<PAGE>   1

                                                                    EXHIBIT 10.3



THIS AGREEMENT is made this 12th day of June in the Year Two Thousand and One

BETWEEN

Delightmen Limited whose registered office is situate at Room 1702, 1715-16,
17/F., Asian House, 1 Hennessy Road, Wanchai, Hong Kong, Lam Chi Yin; ([name of
Lam Chi Yin in Chinese] holder of Hong Kong Identity Card No. D330373(0), of
Room 19D, Block 11, Phase 4, Laguna City, Kowloon; Ever Base Investment Limited
whose registered office is situate at Room 1702, 1715-16, 17/F., Asian House, 1
Hennessy Road, Wanchai, Hong Kong; and Sham Chi Kit ([name of Sham Chi Kit in
Chinese]) holder of Hong Kong Identity Card No. E918077(3), of Flat B, 1/F.,
1A-B Link Road, Caroline Heights, Happy Valley, Hong Kong (hereinafter
collectively called "the Vendors") of the one part and

Quintalinux Limited of Suites 2207-2208, 22nd floor, Metro Centre II, 21 Lam
Hing Street, Kowloon, Hong Kong (hereinafter referred to as "the Purchaser") of
the other part.

WHEREAS

1.   SONIK INTERIOR CONTRACTING COMPANY LIMITED [name of Sonik in Chinese] is a
     Hong Kong private limited company bearing company registration no. 296497
     with its registered office address situated at Room 1702, 1715-16, 17/F.,
     Asian House, 1 Hennessy Road, Wanchai, Hong Kong carrying on a business of
     CONCEPTWEALTH INTERIOR CONTRACTING COMPANY ([name of Conceptwealth Interior
     Contracting Company in Chinese]) (Business Registration No.
     14031923-001-01-01-05) and has an authorized share capital of HK$25,000.00
     consisting of 25,000 shares of HK$1.00 each as shown in Schedule A
     (hereinafter referred to as "the Company"). The Company is now holding the
     shares of Sonik Trading (China) Company Limited, Sonik Building Materials

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     Company Limited, Sonik Interiors (China) Limited and Sonwa Interiors
     (China) Limited.

2.   Delightment Ltd. is, Ever Base Investment Ltd. and Lam Chi Yin is and was
     the registered and beneficial owner of 5000 shares of the Company.
     Delightment Ltd. is and was the registered owner of 5,000 shares of the
     Company but in fact Lam Chi Yin is and was beneficial owner of the said
     5,000 shares of the Company. Ever Base Investment Ltd. is and was the
     registered owner of 15,000 shares of the Company but in fact Sham Chi Kit
     is and was beneficial owner of the said 15,000 shares of the Company. Lam
     Chi Yin is and was also the registered and beneficial owner of 5,000 shares
     of the Company. The Vendors are the shareholders of the Company of the
     respective shareholdings now registered under their names as specified in
     Schedule A.

3.   The Company is at the date of this Agreement indebted to its Creditors in
     the total sum shown in the Audited Accounts attached under Annexure A.

4.   The Company's business is to carry out trade and business in the interior
     design and contracting industry.

5.   The Vendors has after completion of the sales shares agreed to guarantee
     the net income of the Company not less than HK$12M during the period from
     1st October 2000 to 31st March 2003.

6.   The Vendors has also agreed to guarantee the payment of the outstanding
     account receivable from the debtors of the Company.

7.   The Purchaser is now desirous of acquiring an aggregate of One-Hundred
     percent (100%) of the total shares in the Company from the Vendors but not
     including the shares of Sonik Trading (China) Company Limited, Sonik
     Building Materials Company Limited, Sonik Interiors (China) Limited and
     Sonwa Interiors (China) Limited with the approval of all the members of the
     Company upon the terms and conditions appearing hereinafter.

