EXHIBIT 10.2

                            SHARE PURCHASE AGREEMENT



THIS AGREEMENT is made as of the 1st day of April, 2002.

AMONG:

         KS E-MEDIA HOLDINGS, INC., a body corporate formed pursuant to the laws
         of the State of Delaware and having an office for  business  located at
         8751 Francis Road, Richmond, British Columbia, V6Y 1A8

         (the "Purchaser")

AND:

         SKALA INTERNATIONAL  ENTERPRISES INC., a body corporate formed pursuant
         to the  laws  of the  Province  of  British  Columbia  and  having  its
         registered  office  located  at 415  South  Tower,  5811  Cooney  Road,
         Richmond, British Columbia, V6X 3M1

         the "Vendor")

AND:

         MAHASE  BAHADOORSINGH,  businessman,  of  1107 - 11871  Horseshoe  Way,
         Richmond, British Columbia, V7A 5H5

         (the "Shareholder")

WHEREAS:

A.       Kama Sutra  Media  Ltd.  (the  "Company")  is a body  corporate  formed
         pursuant to the laws of the Province of British Columbia and engaged in
         the business of online  fulfillment,  marketing  unique products to the
         internet  consumer  based on the Secret Art of LoveMaking  from Ancient
         India known as KAMASUTRA;

B.       The Vendor owns all of the issued and outstanding  common shares in the
         capital stock of the Company (the "Company Shares");

C.       The Vendor has agreed to sell and the  Purchaser has agreed to purchase
         the  Company  Shares,  subject  to the  terms  and  conditions  of this
         Agreement; and

D.       The Shareholder  owns all of the issued and  outstanding  shares of the
         Vendor  and is being made party to this  Agreement  for the  purpose of
         jointly and  severally  covenanting  with the Vendor to  indemnify  the
         Purchaser in the manner hereinafter provided.




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NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and the mutual covenants,  agreements,  representations and warranties contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

Definitions

1.1      In this Agreement the following terms will have the following meanings:

         (a) "Agreement"  means this agreement  among the Purchaser,  the Vendor
and the Shareholder;

         (b)  "Business"  means all  aspects of the  business  conducted  by the
Company, including,  without limitation, the online fulfillment and marketing of
unique products to the internet  consumer based on the Secret Art of Love-Making
from Ancient India known as KAMASUTRA, and all other related activities;

         (c)  "Closing"  means  the  completion,  on the  Closing  Date,  of the
transactions contemplated hereby in accordance with Article 7 hereof;

         (d) "Closing Date" means the day on which all  conditions  precedent to
the completion of the transaction as contemplated  hereby have been satisfied or
waived;

         (e) "Company" means Kama Sutra Media Ltd.;

         (f)  "Company  Accounts  Payable and  Liabilities"  means all  accounts
payable  and  liabilities  of the Company due and owing as of the date hereof as
set forth is Schedule "A" hereto;

         (g) "Company  Accounts  Receivable"  means all accounts  receivable and
other debts owing to the Company as of the date hereof, if any;

         (h) "Company  Assets"  means the  undertaking  and all the property and
assets  of the  Business  of every  kind and  description  wheresoever  situated
including,  without  limitation,  the Company  Inventory,  the Company  Material
Contracts,  the  Company  Accounts  Receivable,  the Company  Cash,  the Company
Intangible Assets and the Company Goodwill,  and all credit cards,  charge cards
and banking cards issued to the Company, if any;

         (i)  "Company  Cash" means all cash on hand or on deposit to the credit
of the Company on the Closing Date;


         (j) "Company Goodwill" means the goodwill of the Business together with
the  exclusive  right of the  Purchaser to  represent  itself as carrying on the
Business in succession of the Company subject to the terms hereof,  the right to
all corporate,  operating and trade names  associated with the Business,  or any
variations  of such names as part of or in  connection  with the  Business,  all
telephone listings and telephone advertising contracts,  all lists of customers,
books and records and other information relating to the Business,  all necessary


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licenses and  authorizations  and any other rights used in  connection  with the
Business;

         (k) "Company  Intangible  Assets" means all of the intangible assets of
the  Company,   including,   without  limitation,   the  Company  Goodwill,  all
trademarks,  logos,  copyrights,  designs, and other intellectual and industrial
property;

         (l)  "Company  Inventory"  means  all  inventory  and  supplies  of the
Business existing on the Closing Dater as listed in Schedule "B" hereto;

