ex10_1.htm


     

    PLAN
      OF EXCHANGE

    
      BY
        WHICH

    

    
    

    ENVIROSAFE
      CORP.

    (a
      Delaware corporation)

    SHALL
      ACQUIRE

    ADDE
      EDUCATION HLDS LTD.

    (a  corporation
      organized under the law of Hong
      Kong Special Administrative
      Region of
      People’s
      Republic of China)

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              I.
                RECITALS 1                                                                                                                 
                       
3

            


    

     

    
      	
               

            	
              1.
                The Parties to this Plan of Exchange:                                                           3

            


    

    
      	
               

            	
              (1.1)
                Envirosafe Corp......                                                                                                                          
                      3

            


    

         (1.2)
      ADDE EDUCATION HLDS
      LTD.................................................................................................3

    
      	
               

            	
              (1.3)
                Guoqiang
                Zhan...                                                                                                                                                                                    
                3

            


    

     

    
      	
               

            	
              2.
                The Capital of the
                Parties: ........................................................................................................................................................................................
                3

            


    

    
      	
               

            	
              (2.1)
                The Capital of
                EVSF   ...........................................................................................................................................................................
                3

            


    

    
      	
               

            	
              (2.2)
                The Capital of
                ADDE ...........................................................................................................................................................................
                3

            


    

     

    
      	
               

            	
              3.
                Transaction Descriptive
                Summary:  ...........................................................................................................................................................................
                3

            


    

     

    
      	
               

            	
              4.
                SEC
                compliance. ..................................................................................................................................................................................................... 3

            


    

     

    
      	
               

            	
              5.
                Delaware
                compliance.................................................................................................................................................................................................3

            


    

     

    
      	
               

            	
              6.
                Audited Financial
                Statements. ....................................................................................................................................................................................
                3

            


    

     

    
      	
               

            	
              II.
                PLAN OF
                REOGANIZATION ...............................................................................................................................................................................
                3

            


    

     

    
      	
               

            	
              1.
                Conditions Precedent to
                Closing. ................................................................................................................................................................................
                4

            


    

    
      	
               

            	
              (1.1)
                Shareholder
                Approval. .............................................................................................................................................................................4

            


    

    
      	
               

            	
              (1.2)
                Board of
                Directors.................................................................................................................................................................................. 4

            


    

    
      	
               

            	
              (1.3)
                Due Diligence
                Investigation......................................................................................................................................................................4

            


    

    
      	
               

            	
              (1.4)
                The rights of dissenting
                shareholders ....................................................................................................................................................... 4

            


    

    
      	
               

            	
              (1.5)
                All of the terms, covenants and
                conditions............................................................................................................................................... 
                4

            


    

    
      	
               

            	
              (1.6)
                The representations and
                warranties......................................................................................................................................................... 
                4

            


    

    
      	
               

            	
              (1.7)
                Certificate from Guoqiang Zhan
                EVSF......................................................................................................................................................4

            


    

                  
        (1.8) Absence of EVSF
      Liabilities..................................................................................................................................................5

                 
         (1.9) Delivery of Audited Financial
      Statements..................................................................................................................................5

     

    
      	
               

            	
              2.
                Conditions Concurrent and Subsequent to
                Closing. .......................................................................................................................................................5
                

            


    

    
      	
               

            	
              (2.1)
                Delivery of Registered Capital of
                ADDE...................................................................................................................................................5

            


    

                 
         (2.2) Acquisition Share Issuance and Purchase of Common
      Stock
      ............................................................................................................5

                 
         (2.3) Appointment of ADDE Nominees
...........................................................................................................................................5

     

    
      	
               

            	
              3.
                Plan of
                Acquisition ....................................................................................................................................................................................................
                5

            


    

    
      	
               

            	
              (3.1)
                Exchange and
                Reorganization:...................................................................................................................................................................5

            


    

    
      	
               

            	
              (3.2)
                Delivery of Common
                Stock:......................................................................................................................................................................5

            


    

    
      	
               

            	
              (3.3)
                Issuance of Common Stock:
                .....................................................................................................................................................................5

            


    

    
      	
               

            	
              (3.4)
                Closing/Effective
                Date: ............................................................................................................................................................................5

            


    

    
      	
               

            	
              (3.5)
                Surviving Corporations
                .............................................................................................................................................................................5

            


    

    
      	
               

            	
              (3.6)
                Rights of Dissenting Shareholders:
                ............................................................................................................................................................5