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WHEREBY IT IS AGREED by and between the parties as follows:-

1.   In this Agreement and the Schedule unless the context otherwise requires:

<TABLE>
     <S>                       <C>      <C>
     "the Accounts"            means    the report of the directors and the
                                        audited Statement of Accounts of the
                                        Company attached in Annexure A

     "Completion"              means    the performance of their respective
                                        obligations by the parties hereto under
                                        Clause 5

     "Completion Date"         means    as set out in Clause 5

     "Company Liabilities"     means    any civil claims suits charges and taxes
                                        liabilities imposed on the Company by
                                        any regional or national governmental
                                        authorities of the People's Republic of
                                        China and Hong Kong Special
                                        Administrative Region

     "Audited Accounts"        means    the audited balance sheet of the Company
                                        as at 30th September 2000 and the Profit
                                        and Loss Account of the Company for the
                                        period from 1st April 2000 to 30th
                                        September 2000, copies of which are
                                        attached under Annexure A

     "Payment Mode & Dates"    means    please refer to Schedule C

     "Account Receivable"      means    the outstanding account receivable of
                                        the Company up to 30th September 2000.

     "Purchaser's Office"      means    Suites 1404-06, Devon House, 979 King's
                                        Road, Taikoo Place, Island East,
                                        Hong Kong

     "Sale Shares"             means    100 percent of the 25,000 shares i.e.
                                        25,000 shares, please see Schedule D

</TABLE>

1.2  Reference in this Agreement to recitals, clauses and schedules are to the
     Recitals, Clauses and Schedules of this Agreement and the Schedules shall
     be deemed to be incorporated into and form part of this Agreement.

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1.3  The headings to the clauses are for ease of reference only and shall not
     affect the interpretation of this Agreement.

1.4  All representations warranties undertakings indemnities covenants
     agreements and obligations given or entered into by more than one person
     are given and entered into jointly and severally.

1.5  The expressions "the Vendors", "the Purchasers" and "the Creditors" shall
     where the context permits include their respective successors and personal
     representatives.

1.6  The expression "person" shall where the context permits include
     corporation.

2a.  Each of the Vendors shall sell as beneficial owners (and shall cause each
     other to sell) those shares set opposite to their names in Schedules A in
     such amount set out in Schedule D and the Purchaser relying on each of the
     representations and warranties of the undertakings and indemnities given by
     the Vendors herein contained shall purchase the Sale Shares as set out in
     Schedule D on and with effect from the Completion Date free from all
     liabilities encumbrances charges liens rights of pre-emption and with all
     rights attaching thereto.

2b.  In consideration of the Purchaser agreeing to purchase the sales shares
     from the Vendors, the Vendors hereby agree to guarantee the net income of
     the Company not less than HK$12M during the period from 1st October 2000 to
     31st March 2003 after completion of the sales and purchases of the sales
     shares and hereby agree to guarantee the payment of the outstanding account
     receivable from the debtors of the Company. The Purchaser hereby agree to
     provide an assistance for tendering for projects over a contract sum of
     HK$10M during the guarantee period.

2c.  In consideration of the Purchaser agreeing to purchase 100% of sales
     shares, Lam Chi Yin and Sham Chi Kit, the existing directors of the
     Company, hereby agree not to resign from the Company during the period from
     the date of this agreement to

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     31st March 2003 and agree to perform their best performance to serve as
     directors of the Company in order to maintain the existing client.

2d.  In case of Mr. Chu Tat and Mr. Li Wai Ho, Perick, the existing directors
     and shareholders of the Purchaser, resigns or is removed from the board of
     directors of the Purchaser, the Vendors shall be entitled to purchase back
     all the shares of the Company.

3.   The purchase price for the Sale Shares shall be the sum of Hong Kong
     Dollars Six Million Only (HK$6,000,000.00) ("the Purchase Price") and shall
     be apportioned as set out in Schedule D and to be paid by the Purchaser to
     the Vendors in such mode and manner as stipulated in Schedule C.

4.   The Purchaser shall not be obliged to complete the purchase of any of the
     Sale Shares unless the purchase of all the Sale Shares is completed
     simultaneously.

5.   Subject as hereinafter provided Completion shall take place within 14 days'
     written notice given by the Purchaser to the Vendors (whichever is the
     earlier) at the office of the Purchaser's office when all (but not part
     only unless the Purchaser so agrees) of the following business shall be
     duly transacted. After signing of this agreement, each of the Vendor shall
     not sell, transfer, pledge or dispose of any insist and/or right in and of
     the shares held by each of the Vendor.

