Exhibit 10.1


     

    Exhibit
      10.1


     

     

     

    PLAN
      OF EXCHANGE

    BY
      WHICH

    DIVERSIFIED
      FINANCIAL RESOURCES CORP.

    (a
      Delaware corporation)

    SHALL
      ACQUIRE

    JIANG
      XI TAI NA GUO YE YOU XIAN GONG SI

    (a
      corporation organized under the laws of the Peoples’ republic of
      China)

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    I.
      RECITALS

     

    1.
      The
      Parties to this Plan of Exchange:

    (1.1)
      Diversified
      Financial Resources Corp....

    (1.2)
      Jiang Xi Tai Na Guo Ye You Xian Gong Si.

     

    2.
      The
      Capital of the Parties:

    (2.1)
      The
      Capital of DVFN

    (2.2)
      The
      Capital of Orange

     

    3.
      Transaction Descriptive Summary:

     

    4.
      SEC
      compliance.

     

    5.
      Delaware compliance.

     

    6.
      Audited Financial Statements.

     

    II.
      PLAN OF REOGANIZATION

     

    1.
      Conditions Precedent to Closing.

    (1.1)
      Shareholder Approval.

    (1.2)
      Board of Directors.

    (1.3)
      Due
      Diligence Investigation.

    (1.4)
      The
      rights of dissenting shareholders,

    (1.5)
      All
      of the terms, covenants and conditions

    (1.6)
      The
      representations and warranties

    (1.7)
      Certificate of majority shareholders of DVFN

      
      (1.8) Absence of DVFN Liabilities.........................................................................................  
4

      
      (1.9) Delivery of Audited Financial Statements..............................................................................4


     

    2.
      Conditions Concurrent and Subsequent to Closing.

    (2.1)
      Delivery
      of Registered Capital of Orange.

     
       (2.2)
      Acquisition Share Issuance..............................................................................................5

     

    3.
      Plan
      of Acquisition

    (3.1)
      Reorganization and Acquisition:

    (3.2)
      Conversion of Outstanding Stock:

    (3.3)
      Closing/Effective Date:

    (3.4)
      Surviving Corporations

    (3.5)
      Rights of Dissenting Shareholders:

    (3.6)
      Service of Process:

    (3.7)
      Surviving Articles of Incorporation:

    (3.8)
      Surviving By-Laws:

    (3.9)
      Further Assurance, Good Faith and Fair Dealing:

    (3.10)
      General Mutual Representations and Warranties.

    (3.10.1)
      Organization and Qualification.

    (3.10.2)
      Corporate Authority.

    (3.10.3)
      Ownership of Assets and Property.

    (3.10.4)
      Absence of Certain Changes or Events.

    (3.10.5)
      Absence of Undisclosed Liabilities.

    (3.10.6)
      Legal Compliance.

    (3.10.7)
      Legal Proceedings.

    (3.10.8)
      No Breach of Other Agreements.

    (3.10.9)
      Capital Stock.

    (3.10.10)
      Brokers' or Finder's Fees.

    (3.11)
      Miscellaneous Provisions

    (3.11.1)

    (3.11.2)

    (3.11.3)

    (3.11.4)

    (3.11.5)

    (3.11.6)

    


    4.
      Termination ...............................................................................................................................10

    


    5.
      Closing....................................................................................................................................10

    


    6.
      Execution in Counterparts.............................................................................................................. 11

    


    7.
      Merger
      Clause...........................................................................................................................11 

     

    


    


    


    The
      Remainder of this Page is Intentionally left Blank 

     

     

     

    
      
        
        

      

      
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      PLAN
        OF EXCHANGE

      BY
        WHICH

      Diversified
        Financial Resources Corp.

      (a
        Delaware corporation)

      SHALL
        ACQUIRE

      Jiang
        Xi Tai Na Guo Ye You Xian Gong Si

      (a
        corporation organized under the laws of the Peoples’ Republic of
        China)

    

    


        This
      Plan of Exchange (the
      “Agreement” or “Plan of Exchange”) is
      made
      and dated as of this 1st
      day of
      April, 2006, and is intended to supersede all previous oral or written
      agreements, if any, between the parties, with respect to its subject matter.
      Notwithstanding the foregoing, it is subject to, and shall be interpreted
      together with that certain Letter of Intent, dated March ___, 2006 and the
      Escrow Agreement, dated March ___, 2006. This Agreement anticipates that
      extensive due diligence shall have been performed by both parties. As stated
      in
      the Letter of Intent, all due diligence shall have been completed by the Parties
      no later than March 28, 2006.