            


    

    
      	
               

            	
              (3.7)
                Service of Process and Address:
                ..............................................................................................................................................................5

            


    

    
      	
               

            	
              (3.8)
                Surviving Articles of Incorporation:
                ...........................................................................................................................................................6

            


    

    
      	
               

            	
              (3.9)
                Surviving By-Laws:
                .................................................................................................................................................................................6

            


    

    
      	
               

            	
              (3.10)
                Further Assurance, Good Faith and Fair Dealing: 
                ....................................................................................................................................6

            


    

    
      	
               

            	
              (3.11)
                General Mutual Representations and
                Warranties.......................................................................................................................................6

            


    

    
      	
               

            	
              (3.11.1)
                Organization and
                Qualification................................................................................................................................................6

            


    

    
      	
               

            	
              (3.11.2)
                Corporate
                Authority...............................................................................................................................................................6

            


    

    
      	
               

            	
              (3.11.3)
                Ownership of Assets and Property.
                .......................................................................................................................................6

            


    

    
      	
               

            	
              (3.11.4)
                Absence of Certain Changes or
                Events..................................................................................................................................6

            


    

    
      	
               

            	
              (3.11.5)
                Absence of Undisclosed
                Liabilities.........................................................................................................................................6

            


    

    
      	
               

            	
              (3.11.6)
                Legal Compliance.
                ...............................................................................................................................................................7

            


    

    
      	
               

            	
              (3.11.7)
                Legal
                Proceedings................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.11.8)
                No Breach of Other
                Agreements...........................................................................................................................................7

            


    

    
      	
               

            	
              (3.11.9)
                Capital
                Stock........................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.11.10)
                SEC Reports, Liabilities and Taxes:
                .....................................................................................................................................7

            


    

    
      	
               

            	
              (3.11.11)
                Brokers' or Finder's
                Fees.....................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12)
                Miscellaneous
                Provisions........................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12.1)
                ............................................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12.2).............................................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12.3)
                ............................................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12.4)
                ............................................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12.5)
                ............................................................................................................................................................................................7

            


    

    
      	
               

            	
              (3.12.6)
                ............................................................................................................................................................................................7

            


    

    


    4.
      Termination
...............................................................................................................................................................................................8

    


    5.
      Closing....................................................................................................................................................................................................8

    


    6.
      Merger
      Clause...........................................................................................................................................................................................8

     

    The
      Remainder
      of this Page is Intentionally left Blank

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    PLAN
      OF EXCHANGE

     

    BY
      WHICH

    Envirosafe
      Corp.

     

    (a
      Delaware  corporation)

     

    SHALL
      ACQUIRE

    ADDE
      Education Hlds Ltd.

    (a  corporation
      organized under
the law of Hong
      Kong Special Administrative
      Region of
      People’s
      Republic of China)

    


        This
      Plan of Exchange (the
“Agreement”or
“Plan
      of
      Exchange”)
is
      made and dated as
      of this 4th day
      of March,
      2008,
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 the Escrow
      Agreement, dated March 4,
      2008("Escrow Agreement"). This
      Agreement anticipates that extensive
      due diligence shall have been performed
by
      both parties. All
      due diligence shall have been
      completed by the Parties no later than March4,
2008.

    


    


    


    I.
      RECITALS

     

    1.
      The Parties (collectively referred to as the "Parties") to this
      Agreement:

    


    (1.1)
      Envirosafe Corp. ("EVSF"), a
      Delaware corporation.

    


    (1.2) ADDEEducation
      Hlds
      Ltd. a
      corporation organized under the laws
      of Hong
      Kong

      Special
      Administrative Region
      of People’s
      Republic of China  (“ADDE”).

    


    (1.3)  Guoqiang
      Zhan ("Mr. Zhan"),
      President and Director of EVSF.

    


    2.
      The Capital of the Parties:

    


    (2.1)
      The Capital of EVSF consists
      of 500,000,000 authorized shares of Common Stock, par value $.0001, of which
      2,141,375 shares are issued and outstanding, and 10,000,000 authorized shares
      of
      Preferred Stock(1:50),
      par value
      $.0001, of which no shares are issued and outstanding.

    


    (2.2)
      The Capital of
ADDE consists
      of HKD10,000
      inregistered capital (US$1=7.4HKD),
      which for the purposes of this
      Agreement, is referred to as “common stock”or
“capital
      stock”.