6.   Completion is conditional upon the Vendors (a) having obtained the written
     resolution of the Board of Directors of the Company -

     (i)   authorising the sale and purchase of the Sale Shares by the Vendors
           and the Purchaser;

     (ii)  consenting the appointment of new directors to the Board as may be
           deemed necessary or requested by the Purchaser; and

     (iii) undertaking to register of the Sale Shares under the names of the

                                       5
<PAGE>   6
           Purchaser in the Company books and records.

     AND (b) satisfactorily answered the requisitions that may be raised by
     Purchaser in relation to the financial position of the Company, the assets
     and liabilities contained in the Company Accounts and Management Accounts
     provided that -

     (i)  any requisitions may be made orally or in writing to the Vendors by
          the Purchaser or its solicitors;

     (ii) if the Purchaser shall make and insist on any requisition in respect
          of the financial position or business undertakings or operation of the
          Company which the Vendors shall be unable or (on the grounds of
          difficulty delay or expense or on any other reasonable ground)
          unwilling to remove or comply with, the Vendors shall notwithstanding
          any previous negotiation, be at liberty on giving to the Purchaser's
          solicitors not less than SEVEN (7) working days' written notice to
          annul the sale and purchase of the Sale Shares in which case, unless
          the requisition shall have been in the meantime withdrawn, the sale
          and purchase of the Sale Shares shall at the expiration of the said
          notice be annulled.

7.   Upon completion, the Vendors shall deliver to the Purchaser the following:-

     (a)  duly executed sold notes and instruments of transfer in favour of the
          Purchaser and/or its nominees accompanies by the share certificates in
          respect of the Sale Shares;

     (b)  the written Board Resolution for appointment of the Directors set out
          in Schedule B;

     (c)  the written resignations of the Directors, if any shall be duly
          endorsed with a signed certificate of the director in question
          pursuant to

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          Section 157D(3)(b) of the Companies Ordinance;

     (d)  the written Board resolution of the Company pursuant to Clause 6
          hereinabove;

     (e)  the written guarantee duly executed by the Vendors in favour of the
          Purchaser for guaranteeing the payment of all outstanding account
          receivable of the Company.

     (f)  the written guarantee duly executed by the Vendors in favour of the
          Purchaser for guaranteeing the net income of the Company not less than
          HK$12M during the period from 1st October 2000 to 31st March 2003.

     (g)  all such other documents as may be necessary for the performance of
          Clause 6 (b) hereinabove and required to give a good title to the Sale
          Shares and to enable Purchaser and/or its nominees to become the
          registered holders.

8.   Upon completion the Vendors shall procure the passing of resolutions of the
     Board of Directors of the Company which:-

     (a)  accept the resignations referred to in Clause 7 and appoint such
          persons as nominated by the Purchaser and/or its nominees as Directors
          of the Company set out in Schedule D with effect from the Completion
          Date;

     (b)  appoint such person nominated by the Purchaser as Director to the
          Company, if applicable;

     (c)  approve the transfer and registration of both the share transfers of
          the Sale Shares (subject to the same being stamped) who shall also

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<PAGE>   8
          resolve that new certificates of the Sale Shares made out in the name
          of the Purchaser or its nominees be sealed with the Common Seal of the
          Company;

     (d)  execute and do and cause or procure to be executed and done all such
          other documents instruments acts and things as the Purchaser may
          reasonably require in order to perfect the right title and interest of
          the Purchaser to and in the Sale Shares;

     (e)  alter and/or revoke all existing bank accounts or mandate or
          signatories in force for the Company in such manner as the Purchaser
          shall require; and

     (f)  such other business as the Purchaser shall reasonably require for the
          purposes of this Agreement to be duly transacted.

     (g)  the transfer of the shares of Sonik Trading (China) Company Limited,
          Sonik Building Materials Company Limited, Sonik Interiors (China)
          Limited and Sonwa Interiors (China) Limited to the Vendor or their
          nominees, without consideration at the cost of the Vendors.