         (m) "Company  Material  Contracts"  means the burden and benefit of and
the right,  title and  interest  of the  Company  in, to and under all trade and
non-trade  contracts,  engagements or  commitments,  whether written or oral, to
which the Company is entitled in connection with the Business including, without
limitation,   any  loan  agreements,   security   agreements,   indemnities  and
guarantees,  any  agreements  with  employees,  lessees,  licensees,   managers,
accountants, suppliers, agents, distributors,  officers, directors, attorneys or
others, and those contracts listed in Schedule "C" hereto;

         (n) "Company Shares" means all of the issued and outstanding  shares of
the Company's common stock without par value;

         (0) "Place of Closing" means the offices of the Purchaser or such other
place as the Purchaser and the Vendor may mutually agree upon;

         (p)  "Promissory  Note" means a demand  promissory note made payable to
the Vendor on account of the Purchase Price,  substantially in the form attached
hereto as Schedule"E";

         (q) "Purchaser" means KS E-Media Holdings, Inc.;

         (r) "Purchase Price" means the sum of C$25,000;

         (s) "Shareholder" means Mahase Bahadoorsingh; and

         (t) "Vendor" means Skala International Enterprises Inc.

Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.

Captions and Section Numbers

1.2 The headings and section references in this Agreement are for convenience of
reference  only and do not form a part of this Agreement and are not intended to
interpret,  define or limit the scope, extent or intent of this Agreement or any
provision thereof.

Section References and Schedules

1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other  subdivision  is to the  particular  Article,  section,  clause  or  other
subdivision  of this  Agreement  and any  reference to a Schedule by letter will
mean the appropriate  Schedule  attached to this Agreement and by such reference


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the appropriate  Schedule is incorporated  into and made part of this Agreement.
The Schedules to this Agreement are as follows:

Information concerning the Company

         Schedule "A"  Company Accounts Payable and Liabilities
         Schedule "B"  Company Inventory
         Schedule "C"  Company Material Contracts
         Schedule "D"  Debts to Related parties

Other Documents

         Schedule "E"  Promissory Note Severability of Clauses

1.4 If any part of this  Agreement  is  declared  or held to be invalid  for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement  would have been executed  without  reference to
any portion  which may,  for any  reason,  be  hereafter  declared or held to be
invalid.

                                    ARTICLE 2
                       PURCHASE AND SALE OF COMPANY SHARES

Sale of Company Shares

2.1 The Vendor  agrees to sell to the  Purchaser,  and the  Purchaser  agrees to
purchase from the Vendor, all the Company Shares at Closing subject to the terms
and conditions of this Agreement.

Consideration

2.2 In  consideration  of the sale of the  Company  Shares by the  Vendor to the
Purchaser,  the  Purchaser  agrees to pay to the  Vendor the  Purchase  Price at
Closing by delivery of the Promissory Note.


                                    ARTICLE 3
                        REPRESENTATIONS AND WARRANTIES OF
                   THE VENDOR AND THE SIGNIFICANT SHAREHOLDER

Representations and Warranties

3.1 Each of the Vendor and the Shareholder  jointly and severally  represent and
warrant in all  material  respects  to the  Purchaser,  with the intent that the
Purchaser  will rely thereon in entering  into this  Agreement and in completing
the transactions contemplated hereby, that:

The Company - Corporate Status and Capacity

         (a)  Incorporation.  The Company is a corporation duly incorporated and
validly subsisting under the laws of the Province of British Columbia, and is in
good standing with British Columbia Registrar of Companies;


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         (b)  Carrying  on  Business.  The  Company  carries on  business in the
Province  of  British  Columbia  and does not  carry  on any  material  business
activity  in any other  jurisdiction.  The  Company  has an office in  Richmond,
British Columbia and in no other locations.  The nature of the Business does not
require the Company to register or  otherwise  be qualified to carry on business
in any other jurisdiction;

         (c) Corporate Capacity.  The Company has the corporate power,  capacity
and authority to own the Company Assets and to carry on the Business;

The Vendor - Capacity and Tax Matters

         (d)  Capacity.  The Vendor has the full right,  power and  authority to
enter into and complete  this  Agreement on the terms and  conditions  contained
herein and to transfer  and cause the  transfer of full  legal,  registered  and
beneficial title and ownership of the Company Shares to the Purchaser;

The Company - Capitalization

         (e) Authorized Capital.  The authorized capital of the Company consists
of 100 common shares without par value (the "Company Shares');

