PLAN OF EXCHANGE
                                    BY WHICH
                                 ABC REALTY CO.
                         (A NORTH CAROLINA CORPORATION)
                                  SHALL ACQUIRE
              HARBIN ZHONG HE LI DA JIAO YU KE JI YOU XIAN GONG SI
   (A CORPORATION ORGANIZED UNDER THE LAWS OF THE PEOPLES' REPUBLIC OF CHINA)

                                        1
<PAGE>

I.   RECITALS                                                                  1

1.   The  Parties  to  this  Agreement:                                        1

     (1.1)  ABC  Realty  Co.                                                   1
     (1.2)  Harbin  Zhong  He  Li  Da  Jiao  Yu Ke Ji You Xian Gong Si         1
     (1.3)  Duane  C.  Bennett                                                 1

2.   Capital  of  the  Parties:                                                1

     (2.1)  The  Capital  of  AREY                                             1
     (2.2)  The Capital of Harbin Zhong He Li Da
            Jiao Yu Ke Ji 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
                                 ABC REALTY CO.
                         (A NORTH CAROLINA CORPORATION)
                                  SHALL ACQUIRE
                      HARBIN ZHONG HE LI DA JIAO YU KE JI
                                YOU XIAN GONG SI
           (A CORPORATION ORGANIZED UNDER THE LAWS OF THE P.R. CHINA)

ADJUSTMENTS:  lead     THIS  PLAN OF EXCHANGE is made and dated this 15th day of
September,  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:

     (1.1)  ABC  Realty  Co.  ("AREY"),  a  North  Carolina  corporation.

     (1.2)  Harbin  Zhong He Li Da Jiao Yu Ke Ji You Xian Gong Si, a corporation
            organized and existing  under  the  laws of the P.R. China ("ZHLD").

     (1.3)  Duane  Bennett,  Chairman  of  the  Board  and  indirect controlling
            shareholder  of  AREY.

2.   THE  CAPITAL  OF  THE  PARTIES:

     (2.1)  The  Capital  of AREY consists of 50,000,000 shares of common voting
            stock of $0.001 par value authorized, of which 13,915,000 shares are
            issued and outstanding,  and  5,000,000 shares of preferred stock of
            $.001 par value  authorized,  of  which  no  shares  are  issued and
            outstanding.

     (2.2)  The  Capital  of ZHLD consists of RMB 500,000 in registered capital,
            which for the purposes of this Agreement, are referred to as "common
            stock"  or  "capital  stock".

3.   TRANSACTION  DESCRIPTIVE  SUMMARY:  AREY desires  to  acquire  ZHLD and the
shareholders  of  ZHLD  (the  "ZHLD Shareholders") wish ZHLD to be acquired by a
public  company  such  as  AREY. AREY would acquire 100% of the capital stock of
ZHLD  for  55,000,000  new  shares  of  AREY.  Duane  Bennett  would  cause  C&C
Properties, Inc., owner of 12,000,000 common shares of AREY to tender 11,000,000
shares  of  common  stock  of  AREY  for  cancellation by AREY in exchange for a
payment  by  ZHLD  and/or  the  ZHLD  Shareholders to C&C Properties, Inc. of an
aggregate of $400,000 ($300,000 in cash and $100,000 in a promissory note), less
related  expenses,  in the aggregate. Prior to the closing, AREY will change its
name to such name as ZHLD shall designate, and AREY will increase its authorized
shares  of  common  stock  to  150,000,000  shares.  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.  AREY shall  cause  the  mailing  to its stockholders of a
notice  of  a  Special  Shareholders'  Meeting, together with certain background
information,  relating to the shareholders' authorization of the name change and
increase in authorized capital stock. AREY is not registered under Section 12(g)
of  the  Securities  Exchange  Act  of  1934,  as  amended, and, accordingly, an
Information  Statement on Schedule 14F-1 and Schedule 14C will not be filed with
the  Commission  and  mailed  to  AREY  shareholders  in  connection  with  the
consummation  of  this  exchange  transaction.

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 pursuant to Sections 13 or
15(d)  of  the Securities Exchange Act of 1934, such as a Current Report on Form
8-K, require audited and pro forma financial statements of ZHLD to be filed with
the  Commission  within  5  calendar  days  of the filing of the initial Current
Report  on  Form  8-K  with the Commission. In connection with AREY'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 and pro forma
financial  statements  of  ZHLD  will be prepared and filed with the Commission.



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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  September  15,  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  ZHLD's  obligation  to
            consummate the closing  that  a certificate of good standing on AREY
            shall have been delivered to it from the Secretary of State of North
            Carolina.

                                        4
<PAGE>

     (1.7)  CERTIFICATE  OF  BENNETT AND AREY. It shall be a condition precedent
            to ZHLD's obligation to consummate the closing that a certificate of
            Bennett, signing in his individual capacity, and of AREY, signing in
            its corporate capacity,  in  substantially  the  following  form, be
            delivered  to  it  at  or  prior  to  closing:

               (I)  AREY  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  AREY  are  accurately  and
                    completely  set  forth  in  the  Plan  of  Exchange.