9.   If any of the provisions of Clauses 6, 7 & 8 is not fulfilled or fully
     complied with by the Vendors or waived by the Purchaser on or before the
     Completion Date and/or there is a breach or non-fulfillment of the
     Warranties on or before the Completion Date, the Purchaser may be notice in
     writing to the Vendors rescind this Agreement, in such event the Vendor is
     not entitled to bring any legal proceedings to enforce specific performance
     of this Agreement or to seek any compensation from the Purchaser.

10.  The Vendors hereby declare and confirm that they are fully aware of the
     fact that in entering this transaction the Purchaser relies on the
     information set out in the Company Accounts and Management Accounts
     supplied by the Vendors AND the

                                       8
<PAGE>   9
     representations made by the Vendors in the course of negotiation and the
     Vendors therefore jointly and severally warrant represent to and undertake
     with the Purchaser:-

     (a)  the financial position of the Company was that disclosed to us by the
          latest audited balance sheet and accounts of the Company as at the
          date thereof and since that date the financial position of the Company
          has not been adversely affected by losses or other changes.

     (b)  full disclosure has been made in that balance sheet or in
          correspondence with us of:

          i.    all onerous commitments of the Company;

          ii.   all unusual or non-recurring items materially affecting the
                financial position of the Company;

          iii.  all known and foreseeable liabilities whether present or
                contingent including provisions and reserves for taxation on
                profits earned up to the date of that balance sheet;

          iv.   all bad and doubtful debts of the Company;

          v.    any material litigation existing or pending against the Company;

          vi.   all dividends paid or proposed, exceptional payments in respect
                of directors' emoluments (including pension contributions) and
                any exceptional or extraordinary items;

          vii.  all Directors' service contracts; and

          viii. share capital, authorized, issued and under option.

     (c)  the statements set out in the Company Accounts and Management Accounts
          are true complete and accurate in all respects;

                                       9
<PAGE>   10
     (d)  each of the Vendors have the right power and authority to sell and
          transfer the Sale Shares upon the terms set out herein and the Sale
          Shares will be registrable in the names of the Purchaser or such other
          names as the Purchaser may require;

     (e)  that the representations and warranties of the Vendors contained in
          this Agreement and in any certificate or other material delivered
          under this Agreement are accurate and complete, do not contain any
          untrue statement of a material factor, considered in the context in
          which presented, omit to state a material fact necessary in order to
          make this statements and information contained herein or therein not
          misleading; and

     (f)  all representations warranties and undertakings in this Agreement
          shall be deemed to be repeated as at Completion as if all references
          therein to the date of this Agreement were references to the date of
          Completion.

11.  The Vendors hereby jointly and severally agree with and undertake to the
     Purchaser as follows:-

     (i)  that they will fully and effectually indemnify and at all times keep
          fully and effectually indemnified the Company and the Purchaser from
          and against any and all taxation penalties imposed upon the Company by
          regional and/or national governmental authorities resulting from or by
          reference to any income profits gains transactions events matter or
          things earned accrued lost received entered into or occurring prior to
          Completion, whether alone or in conjunction with any other
          circumstances whenever occurring and whether or not such taxation or
          penalties is chargeable against or attributable to any other person
          firm or company;

                                       10
<PAGE>   11
     (ii) to indemnify and keep indemnified the Purchaser (for themselves and as
          trustees for the Company) against any loss or liability suffered by
          the Purchaser or the Company as a result of or in connection with any
          breach of and/or inaccuracies in any of the representations warranties
          and undertakings herein given in this Agreement.

12.  The Vendors warrant and undertake that they shall perform do and/or execute
     all business acts things or documents as the Purchasers require for the
     purpose of this Agreement notwithstanding Completion.

13.  All stamp duty that is payable upon the transaction contemplated by this
     Agreement, Instrument of Transfer and Sold & Bought Notes shall be paid by
     the Purchaser.

14.  The Purchaser's legal costs of and incidental to the preparation and
     completion and performance of this Agreement shall be borne by the parties
     in equal shares whilst the Vendor's solicitors own costs be borne by the
     Vendors absolutely.