    


    3.
      Transaction Descriptive
      Summary: EVSF desires to acquire ADDE and the shareholders of ADDE (the
“ADDE Shareholders”) desire that ADDE be acquired by EVSF.  EVSF would
      acquire 100% of the capital stock of ADDE in exchange for an issuance by EVSF
      of
      20,000,000 new shares of Common Stock and 1,350,000 new shares of Preferred
      Stock (1:50) of EVSF to ADDE. In addition, ADDE and/or the ADDE Shareholders
      would acquire 632,253 shares of EVSF Common Stock from Mr. Zhan in exchange
      for
      a cash payment by ADDE and/or the ADDE Shareholders of an amount equal to
      $260,000 to Mr. Zhan and a promissory note payable to Mr. Zhan by ADDE and/or
      the ADDE Shareholders in an amount equal to $260,000 which shall be guaranteed
      by EVSF and collateralized by 10,000,000 shares of EVSF stock issued out of
      treasury and pledged by EVSF. The promissory note made by the ADDE and/ or
      the
      ADDE Shareholders, guaranteed by EVSF, and payable to Mr. Zhan shall be
      interpreted together with this Agreement. The above purchase and issuance will
      give ADDE a total of 20,632,253 shares of the Common Stock and 1,350,000 shares
      of the Preferred Stock (1:50) of EVSF, or a 'controlling interest' in EVSF
      representing approximately 93.2% of the issued and outstanding shares of Common
      Stock. The transaction will not immediately close but shall be conditioned
      upon
      (1) EVSF
      shall eliminate all know or
      potential liabilities of EVSF as of the closing
      date. This shall
      include, but is not limited
      to, any accounts payable, accrued
      expenses, as well as any
      liabilities shown on its
      annual report for the fiscal year of 2007(FORM 10KSB)
      filed with the
      Securities and Exchange Commission prior to the Closing.
      An acknowledgement from
      EVSF, Mr. Zhan and
      the EVSF Shareholders
that
      they will be
      fully responsible for any unknown or
      undisclosed liabilities up
      until transfer of control under this Plan of Exchange,  (2)
EVSF  and
      EVSF
      shareholders shall pledge
      that any expenses concerning any known or unknown lawsuit, legal dispute or
      any
      correlation expense cause by original EVSF Corporation and their shareholders,
      EVSF shall undertake full responsibility and afford the correlation expenses
      after
      the Closing. A comfort letter
      referencing  EVSF prepared by a third party law firm confirming that
      to the best of their knowledge after reasonable due diligence, EVSF has no
      pending or threatened litigation ;(3) a deposit of 632,253 shares of Common
      Stock of EVSF into the escrow account of Greentree Financial Group, Inc.
      ("Escrow Agent") in exchange for the cash payment of $260,000 and $260,000
      promissory note made by ADDE Shareholders which shall also be simultaneously
      deposited into the escrow account of Escrow Agent, (4) the issuance of
      20,000,000 new shares of Common Stock and 1,350,000 new shares of Preferred
      Stock of EVSF to the ADDE shareholders, which should take no longer than 60
      days, (5) the resignation of Mr. Zhan from the board of directors and as officer
      of EVSF and appointment of his successor(s) as designated by ADDE and/or the
      ADDE Shareholders, (6) a pledge of 10,000,000 shares of EVSF common stock to
      be
      used as collateral on the above mentioned promissory note, (7) a fully executed
      guarantee of the promissory note from EVSF in favor of Mr. Zhan.  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. EVSF 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 promulgated
      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 EVSF 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
      ADDE to be filed with the SEC within 45 days of the initial Form 8-K filing
      with
      respect to this transaction.  In connection with EVSF’s filing of a
      Current Report on Form 8-K/A within 45 days after the closing, as it relates
      to
      this transaction, audited financial statements of ADDE will be filed with the
      SEC in accordance with Form 8-K.  ADDE has agreed to provide audited
      financial statements prepared in conformity with U.S. GAAP to EVSF within 45
      days after the closing.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    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. ADDE
      and EVSF shall have secured all requisite 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 ADDE and EVSF shall have approved the transaction and
      this agreement, in accordance with the laws of their place of incorporation
      and
      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 4,
      2008.  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 as of 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.

