Exhibit 10.1 Cover to the PLAN OF EXCHANGE AGREEMENT dated 9th day of January, 2008, by and among AMSTAR FINANCIAL HOLDINGS, INC., ("AFLH"), and HONGKONG MERIT ENTERPRISE LIMITED,("MERIT") and its subsidiaries, SHAANXI Xidenghui TECHNOLOGY STOCK CO.,...

Exhibit 10.1

Cover to the PLAN OF EXCHANGE AGREEMENT dated 9th day of January,
2008, by and among AMSTAR FINANCIAL HOLDINGS, INC., ("AFLH"), and
HONGKONG MERIT ENTERPRISE LIMITED,("MERIT") and its subsidiaries,
SHAANXI   Xidenghui   TECHNOLOGY  STOCK  CO.,  LTD  ("XIDENHUI"),
including SHAANXI BAI SHUI DU KANG  LIQUOR CO., LTD. ("Du Kang"),
(all of which shall be collectively referred to as "Du Kang").