         (f)  Ownership  of Company  Shares.  The issued and  outstanding  share
capital of the Company will on to Closing consist of 100 Company  Shares,  which
shares on Closing  shall be validly  issued  and  outstanding  as fully paid and
non-assessable  shares.  The Vendor  will be  immediately  prior to Closing  the
registered and beneficial  owner of all of the Company  Shares.  The Vendor owns
and will  immediately  prior to Closing own all of the  Company  Shares free and
clear of any and all liens,  charges,  pledges,  encumbrances,  restrictions  on
transfer and adverse claims whatsoever;


         (g) No Option.  No person,  firm or  corporation  has any  agreement or
option  or any  right  capable  of  becoming  an  agreement  or  option  for the
acquisition of the Company Shares or for the purchase,  subscription or issuance
of any of the unissued shares in the capital of the Company;

         (h)  No  Restrictions.  The  transfer  of  the  Company  Shares  to the
Purchaser will not be restricted  under the charter  documents of the Company or
under  any  agreement,  and will be  permitted  under  all  applicable  laws and
regulations;

The Company - Records and Company Financial Statements

         (i) Charter  Documents.  The charter  documents of the Company have not
been altered  since the  incorporation  of the  Company,  except as filed in the
record book of the Company;

         (j) Books and Records.  The books and records of the Company fairly and
correctly set out and disclose in all material  respects the financial  position
of the Company, and all material financial and other transactions of the Company
relating to the Business,  including any and all Company Material  Contracts and
any amendments thereto, have been accurately recorded or filed in such books and
records;


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         (k) Company Accounts  Receivable.  All Company Accounts  Receivable (if
any) are bona fide and are good and collectible without set-off or counterclaim;

         (l) Company  Accounts  Payable and  Liabilities.  There are no material
liabilities,  contingent or otherwise, of the Company which are not disclosed in
Schedule "B" hereto,  and the Company has not  guaranteed or agreed to guarantee
any debt,  liability or other  obligation  of any person,  firm or  corporation.
Without  limiting the  generality  of the  foregoing,  all accounts  payable and
liabilities of the Company, are described in Schedules "A" hereto;

         (m) No Debt to Related Parties. The Company is not, and on Closing will
not be,  materially  indebted to the Shareholder nor to any family member of the
Shareholder,  nor to any  affiliate,  director,  officer or  shareholder  of the
Company or the Vendor except as set forth in Schedule "D" hereto;

         (n) No Related  Party Debt to the  Company.  Neither the Vendor nor the
Shareholder is now indebted to or under any financial  obligation to the Company
on any account whatsoever;

         (o) No Dividends.  No dividends or other distributions on any shares in
the capital of the Company have been made, declared or authorized since the date
of the Company Financial Statements;

         (p) No Payments.  No payments of any kind have been made or  authorized
to or on behalf of the Vendor or the Shareholder or to or on behalf of officers,
directors,  shareholders  or employees of the Company or the Vendor or under any
management  agreements  with the Company,  except  payments made in the ordinary
course of  business  and at the  regular  rates of salary or other  remuneration
payable to them;

         (q) No Pension  Plans.  There are no  pension,  profit  sharing,  group
insurance or similar plans or other deferred  compensation  plans  affecting the
Company;

The Company - Income Tax Matters

         (r) Current Taxes. Adequate provisions have been made for taxes payable
for the current  period for which tax  returns are not yet  required to be filed
and there are no agreements,  waivers,  or other  arrangements  providing for an
extension  of time with  respect  to the filing of any tax return by, or payment
of, any tax,  governmental  charge or  deficiency  by the  Company.  Neither the
Vendor nor the  Shareholder is aware of any  contingent  tax  liabilities or any
grounds  which would prompt a  reassessment  including  aggressive  treatment of
income and expenses in filing earlier tax returns;

The Company- Applicable Laws and Legal Matters

         (s)  Licences.  The Company  holds all  licences  and permits as may be
requisite for carrying on the Business in the manner in which it has  heretofore
been carried on, which licences and permits have been maintained and continue to
be in good standing;

         (t) Applicable  Laws. The Company has not been charged with or received
notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders


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or decrees to which it is subject or which  apply to it the  violation  of which
would have a material  adverse effect on the Company,  and the Company is not in
breach  of any  laws,  ordinances,  statutes,  regulations,  by-laws,  orders or
decrees the  contravention of which would result in a material adverse impact on
the Business;