15.  This Agreement shall so far as it remains to be performed continue in full
     force and effect notwithstanding Completion except in respect of those
     matters then already performed.

16.  Time shall in every respect be of the essence of this Agreement.

17.  No variation of this Agreement or of any document executed pursuant to this
     Agreement shall be valid unless in writing and signed by or on behalf of
     the parties hereto.

18.  This Agreement supersedes any previous agreement between the parties in
     relation to the acquisition of the Sale Shares and the parties acknowledge
     that no claim shall arise in respect of any agreement so superseded by this
     Agreement.

                                       11
<PAGE>   12
19.  Notwithstanding the Completion of the sale and purchase of the Sale Shares,
     the warranties indemnities undertakings and agreements herein contained
     shall continue hereafter to subsist for so long as may be necessary for the
     purpose of giving effect to each and every of such warranties indemnities
     undertakings and agreements in accordance with the terms hereof.

20.  This Agreement shall be governed by and construed in all respects in
     accordance with the laws of Hong Kong.

21.  Any notice claim demand or document ("documents") to be given or served by
     one party to or on the other party in connection with this Agreement shall
     be sufficiently given or served if delivered to it personally or if left at
     or sent by post to it at the address given at the head of this Agreement or
     as changed by written notification to the other at any time. Any document
     shall be deemed to be served at the time when the same is handed to or left
     at the address of the party to be served and if by post within the
     territory of HKSAR shall be deemed to have been received THREE (3) working
     days after the date upon which posting is proved to have occurred.

IN WITNESS whereof this Agreement has been entered in this day and year first
above written.

                                       12
<PAGE>   13
                                   SCHEDULE A

                           SHAREHOLDERS OF THE COMPANY

<TABLE>
<CAPTION>

NAME OF THE SHAREHOLDER       NO. OF SHARES       CLASS OF SHARES
-----------------------       -------------       ---------------
<S>                           <C>                 <C>

Delightmen Ltd.                    5,000             Ordinary
Ever Base Investment              15,000             Ordinary
Lam Chi Yin                        5,000             Ordinary
  Total:                          25,000
</TABLE>

                                       13
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                                   SCHEDULE B

                              MEMBERS OF THE BOARD

<TABLE>
<CAPTION>

NAME OF DIRECTOR              CAPACITY
----------------              --------
<S>                           <C>

Chu Tat                       Director

</TABLE>

                                       14
<PAGE>   15
                                   SCHEDULE C

                             PAYMENT MODE AND MANNER

The Purchase Price as provided in Clause 3 in the sum of HK$6,000,000.00 shall
be paid by the Purchaser to the Vendor(s) upon signing of this Agreement or
shall be paid by the Purchaser to the Vendor or such other manner to be agreed
by the them.


                                   SCHEDULE D

                   NUMBER OF SHARES TO BE SOLD BY EACH VENDOR

<TABLE>
<CAPTION>

NAME OF THE VENDOR SHAREHOLDER      NO. OF SHARES TO BE SOLD        PRICE
------------------------------      ------------------------    -------------
<S>                                 <C>                         <C>
Delightmen Ltd.                              5,000              $1,200,000.00
Ever Base Investment                        15,000              $3,600,000.00
Lam Chi Yin                                  5,000              $1,200,000.00
                                            ------              -------------
  Total:                                    25,000              $6,000,000.00
                                            ======              =============
</TABLE>

                                       15
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                                   WARRANTIES

1.   The particulars relating to the Company set out in this Agreement and in
     particular the Recitals and the Schedules are true and accurate.

2.   The copy of the Memorandum and Articles of Association of the Company
     provided by the Vendors is true complete update and accurate.

3.   The Company has been duly incorporated and that there have been no changes
     in the constitution of the company since the date of incorporation that
     have not been notified to the Registrar of Companies.

4.   The Company has been duly incorporated and all documents required by the
     Companies Ordinance to be filed with the Registrar of Companies or other
     corresponding official in respect of the Company have been prepared and
     duly filed.