    


    I.
      RECITALS

    


    1.
      The Parties to this Agreement:

    


    (1.1)
      Diversified Financial Resources, Corp. ("DVFN"), a
      Delaware corporation.

    


    (1.2)
      Jiang Xi Tai Na Guo Ye You Xian Gong Si, a
      corporation organized under the laws of the Peoples’ Republic of China
      (“Orange”).

    


    2.
      The Capital of the Parties: 

    


    (2.1)
      The Capital of DVFN consists
      of 10,000,000,000 authorized shares of common voting stock, no par value, of
      which 2,381,323 shares are issued and outstanding, and 200,000,000 authorized
      shares of preferred stock, designated as convertible Series A and
      non-convertible Series B, of which 13,150 shares of Series A preferred stock
      and
      12,100,000 shares of Series B non-convertible preferred stock issued and
      outstanding. Series A preferred stock is entitled to one hundred (100) votes
      for
      each share held and the redemption provision at option of directors for $10
      per
      share plus the greater of $3 per share or 50% of market capitalization divided
      by 2,000,000; Series B preferred stock is entitled to five hundred (500) votes
      for each share held. Voting rights are not subject to adjustment for splits
      that
      increase or decrease the common shares outstanding.

     

    
      
        
        

      

      
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    (2.2)
      The Capital of Orange consists
      of RMB 500,000 in registered capital (US$1=8.11 RMB), which for the purposes
      of
      this Agreement, is referred to as “common stock” or “capital
      stock”.

    


    3.
      Transaction Descriptive Summary:
      DVFN
      desires to acquire Orange and the shareholders of Orange (the “Orange
      Shareholders”) desire Orange to be acquired by a public company. DVFN would
      acquire 100% of the capital stock of Orange in exchange for the issuance by
      DVFN
      of 375,000,000 new investment shares of common stock of DVFN. In addition,
      Orange and/or the Orange Shareholders would acquire 13,150 convertible Series
      A
      preferred shares and 12,100,000 non-convertible Series B preferred shares of
      DVFN from DVFN for a payment by Orange and/or the Orange Shareholders of an
      aggregate amount equal to $30,000 (payment of which has already been made).
      An
      additional, $470,000 (per the escrow agreement) will be deposited by Orange
      to
      disburse and settle the remaining liabilities of the company, including, but
      not
      limited to the $120,000 payment to the Securities and Exchange Commission and
      to
      disburse prior escrow commitments. The transaction will not immediately close
      but shall be conditioned upon (1) settling the liabilities of DVFN and (2)
      the
      issuance of the new 375,000,000 shares of common stock to the orange
      shareholders, which should take no longer than 60 days. The parties intend
      that
      the transactions qualify and meet the Internal Revenue Code requirements for
      a
      tax free reorganization, in which there is no corporate gain or loss recognized
      by the parties, with reference to Internal Revenue Code (IRC) sections 354
      and
      368.

    


    4.
      SEC compliance.
      DVFN
      shall cause the filing with the Commission of a Current Report on Form 8-K,
      within four business days of the date hereof, reporting the execution of this
      Agreement, and, after the closing,
      the filing and mailing to its shareholders of an Information Statement on
      Schedule 14F-1 pursuant to Rule 14f-1 under 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 DVFN other than at a shareholders’
meeting. The Parties contemplate that any change in the majority of the Board
      of
Directors
      will occur after the closing. 

    


    5.
      Delaware compliance.
      Articles
      of Exchange are required to be filed by Delaware law as the last act to make
      the
      plan of exchange final and effective under Delaware 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 Orange to be filed with the
      SEC within 71 days of the initial Form 8-K filing with respect to this
      transaction. In connection with DVFN’s filing of a Current Report on Form 8-K/A
      within 71 days after the closing, as it relates to this transaction, audited
      financial statements of Orange will be filed with the SEC in accordance with
      Form 8-K. Orange has agreed to provide audited financial statements prepared
      in
      conformity with U.S. GAAP to DVFN at or prior to closing.

    


    
      
        
        

      

      
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    II.
      PLAN OF EXCHANGE

    


    1.
      Conditions Precedent to Closing.

    


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


    


    (1.1)
      Shareholder Approval.
      Orange
      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 of Orange and DVFN shall have approved the
      transaction and this agreement, in accordance with the laws of its place of
      incorporation and its constituent documents.