         (u) Pendino or Threatened  Litigation.  There is no material litigation
or  administrative  or governmental  proceeding or enquiry pending or threatened
against or relating to the Company, the Business,  or any of the Company Assets,
nor does the Vendor or the Shareholder  have any knowledge of any deliberate act
or  omission  of the  Company  that would form any  material  basis for any such
action, proceeding or enquiry;

         (v) No Bankruptcy. The Company has not made any voluntary assignment or
proposal  under  applicable  laws relating to insolvency  and  bankruptcy and no
bankruptcy petition has been filed or presented against the Company and no order
has  been  made or a  resolution  passed  for  the  winding-up,  dissolution  or
liquidation of the Company;

         (w)  Labour  Matters.  The  Company  is not  party  to  any  collective
agreement relating to the Business with any labour union or other association of
employees and no part of the Business has been  certified as a unit  appropriate
for collective bargaining or, to the knowledge of the Vendor or the Shareholder,
has made any attempt in that regard;

         (x)  Finder's  Fees.  The Company is not party to any  agreement  which
provides for the payment of finder's fees, brokerage fees,  commissions or other
fees or amounts which are or may become payable to any third party in connection
with  the  execution  and  delivery  of  this  Agreement  and  the  transactions
contemplated herein;

Execution and Performance of Agreement

         (y)  Authorization  and  Enforceability.  The execution and delivery of
this Agreement, and the completion of the transactions contemplated hereby, have
been duly and validly  authorized by all necessary  corporate action on the part
of the  Vendor  and this  Agreement  constitutes  a  legal,  valid  and  binding
obligation  of  the  Vendor  and is  enforceable  against  the  Vendor  and  the
Shareholder in accordance with its terms;


         (z) No Violation or Breach. The performance of this Agreement will not

                  (i) violate the charter  documents of the Company or result in
         any breach of, or default under, any loan agreement,  mortgage, deed of
         trust, or any other agreement to which the Vendor, the Shareholder, the
         Company, or any of them, is a party,

                  (ii) give any  person  any right to  terminate  or cancel  any
         agreement   including,   without   limitation,   the  Company  Material
         Contracts, or any right or rights enjoyed by the Company,

                  (iii) result in any  alteration of the  Company's  obligations
         under any  agreement to which the Company is party  including,  without
         limitation, the Company Material Contracts,

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                  (iv)  result  in the  creation  or  imposition  of  any  lien,
         encumbrance  or  restriction  of any nature  whatsoever  in favour of a
         third party upon or against the Company Assets,

                  (v)  result  in the  imposition  of any tax  liability  to the
         Company relating to the Company Assets or the Company Shares, or

                  (vi)  violate  any court  order or decree to which the Company
         and the Vendor or any of them are subject.

The Company Assets - Ownership and Condition

         (aa) Business  Assets.  The Company Assets comprise all of the property
and assets of the Business,  and none of the Vendor or the  Shareholder  nor any
other  person,  firm or  corporation  owns any  assets  used by the  Company  in
operating  the  Business,  whether  under a  lease,  rental  agreement  or other
arrangement;

         (bb)  Title.  The  Company  is the  legal and  beneficial  owner of the
Company  Assets,  free and  clear of all  mortgages,  liens,  charges,  pledges,
security interests, encumbrances or other claims whatsoever;

         (cc) No Option.  No person,  firm or  corporation  has any agreement or
option or a right  capable of becoming an  agreement  for the purchase of any of
the Company Assets;

         (dd) Company Material Contracts.  The Company Material Contracts listed
in Schedule "B" constitute all of the material contracts of the Company;

         (ee) No  Default.  There  has not  been  any  default  in any  material
obligation of either of the Company,  the Vendor or the Shareholder or any other
party to be performed under any of the Company Material Contracts, each of which
is in good standing and in full force and effect and unamended,  and neither the
Vendor nor the  Shareholder  is aware of any default in the  obligations  of any
other party to any of the Company Material Contracts;

         (ff)  No  Compensation   on  Termination.   There  are  no  agreements,
commitments or understandings relating to severance pay or separation allowances
on termination of employment of any employee of the Company.  The Company is not
obliged to pay benefits or share profits with any employee after  termination of
employment except as required by law;

The Company Assets - Company Goodwill and Other Assets

         (gg) Company  Goodwill.  The Company carries on the Business only under
the  names  "Kama  Sutra  Media  Ltd."  and  kamasutracd.com  and under no other
business or trade  names.  The Company has the legal right to use its  corporate
name in the Province of British Columbia and neither the Company, the Vendor nor
the  Shareholder  is aware of any names similar to "Kama Sutra CD" in use in any
areas where the Business is conducted or is planned to be conducted. Neither the
Vendor nor the Shareholder has any knowledge of any  infringement by the Company
of any patent, trademark, copyright or trade secret; and




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The Business

         (hh) No Ownership of Company.  The Company does not own any  subsidiary
and does not otherwise own,  directly or  indirectly,  any shares or interest in
any other corporation, partnership, joint venture or firm.