5.   The statutory books and minutes books of the Company have been properly
     written up and the Company has not received any application or request for
     rectification of its register of members and compliance has been made with
     all other legal requirements concerning the Company and all issues of
     shares debentures or other securities thereof. Without prejudice to the
     foregoing, the minutes book of shareholders' meetings respectively contain
     full and accurate records of all resolutions passed by the directors and
     the shareholders of the Company respectively and no resolutions have been
     passed by either the directors or shareholders of the Company which are not
     recorded in the relevant minutes book.

6.   The Company and every officer of the Company (in his capacity as such) has
     complied with all relevant legislation including (but without limitation)
     legislation relating to companies and securities taxation and employment
     protection.

7.   All statutory obligation of the Company have been fully and properly
     performed.

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<PAGE>   17
8.   No alteration has been made to the Memorandum and Articles of Association
     of the Company which has not been disclosed to the Purchaser in this
     Agreement.

9.   There is no option, right to acquire, mortgage, charge, pledge, lien or
     other form of security or encumbrance on over or affecting the issued or
     unissued share capital of the Company and no person has the right to call
     for allotment issue sale or transfer of any such share capital and there is
     no agreement or commitment to give or create any of the foregoing and no
     person has made any claim to be entitled to any of the foregoing.

10.  The Company has not paid or agreed to pay any dividends.

11.  The Shares are at Completion Date the only issued shares of the Company.

12.  The financial position of the Company as at 30th September 2000 is
     disclosed in the Audited Accounts.

13.  The accounting and other books and records of the Company have been and
     will be properly written up and accurately present and reflect in
     accordance with generally accepted accounting principles and standards in
     Hong Kong all the transactions entered into by the Company or to which it
     has been a party and there are at the date hereof no material inaccuracies
     of any kind contained or reflected in any of the said books and records,
     and at the date hereof and on Completion they give and reflect a true and
     fair view of the financial position of the Company and of its fixed and
     current assets and liabilities, debtors and creditors.

                                       17
<PAGE>   18
14.  The Accounts give a true and fair view of the state of affairs of the
     Company as at and the results of the Company in respect of the period it
     specified; and make full provisions for all liabilities or make proper
     provision for (or contain a note in accordance with good accounting
     practice in Hong Kong) all deferred or contingent liabilities and whether
     liquidated or unliquidated at the date thereof including liabilities in
     respect of taxation.

15.  Neither the Vendors nor any director or officer of the Company, nor the
     Company itself are under investigation by any department or authority of
     any government in any matter concerning the Company.

16.  Save as disclosed in this Agreement, there are in existence no powers of
     attorney given by the Company.

                                       18
<PAGE>   19
                                   ANNEXURE A

Financial Statements of the Company approved and signed by its auditors for the
year 1995-1996, 1996-1997, 1997-1998 together with management accounts signed by
its authorized directors until



Signed by Mr. Lam Chi Yiu, a            )
director, for and on behalf of          )        For and on behalf of
Delightmen Limited in the presence      )        Delightmen Limited
of:-                                    )        /s/
                                                 -----------------------
                                        )        Lam Chi Yiu
                                        )        Authorised Signature(s)



SIGNED by Mr. Lam Chi Yiu in the        )
in the presence of:-                    )        /s/
                                        )        Lam Chi Yiu
                                        )
                                        )
                                        )

                                       19
<PAGE>   20
SIGNED by Mr. Sham Chi Kit, a           )        For and behalf of
director, for Ever Base                 )        Ever Base Investment Limited
Investment Limited in the               )        /s/
                                                 ----------------------------
presence of:-                           )        Sham Chi Kit
                                        )
                                        )



SIGNED by Mr. Sham Chi Kit, in          )
the presence of:-                       )        /s/
                                        )        Sham Chi Kit
                                        )
                                        )
                                        )



SIGNED by Mr. Chu Tat, a                )        For and on behalf of
director, for and behalf of             )        QUINTALINUX LIMITED
Quintalinux Limited in the              )        /s/
                                                 --------------------
presence of:-                           )        Chu Tat
                                        )
                                        )

                                       20