    


    (1.3)
      Due Diligence Investigation.
      Each
      party shall have furnished to the other party all corporate and financial
      information which is customary and reasonable, to conduct its respective due
      diligence, normal for this kind of transaction. If either party determines
      that
      there is a reason not to complete the Plan of Exchange as a result of their
      due
      diligence examination, then they must give written notice to the other party
      prior to the expiration of the due diligence examination period. The due
      diligence period, for purposes of this paragraph, shall have expired on March
      28, 2006. The Closing Date shall be three days after the satisfaction or waiver
      of all of the conditions precedent to closing set forth in this Plan of
      Exchange, unless extended to a later date by mutual agreement of the parties.
      


    


    (1.4)
      The rights of dissenting shareholders,
      if any,
      of each party shall have been satisfied and the Board of Directors of each
      party
      shall have determined to proceed with the Plan
      of
      exchange.


    


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


    


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

     

    
      
        
        

      

      
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        (1.7)
      Certificate of the Majority Shareholder of DVFN. It
      shall
      be a condition precedent to the obligation of Orange and the Orange Shareholders
      to consummate the transactions contemplated herein that a certificate of the
      Majority Shareholders of DVFN in substantially the following form be delivered
      to them on the date of execution: 

    


    
      	(i)  	
              DVFN
                is a corporation duly organized and validly existing under the laws
                of the
                State of Delaware 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 DVFN are accurately and completely set forth in the Plan
                of
                Exchange.

            


    

    
      	(iii)  	
              The
                issued and outstanding shares of DVFN (including 375,000,000 new
                investment shares of DVFN to be issued to the Orange Shareholders
                pursuant
                to Regulation S) have been duly authorized and validly issued and
                are
                fully paid and non-assessable.

            


    

    
      	(iv)  	
              DVFN
                has the full right, power and authority to sell, transfer and deliver
                the
                13,150 convertible Series A preferred shares and 12,100,000
                non-convertible Series B preferred shares of DVFN to the Orange
                Shareholders for the purchase price of $30,000, and, upon delivery
                of the
                certificates representing such shares as contemplated in the Plan
                of
                Exchange, will transfer to the Orange Shareholders good, valid and
                marketable title thereto, free and clear of all
                liens.

            


    

    
      	(v)  	
              DVFN
                has taken all steps in connection with the Plan of Exchange and the
                issuance of the 375,000,000 new investment shares, which are necessary
                to
                comply in all material respects with the Securities Act of 1933,
                as
                amended, and the Securities Exchange Act of 1934, as well as the
                rules and
                regulations promulgated pursuant
                thereto.

            


    

    
      	(vi)  	
              DVFN
                has no material liabilities as such term is defined by U.S. generally
                accepted accounting principles. 

            


    

     

    
      
        
        

      

      
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    (1.8)
      Absence of DVFN Liabilities. DVFN
      shall have no material liabilities as such term is defined by U.S. generally
      accepted accounting principles. The accounting firm of DVFN shall deliver to
      Orange a letter to such effect, and counsel to DVFN shall deliver to Orange
      a
      comfort letter with respect to the absence of liabilities.
      To
      provide additional insurance to Orange,
      DVFN
      expressly agrees to retain $50,000 into escrow per its escrow agreement with
      Greentree Financial Group, Inc. to satisfy such liabilities. Orange also agrees
      to allow for the issuance of up to 1,000,000 new common shares towards the
      settlement of such liabilities.

    


    (1.9)
      Delivery of Audited Financial Statements.
      Orange
      shall have delivered to DVFN audited financial statements and an audit report
      thereon for the year ended December 31, 2005, which audit shall be prepared
      by a
      PCAOB member audit firm in accordance with U.S. GAAP at Orange’s
      expense.

    


    2.
      Conditions Concurrent and Subsequent to Closing.

    


    (2.1)
      Delivery of Registered Capital of Orange. Immediately
      upon or within 30 days from the date of this agreement, the Orange Shareholders
      shall transfer to DVFN 100% of their shares of registered capital of Jiang
      Xi
      Tai Na Guo Ye You Xian Gong Si.