Non-Merger and Survival

3.2 The  representations  and  warranties  of the  Vendor  and  the  Shareholder
contained  herein will be true at and as of Closing in all material  respects as
though  such   representations  and  warranties  were  made  as  of  such  time.
Notwithstanding  the completion of the  transactions  contemplated  hereby,  the
waiver of any condition  contained herein (unless such waiver expressly releases
a party from any such  representation or warranty) or any investigation  made by
the  Purchaser,  the  representations  and  warranties  of the  Vendor  and  the
Shareholder shall survive the Closing.

Indemnity

3.3 The Vendor and the Shareholder  jointly and severally agree to indemnify and
save  harmless  the  Purchaser  from and against  any and all  claims,  demands,
actions, suits, proceedings,  assessments, judgments, damages, costs, losses and
expenses,  including  any payment made in good faith in  settlement of any claim
(subject  to the  rights of the Vendor  and the  Shareholder  to defend any such
claim),  resulting  from  the  breach  by any of them of any  representation  or
warranty of such party under this Agreement or from any  misrepresentation in or
omission from any certificate or other  instrument  furnished or to be furnished
by the Vendor or the Shareholder to the Purchaser hereunder.

                                    ARTICLE 4
                             COVENANTS OF THE VENDOR

Covenants

4.1 The Vendor and the Shareholder jointly and severally covenant and agree with
the Purchaser that they will:

         (a)  Conduct of  Business.  Until the  Closing,  conduct  the  Business
diligently and in the ordinary  course  consistent  with the manner in which the
Business  generally  has  been  operated  up to the  date of  execution  of this
Agreement;

         (b) Preservation of Business. Until the Closing, use their best efforts
to preserve  the  Business  and the  Company  Assets  and,  without  limitation,
preserve for the  Purchaser the Company's  relationships  with their  suppliers,
customers and others having business relations with them;

         (c)  Access.   Until  the   Closing,   give  the   Purchaser   and  its
representatives  full  access  to  all  of  the  properties,  books,  contracts,
commitments and records of the Company relating to the Company, the Business and
the Company  Assets,  and furnish to the Purchaser and its  representatives  all
such information as they may reasonably request; and

         (d) Procure  Consents.  Until the Closing,  take all  reasonable  steps
required to obtain,  prior to Closing, any and all third party consents required

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to permit the transfer of the Company  Shares to the  Purchaser  and to preserve
and maintain  the Company  Assets,  including  the Company  Material  Contracts,
notwithstanding  the change in control of the Company  arising from the purchase
of the Company Shares by the Purchaser.

Authorization

4.2 The Vendor and the  Shareholder  hereby agree to promptly cause the Company,
upon the request of the Purchaser,  to authorize and direct any and all federal,
provincial,  municipal,  foreign and  international  governments  and regulatory
authorities.  having jurisdiction  respecting the Company to release any and all
information  in  their  possessin  respecting  the  Company  to  the  Purchaser.
-The'Vendor and the Shareholder  shall promptly cause the Company to execute and
deliver to the Purchaser any and all consents to the release of information  and
specific  authorizations  which the Purchaser reasonably requires to gain access
to any and_ all such information.

Survival

4.3      The covenants set forth in this Article shall survive until the Closing
for the benefit of the Purchaser.

                                    ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Representations and Warranties

5.1 The Purchaser represents and warrants in all material respects to the Vendor
and the  Shareholder,  with the intent that the Vendor and the Shareholder  will
rely thereon in entering into this Agreement and in completing the  transactions
contemplated hereby, that:

The Purchaser - Corporate Status and Capacity

         (a) Incorporation. The Purchaser is a corporation duly incorporated and
validly  subsisting  under  the laws of the  State of  Delaware,  and is in good
standing with the office of the Secretary of State for the State of Delaware;

         (b) Carrying on Business. The Purchaser has not carried on and does not
now carry on any material  business  activity.  The  Purchaser  has an office in
Richmond, British Columbia and in no other locations;

         (c) Corporate Capacity. The Purchaser has the corporate power, capacity
and authority to enter into and complete this Agreement;

Non-Merger and Survival

5.2 The representations and warranties of the Purchaser contained herein will be
true  at  and  as  of  Closing  in  all   material   respects   as  though  such
representations  and warranties were made as of such time.  Notwithstanding  the
completion of the transactions  contemplated hereby, the waiver of any condition
contained  herein (unless such waiver  expressly  releases a party from any such
representation  or  warranty)  or any  investigation  made by the  Vendor or the
Shareholder,  the  representations and warranties of the Purchaser shall survive
the Closing.

