Exhibit 10.1

                            SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT dated as of the 16th day of July, 2004,

BETWEEN:

            LEVIN TEXTILES INTERNATIONAL INC., a Delaware corporation with an
            office located at 315 East 2nd Avenue, Vancouver, British Columbia,
            V5T 1B9, Canada

            (the "Purchaser")

AND:

            SIMON LEVIN, a businessman of 1108 - 1529 West Pender Street,
            Vancouver, British Columbia, V6G 3J3

            (the "Shareholder")

WHEREAS:

A. The Shareholder is the registered and beneficial owner of 100 Common Shares
in the capital of Levin Industries Ltd. (the "Shares");

B. The Shareholder wishes to sell, and the Purchaser wishes to purchase, the
Shares pursuant to the terms and conditions of this agreement;

      NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of
$1.00 and other good and valuable consideration paid by each party to the other,
the receipt and sufficiency of which are acknowledged, the parties covenant and
agree as follows:

1.    The Shareholder agrees to sell and the Purchaser agrees to purchase the
      Shares for and at a price of US$2,500 at the date of this agreement.

2.    The Purchaser will deliver 2,500,000 shares of common stock in the capital
      of the Purchaser to the Shareholder as consideration for the transfer of
      the Shares.

3.    The Shareholder represents and warrants to the Purchaser that:

      a.    The Shareholder owns the Shares as the legal and beneficial owner
            thereof, free of all liens, claims, charges and encumbrances of
            every nature and kind whatsoever. The Shares are fully paid and
            non-assessable and the Shareholder has due and sufficient right and
            authority to enter into this agreement and to transfer the legal and
            beneficial title and ownership of the Shares to the Purchaser.

      b.    No person, firm or corporation has any agreement or option or a
            right capable of becoming an agreement for the purchase of the
            Shares, with the exception of this agreement.


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4.    The effective date of sale and purchase of the Shares will be July 16,
      2004 (the "Closing").

5.    At the Closing,

      a.    the Shareholder will deliver to the Purchaser the share
            certificates, duly endorsed for transfer, representing the Shares,
            and

      b.    the Purchaser will deliver 2,500,000 shares of common stock in the
            capital of the Purchaser registered in the name of the Shareholder
            representing the full consideration for the Purchase Price.

6.    This agreement will enure to the benefit of and will be binding upon the
      parties and their respective successors and assigns.

7.    Time will be of the essence of this agreement.

8.    The parties will sign such further assurances and other documents and
      instruments and do such further and other things as may be necessary to
      implement and carry out the intent of the agreement.


      IN WITNESS WHEREOF the parties have signed this Share Purchase Agreement
as of the day and year first above written.



Levin Textiles International Inc.

Per:

/s/ SIMON LEVIN                                  /s/ SIMON LEVIN
--------------------                             --------------------
Authorized Signatory                             Simon Levin