               (III)The  issued  and  outstanding  shares of AREY (including the
                    55,000,000  new  shares of AREY common stock to be issued at
                    closing)  have  been  duly authorized and validly issued and
                    are  fully  paid  and  non-assessable.

               (IV) AREY  has  the  full  right,  power  and  authority to sell,
                    transfer  and  deliver  55,000,000  new shares of its common
                    stock  to  the  ZHLD Shareholders, and, upon delivery of the
                    certificates representing such shares as contemplated in the
                    Plan  of  Exchange,  will  transfer to the ZHLD 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  AREY.

               (VI) AREY  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, AREY
            shall have accepted  the  cancellation  of  11,000,000  shares, such
            that  AREY  shall  have no more  than  2,915,000  shares  issued and
            outstanding,  before the issuance  of new shares as provided herein.
            Payment  for the cancelled  shares  shall  be  made  by  ZHLD and/or
            the ZHLD Shareholders  in  the  amount  of $400,000 in the aggregate
            (composed  of  $300,000 in cash  and $100,000 in a promissory note).

     (2.2)  ACQUISITION  SHARE  ISSUANCE.  Immediately  upon  the  Closing, AREY
            shall issue the  acquisition shares and cancel certain other shares,
            as  follows:

                                        5
<PAGE>

            AREY  Issued                      13,915,000
            ----------------------------      ----------
            Share  Cancellation               11,000,000
            ----------------------------      ----------
            Subtotal                           2,915,000
            ----------------------------      ----------
            Acquisition  Share  Issuance      55,000,000
            ----------------------------      ----------
            Resulting  Total                  57,915,000
            ----------------------------      ----------


3.   PLAN  OF  EXCHANGE

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

     (3.2)  CONVERSION OF OUTSTANDING STOCK:  Forthwith  upon the effective date
            of  the  Plan,  AREY shall issue 55,000,000 new investment shares of
            its  common  stock  to  or  for  the  ZHLD  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 such sections of the Securities Exchange
            Act of 1934  as  are  applicable,  and  the  filing  of  Articles of
            Exchange under state  law. Closing shall occur when all Requirements
            have been met.  AREY  anticipates  the  filing  of  a Current Report
            on Form 8-K within four business days of the signing of this Plan of
            Exchange,  and the filing  of  an  additional  Form  8-K within four
            business  days  of  the  closing  under  this  Plan  of  Exchange.
            With 5 calendar  days  of  the  second Form 8-K filing, a Form 8-K/A
            filing  will be made to disclose audited  and  pro  forma  financial
            information  about  ZHLD.

     (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  AREY  is
            7507  Folger  Road, Charlotte, NC  28226.  The address of ZHLD is 58
            Heng Shan  Road,  Kun  Lun  Shopping  Mall,  Nan  Gang  Qu,  Harbin,
            Peoples'  Republic  of  China.  The address of the ZHLD Shareholders
            is  in  care  of  ZHLD  at  58  Heng  Shan  Road,  Kun  Lun Shopping
            Mall,  Nan  Gang  Qu,  Harbin,  Peoples'  Republic  of  China.

                                        6
<PAGE>

     (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 (where applicable as a matter
                    of  law),  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:

                                        7
<PAGE>

               (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 AREY'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;

                                        8
<PAGE>

               (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.

          (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 ) AREY 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 "AREY SEC
                    Reports").  None  of  the  AREY  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 AREY SEC
                    Reports, as of their respective dates (and as of the date of
                    any  amendment to the respective AREY 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.

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<PAGE>

               (ii) Except  as  disclosed in the AREY SEC Reports filed prior to
                    the date hereof, AREY 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 AREY 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  AREY.

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

                                       10
<PAGE>

          (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  or  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  as  soon  as  practicable after the date of its signing.
Certificates  for  the 55,000,000 shares of AREY common stock  will be delivered
to  ZHLD for distribution to the ZHLD Shareholders pursuant to an exemption from
registration  provided  by  Regulation  S  under  the Securities Act of 1933, as
amended.  All  funds  to  be  paid  for  the cancellation of the C&C Properties,
Inc.'s  cancellation  of 11,000,000 shares will be delivered in cash to Bennett,
as  the  President  and  sole  stockholder  of  C&C  Properties,  Inc

                                       11
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6.   EXECUTION IN COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  and  when  all  of  the  counterparts  are  assembled it shall be
considered  as  one  document  and  shall  be  a legally binding and enforceable
contract.



             The Remainder of this Page is Intentionally left Blank

                                       12
<PAGE>

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


ABC  REALTY CO.                                    HARBIN ZHONG HE LI DA JIAO YU
                                                   KE JI YOU XIAN GONG SI

By:  /s/  Duane  Bennett                           By:  /s/  Yu,  Xi  Qun
     -------------------                                -----------------
     Duane  Bennett,  Chairman                          Yu, Xi Qun, President



DUANE  C.  BENNETT


By:  /S/  Duane  C.  Bennett
    (Individually)