AGREEMENT AND PLAN OF MERGER

                      -------------------------------------



                                      AMONG



                         KUSHI NATURAL FOODS CORPORATION



                                 KUSHI SUB, INC.



                                       AND



                  HANXIN (CORK) INTERNATIONAL HOLDING CO., LTD.



            XI'AN CORK INVESTMENTS CONSULTATIVE MANAGEMENT CO., LTD.



                  XIAN HAN XIN SCIENCE AND TECHNOLOGY CO., LTD







                                  JULY 11, 2005







<PAGE>















         THIS AGREEMENT AND PLAN OF MERGER ("AGREEMENT") is made and entered

into as of July 11, 2005, by and among KUSHI NATURAL FOODS CORPORATION, a

Delaware corporation ("PARENT"), KUSHI SUB, INC., a Delaware corporation and a

wholly owned subsidiary of Parent ("ACQUISITION SUB") and HANXIN (CORK)

INTERNATIONAL HOLDING CO., LTD., a British Virgin Islands limited liability

corporation (the "COMPANY"), as the direct parent of XI'AN CORK INVESTMENTS

CONSULTATIVE MANAGEMENT CO., LTD. ("INVESTMENTS") and the indirect parent of

XIAN HAN XIN SCIENCE AND TECHNOLOGY CO., LTD. ("Hanxin"), both of which

subsidiaries are corporations incorporated under the laws of The People's

Republic of China (the Company, Investments and Hanxin are referred hereinafter

as the "Companies").



         WHEREAS, the respective Boards of Directors of Parent, Acquisition Sub

and the Company have determined that a merger of the Company with and into the

Acquisition Sub (the "Merger"), upon the terms and subject to the conditions set

forth in this Agreement, would be fair and in the best interests of their

respective shareholders, and such Boards of Directors have approved such Merger,

pursuant to which Parent shall issue to the Company's shareholders, as Merger

Consideration (as defined in Section 2.01), shares of Common Stock of Parent, as

well as shares of Preferred Stock thereof, which shall, upon conversion of the

Preferred Stock, constitute ninety-five percent (95%) of the issued and

outstanding total shares of Parent's Common Stock ("PARENT COMMON STOCK")

immediately after the Merger, and whereby the stockholders of the Parent (as

determined immediately preceding the Merger) shall retain the remaining five

percent (5%) of the Parent Common Stock; and



         WHEREAS, the parties hereto intend and accordingly designate the Merger

so that the Merger shall qualify as a reorganization for federal income tax

purposes under the provisions of Section 368 of the Internal Revenue Code of

1986, as amended (the "CODE"); and



         WHEREAS, Parent, Acquisition Sub, and the Companies desire to make

certain representations, warranties, covenants and agreements in connection with

the Merger and also to prescribe various conditions to the Merger.



         NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements herein contained, and intending to be legally bound

hereby, Parent, Acquisition Sub and the Companies hereby agree as follows:









                                    ARTICLE I



                                   THE MERGER



         SECTION 1.01THE MERGER. Upon the terms and subject to the conditions

set forth in this Agreement, and in accordance with the Delaware General

Corporation Law (the "DGCL"), the Company shall merge with and into Acquisition

Sub at the Effective Time of the Merger (as defined in Section 1.03). Following

the Effective Time, the separate existence of the Company shall cease, and the

Acquisition Sub shall continue as the surviving corporation ("SURVIVING

CORPORATION"), with Investments as its wholly owned subsidiary, and shall

further succeed to and assume all the rights and obligations of the Company in

accordance with the DGCL.







<PAGE>







         SECTION 1.02   THE CLOSING.



         (a) The Closing of the transactions contemplated by this Agreement (the

"CLOSING") shall take place in the offices of McLaughlin & Stern LLP, 260

Madison Avenue, New York, New York 10016 on the 18th day of July, 2005,

commencing at 10:00am Eastern Daylight Saving Time (the "CLOSING DATE"), unless

another place or time is mutually agreed upon in writing by the parties;

PROVIDED, HOWEVER, that the Closing Date shall be no later than July 31, 2005.





         (b) At the Closing or prior thereto, Parent and the Company shall

exchange the various certificates, instruments and such documents referred to in

Article VII of this Agreement.





         SECTION 1.3       EFFECTIVE TIME.





         (a) Subject to the provisions of this Agreement, as soon as practicable

on or after the Closing Date, Acquisition Sub shall file the Articles of Merger

or other appropriate documents (in any such case, the "ARTICLES OF MERGER")

executed in accordance with the relevant provisions of the DGCL and shall make

all other filings or recordings required under the DGCL in order to effectuate

the Merger and in order to accomplish the proper execution of Acquisition Sub's

and Parent's obligations under this Agreement.





         (b) The Merger shall become effective at such time as the Articles of

Merger are duly filed with the Delaware Secretary of State, or at such other

time as the Parent and the Company shall agree as should be specified in the

Articles of Merger (the time the Merger becomes effective being hereinafter

referred to as the "EFFECTIVE TIME").





         (c) Upon the Effective Time, Parent shall deliver to the Company's

shareholders the certificates evidencing the Merger Consideration shares issued

by the Parent as set forth in Section 2.01, with stock powers duly executed in

blank, which shall be subject to the restrictions thereon as set forth in

Section 1.09.



         (d) The Surviving Corporation may, at any time after the Effective

Time, take any action (including executing and delivering any document) in the

name and on behalf of either the Company or the Acquisition Sub in order to

carry out and effectuate the transactions contemplated by this Agreement. From

the Effective Time, the Surviving Corporation shall possess all of the rights,

privileges, powers and franchises and be subject to all of the restrictions,

disabilities and duties of the Company and Acquisition Sub, all as provided

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