     

          
      (1.7) Certificate from Guoqiang Zhan.  It shall be a condition
      precedent to the obligation of ADDE and the ADDE Shareholders to consummate
      the
      transactions contemplated herein that a certificate from Mr. Zhan in
      substantially the following form be delivered to them on the date of
      execution:

    


    
      	
              (i)  

            	
                EVSF
                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.
                The
                authorized capitalization and the number of issued and outstanding
                capital
                shares of EVSF are accurately and completely set forth in the Plan
                of
                Exchange.

            


    

    
      	
              (ii)  

            	
                The
                issued and outstanding shares of EVSF (including 20,000,000 new investment
                shares of Common Stock and 1,350,000 new shares of Preferred Stock
                (1:50)
                of EVSF to be issued to the ADDE Shareholders pursuant to Regulation
                S)
                have been duly authorized and validly issued and are fully paid and
                non-assessable.

            


    

    
      	
              (iii)  

            	
                EVSF
                has the full right, power and authority to sell, transfer and deliver
                the
                632,250 shares of Common Stock of EVSF to the ADDE Shareholders for
                the
                purchase price total of $520,000, and has the full right, power and
                authority to sell, transfer and deliver the 20,000,000 new investment
                shares of Common Stock and 1,350,000 new shares of Preferred Stock
                (1:50)
                of EVSF to the ADDE Shareholders, and, upon delivery of the certificates
                representing such shares as contemplated in the Plan of Exchange,
                will
                transfer to the ADDE Shareholders good, valid and marketable title
                thereto, free and clear of all
                liens.

            


    

    
      	
              (iv)  

            	
                EVSF
                has taken all steps in connection with the Plan of Exchange and the
                issuance of the 20,000,000 new investment shares of Common Stock
                and
                1,350,000 new shares of Preferred Stock (1:50) of EVSF, 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 amended,
                as
                well as the rules and regulations promulgated pursuant
                thereto.

            


    

    
      	
              (v)  

            	
              EVSF
                shall eliminate all know or
                potential liabilities of EVSF as of the closing date. This shall
                include,
                but is not limited
                to, any accounts payable, accrued
                expenses, as well
                as any liabilities
                shownon its annual
                report for the fiscal year of 2007(FORM 10KSB) filed with the Securities
                and Exchange Commission prior to the Closing. An acknowledgement from
                EVSF, Mr. Zhan and the
                EVSF Shareholders
that
                they will befully responsible
                for any unknown or undisclosed
                liabilitiesup until
                transfer of control under this Plan of Exchange,

            


    

    
      	
                                        (vi)

            	
              EVSF  and
                EVSF
                shareholders shall pledge that any expenses concerning any known
                or
                unknown lawsuit, legal dispute or any correlation expense cause by original
                EVSF Corporation
                and their shareholders, EVSF shall undertake full responsibility
                and
                afford the correlation expenses after the Closing. A comfort letter
                referencing  EVSF prepared by a third party law firm confirming
                that to the best of their knowledge after reasonable due diligence,
                EVSF
                has no pending or threatened litigation ;


            


    

    
      	
                                      
                (vii)

            	
              ADDE
                and/or the ADDE shareholders have executed a promissory note in the
                amount
                of $260,000 payable to Mr. Zhan. 

            


    

    


    
      	
                                
                     (viii)

            	
              EVSF
                has executed a written guarantee of that certain promissory note
                in favor
                of Mr. Zhan and 10,000,000 pledged EVSF shares to be used as collateral
                on
                the same has been sent to Greentree Financial Group, Inc. to be held
                in
                escrow until the note is fully paid or there is a default.
                

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

         
      (1.8)    Absence of EVSF and its Subsidiary's
      Liabilities.  EVSF shall have no material liabilities as such
      term is defined by U.S. generally accepted accounting principles. A written
      statement by EVSF’s legal counsel in connection with due diligence shall be
      delivered to ADDE. Guoqiang Zhan will retain the right to future use of
      Envirosafe Corp. only if the new management changes EVSF's name. All expenses to prepare and
      file
      documents connected to the Plan of Exchange will be paid by ADDE.
      The attorney comfort letter, not
      to exceed $3,000,
      will be paid by ADDE.
The
      quarterly accounting review
      fees after the Closing will also be paid by ADDE.

    


    (1.9)   Delivery
      of
      Audited Financial Statements.   ADDE shall have delivered
      to EVSF audited financial statements and an audit report thereon for the years
      ended December 31, 2006 and 2007, any required audits shall be prepared by
      a
      PCAOB member audit firm in accordance with U.S. GAAP at ADDE’s
      expense.