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Indemnity

5.3 The  Purchaser  agrees to  indemnify  and save  harmless  the Vendor and the
Shareholder  from and  against  any and all  claims,  demands,  actions,  suits,
proceedings,  assessments,  judgments,  damages,  costs,  losses  and  expenses,
including any payment made in good faith in settlement of any claim  (subject to
the right of the Purchaser to defend any such claim),  resulting from the breach
by it of any  representation  or warranty of such party under this  Agreement or
from  any  misrepresentation  in or  omission  from  any  certificate  or  other
instrument  furnished or to be furnished by the  Purchaser to the Vendor and the
Shareholder hereunder.

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

Conditions Precedent in favour of the Purchaser

6.1 The  Purchaser's  obligations  to carry  out the  transactions  contemplated
hereby  is  subject  to the  fulfillment  of  each of the  following  conditions
precedent on or before the Closing:

         (a) all  documents or copies of  documents  required to be executed and
delivered to the Purchaser hereunder will have been so executed and delivered;

         (b) the Purchaser shall have completed its due diligence  review of the
affairs  of the  Company,  and  shall be  satisfied  with  same in all  material
respects;

         (c) all of the terms,  covenants and conditions of this Agreement to be
complied  with or  performed  by the Vendor at or prior to the Closing will have
been complied with or performed;

         (d) title to the  Company  Shares and  Company  Assets will be free and
clear  of  all  mortgages,   liens,   charges,   pledges,   security  interests,
encumbrances or other claims whatsoever; and

         (e)  the  Vendor  will  have  transferred  the  Company  Shares  to the
Purchaser and the Company  Shares will be issued to the Purchaser and registered
on the books of the Company in the name of the Purchaser at Closing.

Waiver by the Purchaser

6.2 The conditions  precedent set out in the preceding  section are inserted for
the exclusive  benefit of the Purchaser and any such  condition may be waived in
whole or in part by the  Purchaser at or prior to Closing by  delivering  to the
Vendor a written  waiver to that effect  signed by the  Purchaser.  In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing the Purchaser  shall be released  from all  obligations
under this Agreement.

Conditions Precedent in Favour of The Vendor

6.3 The  obligation  of the Vendor to carry  out-the  transactions  contemplated
hereby  is  subject  to the  fulfillment  of  each of the  following  conditions
precedent on or before the Closing:

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<PAGE>

         (a) all documents or copies of documents  required to  be-executed  and
delivered to the Vendor hereunder will have been so executed and delivered; and

         (b) all of the terms,  covenants and conditions of this Agreement to be
complied with or performed by the Purchaser at or prior to the Closing will have
been complied with or performed. Waiver by The Vendor

6.4 The conditions  precedent set out in the preceding  section are inserted for
the  exclusive  benefit of the Vendor  and any such  condition  may be waived in
whole or in part by the Vendor at or prior to the Closing by  delivering  to the
Purchaser a written  waiver to that effect signed.  by the Vendor.  In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing the Vendor shall be released from all obligations under
this Agreement.

Nature of Conditions Precedent

6.5 The  conditions  precedent  set  forth in this  Article  are  conditions  of
completion  of the  transactions  contemplated  by  this  Agreement  and are not
conditions  precedent  to the  existence  of a  binding  agreement.  Each  party
acknowledges   receipt  of  the  sum  of  $1.00  and  other  good  and  valuable
consideration  as  separate  and  distinct  consideration  for  agreeing  to the
conditions  of  precedent  in favour of the other  party or parties set forth in
this Article.

Confidentiality

6.6  Notwithstanding  any provision  herein to the contrary,  the parties hereto
agree that the existence and terms of this Agreement are  confidential  and that
if this  Agreement is terminated  the parties agree to return to one another any
and all financial, technical and business documents delivered to the other party
or parties in connection  with the  negotiation  and execution of this Agreement
and shall keep the terms of this  Agreement  and all  information  and documents
received from the Company and the contents thereof  confidential and not utilize
nor reveal or release same.

