otherwise in either
              of the
              Parties shall not revert or be in any way impaired by reason of this
              Plan
              of Exchange; provided, however, that the liabilities of the Parties
              and of
              their shareholders, directors and officers shall not be affected and
              all
              rights of creditors and all liens upon any property of either of he
              Parties shall be preserved unimpaired, and any claim existing or action
              or
              proceeding pending by or against either of the Parties may be prosecuted
              to judgment as if the Plan of Exchange had not taken place, except
              as they
              may be modified with the consent of such creditors and all debts,
              liabilities and duties of or upon each of the Parties shall attach
              to
              Nevada DFRC, and may be enforced against it to the same extent as if
              such
              debts, liabilities and duties had been incurred or contracted by Nevada
              DFRC.

          


     

    
      
         

      

      
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    	1.4  	
            Common
              Stock of Delaware DFRC and Nevada DFRC.
              On the Effective Date, by virtue of the Plan of Exchange and without
              any
              further action on the part of the Parties or their shareholders, (i)
              each
              shares of Common Stock of Delaware DFRC issued and outstanding immediately
              prior thereto shall be converted into shares of fully paid and
              nonassessable shares of the Common Stock of Nevada DFRC at a ration
              of one
              (1) to one (1), and (ii) each share of Common Stock of Nevada DFRC
              issued
              and outstanding immediately prior thereto shall be canceled and returned
              to the status of authorized but unissued
              shares.

          


    


    	1.5  	
            Stock
              Certificates.
              On and after the Effective Date, all of the outstanding certificates
              which
              prior to that time represented shares of the Common Stock or Preferred
              Stock of Delaware DFRC shall be deemed for all purposes to evidence
              ownership of and to represent the same number and class of shares of
              Nevada DFRC into which the shares of Delaware DFRC represented by such
              certificates have been converted as herein provided and shall be so
              registered on the books and records of Nevada DFRC and/or its transfer
              agent(s). The registered owner of any such outstanding stock certificate
              shall, until such certificate shall have been surrendered for transfer
              or
              conversion or otherwise accounted for to Nevada DFRC or its transfer
              agent, have and be entitled to exercise any voting and other rights
              with
              respect to and to receive any dividend and other distributions upon
              the
              shares of Nevada DFRC evidenced by such outstanding certificate as
              above
              provided.

          


    


    	2.  	
            CHARTER
              DOCUMENT, DIRECTORS AND OFFICERS

          


    


    	2.1  	
            Articles
              of Incorporation and Bylaws.
              The Articles of Incorporation and Bylaws of Nevada DFRC in effect on
              the
              Effective Date shall continue to be the Articles of Incorporation and
              Bylaws of the surviving corporation, Nevada
              DFRC.

          


    


    	2.2  	
            Directors.
              The directors of Nevada DFRC immediately preceding the Effective Date
              shall become the directors of the surviving corporation, Nevada DFRC
              and
              shall serve as such until their successors are duly elected and
              qualified.

          


    	2.3  	
            Officers.
              The officers of Nevada DFRC immediately preceding the Effective Date
              shall
              become the officers of the surviving corporation, Nevada DFRC, on and
              after the Effective Date to serve at the pleasure of its Board of
              Directors

          


    


    	3.  	
            MISCELLANEOUS

          


    


    	3.1  	
            Further
              Assurances.
              From time to time, and when required by Nevada DFRC or by its successors
              and assigns, there shall be executed and delivered on behalf of Delaware
              DFRC such deeds and other instruments, and there shall be taken or
              caused
              to be taken by it such further and other action, as shall be appropriate
              or necessary in order to vest or perfect in or to conform of record
              or
              otherwise, in Nevada DFRC the title to and possession of all the property,
              interests, assets, rights, privileges, immunities, powers, franchises
              and
              authority of Delaware DFRC and otherwise to carry out the purpose of
              this
              Plan of Exchange, and the officers and directors of the surviving
              corporation are fully authorized in the name and on behalf of Delaware
              DFRC or otherwise to take any and all such action and to execute and
              deliver any and all such deeds and other
              instruments.

          


     

    
      
         

      

      
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    	3.2  	
            Amendment.
              At any time before or after approval by the shareholders of Delaware
              DFRC,
              this Plan of Exchange may be amended in any manner (except that, after
              the
              approval of the Plan of Exchange by the shareholders of Delaware DFRC,
              the
              principal terms may not be amended without the further approval of
              the
              shareholders of Delaware DFRC) as may be determined in the judgment
              of the
              respective Board of Directors of the Parties hereto, to be necessary,
              desirable or expedient in order to clarify the intention of the Parties
              hereto or to effect or facilitate the purpose and intent of this Plan
              of
              Exchange.

          


    


    	3.3  	
            Conditions.
              The obligations of the Parties to effect the Plan of Exchange contemplated
              hereby is subject to satisfaction of the following conditions (any
              or all
              of which may be waived by either of the Parties in its sole discretion
              to
              the extent permitted by law): the Plan of Exchange shall have been
              approved by the shareholders of Delaware DFRC in accordance with
              applicable provisions of the law of the State of Delaware and any and
              all
              consents, permits, authorizations, approvals, and orders deemed in
              the
              sole discretion of Delaware DFRC to be material to consummation of
              the
              Plan of Exchange shall have been
              obtained.

          


    


    	3.4  	
            Abandonment
              or Deferral.
              At any time before the Effective Date, this Plan of Exchange may be
              terminated and the plan abandoned by the Board of Directors of either
              Party or both, notwithstanding the approval of this Plan of Exchange
              by
              the shareholders of Delaware DFRC or Nevada DFRC, or the consummation
              of
              the Plan of Exchange may be deferred for a reasonable period of timeif,
              in
              the opinion of the Board of Directors of both parties hereto, such
              action
              would be in the best interest of such the Parties. In the event of
              termination of this Plan of Exchange, this agreement shall become void
              and
              of no effect and there shall be no liability on the part of either
              Party
              or their respective Board of Directors, or shareholders, with respect
              thereto, except that Delaware DFRC shall pay all expenses incurred
              in
              connection with the Plan of Exchange or in respect of this Plan of
              Exchange or relating thereto.

          


    


    


    	3.5  	
            Counterparts.
              In order to facilitate the filing and recording of this Plan of Exchange,
              the same may be executed in any number of counterparts, each of which
              shall be deemed to be an original.

          


    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Plan of Exchange, having been first duly approved by
      the
      Board of Directors of Delaware DFRC and Nevada DFRC, is hereby executed on
      behalf of each said corporation and attested by their respective officers
      signature herein below and as duly authorized.

    


    DIVERSIFIED
      FINANCIAL RESOURCES CORPORATION-a Nevada Corporation

    


    By:_____________________________

        
Elson
      Soto, Jr., President and Director

    


    DIVERSIFIED
      FINANCIAL RESOURCES CORPORATION-a Delaware Corporation

    


    


    By:_____________________________

        
Elson
      Soto, Jr., President and Director

    
 

    
      
         

      

      
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