    


    2.
      Conditions Concurrent and Subsequent to Closing.

    


    (2.1)
      Delivery of Registered Capital of
      ADDE.  Immediately upon or within 30 days from the date of this
      agreement, EVSF shall have a 100% beneficial ownership interest in Guangzhou
      ADDE Education Technology Co. Ltd.

    


    (2.2)
      Acquisition Share Issuance and
      Purchase of Common Stock. Immediately upon the Closing, EVSF shall
      deliver 632,253 shares of Common Stock of EVSF to the ADDE Shareholders in
      exchange for total payments of $520,000, of which $260,000 paid in cash and
      $260,000 in a promissory note payable to Mr. Zhan, and shall issue 20,000,000
      new investment shares of Common Stock and 1,350,000 new shares of Preferred
      Stock of EVSF to the ADDE Shareholders in exchange for 100% of the capital
      stock
      of ADDE, and, as a result, the then outstanding common shares shall be as
      follows:

    


    
      	
              EVSF
                Issued

            	
                2,141,375

            
	
              Acquisition
                Share Issuance

            	
              20,000,000

            
	
                  Resulting
                Total

            	
              22,141,375

            
	
              Total
                common shares owned by ADDE

            	
              20,632,253

            
	
              Total
                preferred shares owned by ADDE

            	
                1,350,000

            


    

     

          (2.3)  Appointment
      of ADDE
      Nominees.  On or immediately after the Closing, nominees of
      ADDE shall be appointed to the Board of Directors and as Officers of EVSF to
      fill the vacancies created by the resignation of EVSF's current management.
      Said
      appointments will occur within 10 days of the closing after proper notice has
      been given pursuant
      to Rule 14f-1 under the Securities Exchange Act of 1934, as
      amended.

     

    3.
      Plan of Exchange

    


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

    


    (3.2)
      Delivery of Common Stock:
      Immediately upon the Closing, EVSF shall deposit 632,253 shares of Common Stock
      of EVSF to the account of Escrow Agent for transfer.

    


    (3.3)
      Issuance of Common Stock:
      At the Closing, EVSF shall issue 20,000,000 new investment shares of Common
      Stock and 1,350,000 new shares of Preferred Stock (1:50) of EVSF to or for
      the
      ADDE Shareholders within 4 weeks upon receiving all the required shareholder
      information from ADDE.

    


    (3.4)
      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 EVSF. The Parties expect to make such
      filing after the Closing.

    


    (3.5)
      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.

    


    (3.6)
      Rights of Dissenting
      Shareholders: Each Party is the entity responsible for the rights of its
      own dissenting shareholders, if any.

     

          
      (3.7)
      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 EVSF is 21205 Hickory Forest Way, Germantown, Maryland, 20876. .
      The address of ADDE is Room
      1301,13/F, CRE buildings, 303
      Hennessy Road,
      Wanchai, HongKong,People's
      Republic of
China.  The
      address of EVSF will be
      changed, according to the instruction of ADDE, before filing of the Form
      8-K.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

          
      (3.8)
      Surviving Articles of
      Incorporation: the Articles of Incorporation of each Corporation shall
      remain in full force and effect, unchanged.

    


    (3.9)
      Surviving By-Laws: the
      By-Laws of each Corporation shall remain in full force and effect,
      unchanged.

    


    (3.10)
      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.

    


    (3.11)
      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 in this agreement, and they speak and shall be true immediately before
      Closing.

    


    
      	
               

            	
              (3.11.1)
                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.
                

            


    

    


    
      	
               

            	
              (3.11.2)
                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.
                

            


    

    


    
      	
               

            	
              (3.11.3)
                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. 

            


    

    


    
      	
               

            	
              (3.11.4)
                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:
                

            


    

    


    
      	
               

            	
                 (3.11.4-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;


            


    

    


    
      	
               

            	
                 (3.11.4-b)
Except
                as set forth in
                this Plan of Exchange, 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 to the extent that which might contradict or
                not  comply with any clause or condition set forth in this Plan
                of Exchange, or Escrow Agreement; 

            


    

    


    
      	
               

            	
                 (3.11.4-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; 

            


    

    


    
      	
               

            	
                 (3.11.4-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; 

            


    

    


    
      	
               

            	
                 (3.11.4-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;
                

            


    

    


    
      	
               

            	
                 (3.11.4-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. 

            


    

    


    
      	
               

            	
              (3.11.5)
                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.
                