                                    ARTICLE 7
                                     CLOSING

Closing

7.1 The purchase  and sale of the Company  Shares will be closed at the Place of
Closing in accordance with the closing procedure set out in this Article.

Documents to be Delivered by The Vendor

7.2      On or before the Closing, the Vendor will deliver or cause to be
delivered to the Purchaser:

         (a)  certified   copies  of  such  resolutions  of  the  directors  and
shareholders  of the  Vendor  as are  required  to be passed  to  authorize  the
execution, delivery and implementation of this Agreement;




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<PAGE>

         (b) the  original or certified  copies of the charter  documents of the
Company and all corporate records documents and instruments of the Company,  the
corporate seals of the Company and all books and accounts of the Company;

         (c)  certificates  representing  the Company Shares,  duly endorsed for
transfer to the  Purchaser,  together  with a duly  executed  share  certificate
respecting  the Company Shares issued to the Purchaser and recorded in the share
register of the Company;

         (d) certified copies of such resolutions of the Company documenting the
transfer of the Company Shares to the Purchaser;

         (e) all reasonable consents or approvals required to be obtained by the
Vendor and the Company  for the  purposes  of validly  transferring  the Company
Shares to the  Purchaser and  preserving  and  maintaining  the interests of the
Company  under any and all  Company  Material  Contracts  and in relation to the
Company Assets;

         (f) an  acknowledgement  from the  Vendor  of the  satisfaction  of the
conditions precedent set forth in section 6.3 hereof; and

         (g) such other  documents as the  Purchaser may  reasonably  require to
give effect to the terms and intention of this Agreement.

Documents to be Delivered by the Purchaser

7.3      On or before the Closing, the Purchaser shall deliver or cause to be
delivered to the Vendor:

         (a) the Promissory Note;

         (b)  certified  copies  of  such  resolutions  of the  director  of the
Purchaser as are required to be passed to authorize the execution,  delivery and
implementation of this Agreement; and

         (c) an  acknowledgement  from the Purchaser of the  satisfaction of the
conditions precedent set forth in section 6.1 hereof.

                                    ARTICLE 8
                               GENERAL PROVISIONS

Arbitration

8.1 The  parties  hereto  shall  attempt to resolve  any  dispute,  controversy,
difference or claim arising out of or relating to this  Agreement by negotiation
in good  faith.  If  such  good  negotiation  fails  to  resolve  such  dispute,
controversy,  difference  or claim  within  fifteen  (15)  days  after any party
delivers  to any other  party a notice of its  intent to submit  such  matter to
arbitration,  then any party to such dispute,  controversy,  difference or claim
may  submit  such  matter  to  arbitration  in the  City of  Vancouver,  British
Columbia.





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<PAGE>

Notice

8.2 Any notice  required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address of the intended  recipient
stated above by personal delivery,  prepaid single certified or registered mail,
or  telecopier.  Any  notice  delivered  by mail  shall be  deemed  to have been
received on the fourth  business  day after and  excluding  the date of mailing,
except in the event of a  disruption  in regular  postal  service in which event
such notice shall be deemed to be  delivered on the actual date of receipt.  Any
notice  delivered  personally  or by  telecopier  shall be  deemed  to have been
received on the actual date of delivery.

Change,of Address

8.3 Any party may, by notice to the other parties  change its address for notice
to some other address in North America and will so change its address for notice
whenever  the existing  address or notice  ceases to be adequate for delivery by
hand. A post office box may not be used as an address or service.

Further Assurances

8.4 Each of the  parties  will  execute  and  deliver  such  further  and  other
documents  and do and perform such further and other acts as any other party may
reasonably  require to carry out and give effect to the terms and  intention  of
this Agreement.

Time of the Essence

8.5      Time is expressly declared to be the essence of this Agreement.  Entire
Agreement

8.6 The provisions  contained  herein  constitute the entire agreement among the
Vendor,  the Purchaser and the Shareholder  respecting the subject matter hereof
and  supersede  all previous  communications,  representations  and  agreements,
whether verbal or written,  among the Vendor,  the Purchaser and the Shareholder
with respect to the subject matter hereof.

Enurement

8.7 This  Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective  heirs,  executors,  administrators,  successors and
permitted assigns.

Assignment

8.8      This Agreement is not assignable without the prior written  consent  of
the parties hereto. Counterparts

8.9 This Agreement may be executed in counterparts,  each of which when executed
by any party will be deemed to be an original and all of which counterparts will
together  constitute one and the same Agreement.  Delivery of executed copies of
this Agreement by telecopier  will  constitute  proper  delivery,  provided that
originally  executed   counterparts  are  delivered  to  the  parties  within  a
reasonable time thereafter.