    


    (2.2)
      Acquisition Share Issuance and Purchase of Preferred Stock.
Immediately
      upon the Closing, DVFN shall issue to the Orange Shareholders 375,000,000 shares
      of common stock of DVFN, and shall deliver the 13,150 convertible Series A
      preferred shares and 12,100,000 non-convertible Series B preferred shares of
      DVFN to the Orange Shareholders in exchange for total payments of $500,000
      in
      cash, and, as a result, the then outstanding shares shall be as
      follows:

     

    


    
      	
              DVFN
                current issued

            	
              2,381,323

            
	
              New
                common shares issued in connection with acquisition

            	
              375,000,000

            
	
              Resulting
                Total

            	
              377,381,323

            


    

     

     

    3.
      Plan of Exchange

    


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

     

    
      
        
        

      

      
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    (3.2)
      Delivery of Preferred Stock:
      Forthwith upon the effective date of the Plan, DVFN shall deliver the 13,150
      convertible Series A preferred shares and 12,100,000 non-convertible Series
      B
      preferred shares of DVFN to or for the Orange 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, filings under the Securities Exchange Act of 1934,
      and the filing of Articles of Exchange, if applicable under State Law. Closing
      shall occur when all conditions of closing
      have been met or are waived by the parties. The parties anticipate the filing
      of
      a Schedule 14F-1 Information Statement at least ten days prior to any change
      in
      majority of the Board of Directors of DVFN. The Parties expect to make such
      filing after the Closing.

    


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

    


    (3.5)
      Rights of Dissenting Shareholders:
      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 DVFN is
8765
      Aero
      Drive, San Diego, CA 92154.
      The
      address of Orange is Nan
      Feng
      Xian Fu Xi Gong Ye Yuan Qu, Jiang Xi,
      Peoples’ Republic of 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.

     

    
      
        
        

      

      
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    (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
                or
                (iv) enter into or modify any contact, agreement, commitment or
                arrangement with respect to any of the
                foregoing;

            


    

     

    
      
        
        

      

      
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               (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.

     

    (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.

     

    
      
        
        

      

      
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    (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
                )  DVFN
                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 "DVFN
      SEC
      Reports"). None of the DVFN
      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.
      All
      of the DVFN
      SEC
      Reports, as of their respective dates (and as of the date of any amendment
      to
      the respective DVFN
      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 DVFN
      SEC
      Reports filed prior to the date hereof, DVFN
      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 DVFN
      and its
      Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other
      than (A) liabilities incurred in the ordinary course of business, or (B)
      liabilities that would not, in the aggregate, reasonably be expected to have
      a
      material adverse effect on DVFN.

    


    (iii)
      Except as disclosed in the DVFN
      SEC
      Reports filed prior to the date hereof, DVFN
      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 DVFN
      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 DVFN’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. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (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 Nevada.

    


    4.
      Termination.
      The
Plan
      of
      exchange
      may be
      terminated by written notice, at any time prior to closing, (i) by mutual
      consent, (ii) by either party during the due diligence phase, (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 60 days
      from the date of this Agreement or (iv) by either party in the event that a
      condition of closing is not met by June 1, 2006. In the event that termination
      of the Plan
      of
      exchange
      by
      either or both, as provided above, the Plan
      of
      exchange
      shall
      forthwith become void and there shall be no liability on the part of either
      party or their respective officers and directors.

    


    5.
       Closing.
      The
      parties hereto contemplate that the closing of this Plan of Exchange shall
      occur
      no more than three days after all of the conditions precedent have been met
      or
      waived. The closing deliveries will be made pursuant to this Agreement and
      the
      Letter of Intent, dated March ___, 2006. On the signing of the Plan of Exchange
      , which is April 1, 2006, a certificate for the
      13,150 convertible Series A preferred shares and 12,100,000 non-convertible
      Series B preferred shares of DVFN
      will be
      delivered to Orange
      for
      distribution to the Orange
      Shareholders and DVFN shall be paid by Orange
      and/or
      the Orange
      Shareholders an escrow deposit equal to $500,000. In addition, DVFN
      shall
      issue 375,000,000 shares of common stock pursuant to Regulation S under the
      Securities Act of 1933, as amended, to the Orange
      shareholders. The parties acknowledge that the Escrow Agreement has a default
      provision that governs the rights of the parties in the event that certain
      performances are not made on a timely basis and they expressly accept the terms
      thereof.

    


    6.
      Merger Clause. This
      Plan
      of Exchange, together with the Letter of Intent and Escrow Agreement, constitute
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and such documents supercede all prior understandings or agreements
      between the parties hereto, whether oral or written, with respect to the subject
      matter hereof, all of which are hereby superceded, merged and rendered null
      and
      void.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

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

    

    


    


    


    DIVERSIFIED
      FINANCIAL RESOURCES CORP.

     

    


    By:
      Elson
      Soto

    Elson
      Soto

    President
       

    


    


    


    JIANG
      XI
      TAI NA GUO YE YOU XIAN GONG SI

     

    


    By:
      Zhu,
      Guo Feng

    Zhu,
      Guo
      Feng

    President
       

    


    


    


    
      
        
        

      

      
        14