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              (3.11.6)
                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. 

            


    

    


    
      	
               

            	
              (3.11.7)
                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. 

            


    

    


    
      	
               

            	
              (3.11.8)
                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. 

            


    

    


    
      	
               

            	
              (3.11.9)
                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.
                

            


    

    


    
      	
            	
              (3.11.10)  

            	
              SEC
                Reports, Liabilities and
                Taxes.   ( i ) 
                EVSF 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 "EVSF SEC Reports").  None of the
      EVSF 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 EVSF SEC Reports, as of their respective dates
      (and as of the date of any amendment to the respective EVSF 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 EVSF SEC Reports filed prior to the date hereof,
      EVSF
      and its Subsidiary 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 EVSF 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
      EVSF.

    


    (iii)
      Except as disclosed in the EVSF SEC Reports filed prior to the date hereof,
      EVSF
      and its Subsidiary (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 EVSF 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 EVSF’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.

    


    
      	
               

            	
              (3.11.
                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.


            


    

    


    (3.12)
      Miscellaneous
      Provisions

    


    
      	
               

            	
              (3.12.1)
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.


            


    

    


    
      	
               

            	
              (3.12.2)
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. 

            


    

     

     (3.12.3)
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.

     

    
      	
               

            	
              (3.12.4)
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. 

            


    

     

    
      	
               

            	
              (3.12.5)
No
                waiver by any party
                of any occurrence or provision hereof shall be deemed a waiver of
                any
                other occurrence or provision. 

            


    

     

    
      	
               

            	
              (3.12.6)
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
                Delaware. 

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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, (iv) if
      payments scheduled in the Escrow Agreement are not received when due or (v)
      by
      either party in the event that a condition of closing is not met by March 4,
      2008. 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 the Escrow
      Agreement dated March 4,
      2008.  Immediately upon signing the Plan, ADDE will deposit the amount
      of $260,000 into the US account of the Escrow Agent, and the certificates
      representing 632,253 shares of Common Stock of EVSF will be delivered to the
      Escrow Agent for transfer. EVSF shall be paid by ADDE and/or the ADDE
      Shareholders an aggregate amount equal to $520,000, of which $260,000 paid
      in
      cash and $260,000 in a promissory note payable to Mr. Zhan, guaranteed by EVSF
      and collateralized by 10,000,000 shares of EVSF.  There shall also be
      a fully executed pledge agreement and written guaranty concurrently
      delivered.  In addition, within 4 weeks of receiving all required
      shareholder information from ADDE, EVSF shall issue 20,000,000 (10,000,000
      to be
      placed in escrow under the pledge agreement) new investment shares of Common
      Stock and 1,350,000 new shares of Preferred Stock (1:50) of EVSF pursuant to
      an
      exemption under Regulation S promulgated under the Securities Act of 1933,
      as
      amended, to the ADDE 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 Escrow
      Agreement, constitute the entire agreement of the parties hereto with respect
      to
      the subject matter hereof, and such documents supersede 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 superseded, merged and
      rendered null and void.

    


    7. Default
      Provision.

     

    
      	
               

            	
              i.
                If
                ADDE fails to make the payments into the escrow account as required
                under
                the Plan
                of Exchange
                and Escrow
                Agreement,
                EVSF shall have the right at its sole discretion to unwind the
                transactionand
                instruct the
                Escrow Agent
                to refund
                their Share Deposits.

            


    

    


    
      	
            	
            	
              ii.
If
                EVSF fails to satisfy the
                terms as required
                under the Plan of Exchange and Escrow Agreement, ADDE
                shall have the right at its
                sole discretion to unwind the transactionand instruct
                the Escrow Agent to
                refund theirMonetary
                Deposits. Meanwhile,
                the Promissory Note and
                the related Guarantee for $260,000 to Guoqiang Zhan dated March 4th
                shallbe
                void immediately. ADDE will not
                be entitled to keep any of the EVSF shares if they unwind the
                transaction.

            


    

     

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

    


     

    ENVIROSAFE
      CORP.

    


    


    


    By: /s/Guoqiang
      Zhan                                                                                             
                  
By: /s/Guoqiang
      Zhan

         
Guoqiang
      Zhan,
      President                                                                                                          
Guoqiang Zhan, Individually

    


    


    


    ADDE
      Education Hlds Ltd.

    


    


    


    By:
/s/
      Yan, Changping  

        
      Yan, Changping, President