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<PAGE>

Applicable Law

8.10 This  Agreement is subject to the laws of the Province of British  Columbia
and the laws of Canada  applicable  therein and,  subject to section 8.1 hereof,
the parties hereto irrevocably attom to the exclusive jurisdiction of the Courts
of the Province of British Columbia.

Independent Legal Advice

8.11 The Purchaser has obtained legal advice  concerning  this Agreement and has
requested that the Vendor and Shareholder  obtain  independent legal advice with
respect to same before executing this Agreement. The Vendor and the Shareholder,
in executing  this  Agreement,  represent and warrant to the Purchaser that they
have been so advised to obtain  independent legal advice,  and that prior to the
execution of this  Agreement they have so obtained  independent  legal advice or
have, in their discretion, knowingly and willingly elected not to do so

IN WITNESS WHEREOF the parties have executed this Agreement  effective as of the
day and year first above written.

KS E-MEDIA HOLDINGS, INC.

/s/ Mayur Pandya
----------------------
  Authorized Signature


SKALA INTERNATIONAL ENTERPRISES INC.

/s/  Mahase Bahadoorsingh
-------------------------
    Authorized Signature
                                            /s/  Mahase  Bahadoorsingh
                                            -----------------------------
/s/ Eric Boehnke                            MAHASE  BAHADOORSINGH
-------------------
Witness


                                  Schedule "A"

                    COMPANY ACCOUNTS PAYABLE AND LIABILITIES

This is Schedule "A" to the Share Purchase Agreement dated April 1't, 2002 among
KS E-Medla  Holdings,  Inc.,  Skala  International  Enterprises  Inc. and Mahase
Bahadoorsingh.

None.








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                                  Schedule "B"
                                COMPANY INVENTORY

This Is .Schedule  "B" to the Share  Purchase  Agreement  dated April 1st,  2002
among KS E-Media Holdings, Inc., Skala International Enterprises Inc. and Mahase
Bahadoorsingh.


1.       965 KamasutraCDs
2.       145 Kamasutra Love Games









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                                  Schedule "C"
                           COMPANY MATERIAL CONTRACTS

This is Schedule "C" to the Share Purchase  Agreement dated April 1". 2002 among
KS  E-Medla-Holdings,  Inc.,  Skala  International  Enterprises  Inc. and Mahase
Bahadoorsingh.

1.  Assignment  Agreement dated March 13, 2002 between Kama Sutra Media Ltd. and
Skala  International  Enterprises Inc. assigning all of Skala Enterprises Inc.'s
right,  title and interest in and to that certain  Distribution  Agreement dated
May 19,  2001  (as  amended  February  21,  2002)  between  Skala  International
Enterprises Inc. and Amit Raheja to Kama Sutra Media Ltd.









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                                  Schedule "D"

                            DEBTS TO RELATED PARTIES

This Is Schedule "D" to the Share Purchase Agreement dated April 1't, 2002 among
KS E-Media  Holdings,  Inc.,  Skala  International  Enterprises  Inc. and Mahase
Bahadoorsingh.

None.












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                                  Schedule "E"
                             DEMAND PROMISSORY NOTE

This Is Schedule "E" to the Share Purchase  Agreement dated April 1"% 2002 among
KS E-Media  Holdings,  Inc.,  Skala  International  Enterprises  Inc. and Mahase
Bahadoorsingh.

FOR VALUE RECEIVED KS E-MEDIA HOLDINGS, INC.  unconditionally promises to pay to
or to the order of SKALA INTERNATIONAL  ENTERPRISES INC. on demand at Vancouver,
British Columbia the sum of C$25,000.00 (Twenty-Five Thousand Canadian Dollars),
and to pay interest from the date of this Promissory Note on the said sum or the
amount from time to time remaining unpaid at 10% per annum.  Such interest shall
be calculated and payable  annually on the  anniversary  date of this Note while
this Note is outstanding, both before and after demand, default and judgment.

The  principal  and interest of this  Promissory  Note shall be paid in Canadian
dollars without set-off or counterclaim.

KS E-MEDIA HOLDINGS, INC. waives presentment,  protest and notice of any kind in
the enforcement of this promissory note.

Made at  Vancouver,  British  Columbia  this  day of  April,  2002.  KS  E-MEDIA
HOLDINGS, INC.



Per:
         ----------------------------
         Authorized Signatory







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