PLAN OF EXCHANGE
                                    BY WHICH
                       WORLDTEQ GROUP INTERNATIONAL, INC.
                             (A NEVADA CORPORATION)
                                  SHALL ACQUIRE
                HARBIN YINHAI TECHNOLOGY DEVELOPMENT COMPANY LTD.
   (A CORPORATION ORGANIZED UNDER THE LAWS OF THE PEOPLES' REPUBLIC OF CHINA)

<PAGE>

I.  RECITALS                                                                   1

1.  The  Parties  to  this  Plan  of  Exchange:                                1
     (1.1)  Worldteq  Group  International,  Inc..                             1
     (1.2)  Harbin  Yinhai  Technology  Development  Company  Ltd..            1
     (1.3)  The  Consultants..                                                 1
2.  The  Capital  of  the  Parties:                                            1
     (2.1)  The  Capital  of  WTEQ                                             1
     (2.2)  The  Capital  of  Yinhai                                           1
3.  Transaction  Descriptive  Summary:                                         1
4.  SEC  compliance.                                                           2
5.  Nevada  compliance.                                                        2
6.  Audited  Financial  Statements.                                            2

II.  PLAN  OF  REOGANIZATION                                                   3

1.  Conditions  Precedent  to  Closing.                                        3
     (1.1)  Shareholder  Approval.                                             3
     (1.2)  Board  of  Directors.                                              3
     (1.3)  Due  Diligence  Investigation.                                     3
     (1.4)  The  rights  of  dissenting  shareholders,                         3
     (1.5)  All  of  the  terms,  covenants  and  conditions                   3
     (1.6)  The  representations  and  warranties                              3
     (1.7)  Certificate  of  the  Consultants                                  4
     (1.8)  Reverse  Stock  Split                                              4
     (1.9)  Absence  of  WTEQ  Liabilities                                     4
     (1.10) Delivery  of  Audited  Financial  Statements                       4
     (1.11) Cancellations/Amendments  to  Equity-Linked  Securities            5
2.  Conditions  Concurrent  and  Subsequent  to  Closing.                      5
     (2.1)  Delivery  of  Registered  Capital  of  Yinhai.                     5
     (2.2)  Acquisition  Share  Issuance                                       5
3.  Plan  of  Acquisition                                                      5
     (3.1)  Reorganization  and  Acquisition:                                  5
     (3.2)  Conversion  of  Outstanding  Stock:                                5
     (3.3)  Closing/Effective  Date:                                           5
     (3.4)  Surviving  Corporations                                            6
     (3.5)  Rights  of  Dissenting  Shareholders:                              6
     (3.6)  Service  of  Process:                                              6
     (3.7)  Surviving  Articles  of  Incorporation:                            6
     (3.8)  Surviving  By-Laws:                                                6
     (3.9)  Further  Assurance,  Good  Faith  and  Fair  Dealing:              6
     (3.10) General  Mutual  Representations  and  Warranties.                 6
               (3.10.1)  Organization  and  Qualification.                     6
               (3.10.2)  Corporate  Authority.                                 6
               (3.10.3)  Ownership  of  Assets  and  Property.                 7
               (3.10.4)  Absence  of  Certain  Changes  or  Events.            7
               (3.10.5)  Absence  of  Undisclosed  Liabilities.                8
               (3.10.6)  Legal  Compliance.                                    8
               (3.10.7)  Legal  Proceedings.                                   8
               (3.10.8)  No  Breach  of  Other  Agreements.                    8
               (3.10.9)  Capital  Stock.                                       8
               (3.10.10) Brokers'  or  Finder's  Fees.                         9
     (3.11)  Miscellaneous  Provisions                                         9
               (3.11.1)                                                        9
               (3.11.2)                                                       10
               (3.11.3)                                                       10
               (3.11.4)                                                       10
               (3.11.5)                                                       10
               (3.11.6)                                                       10
4.  Termination                                                               10
5.  Closing                                                                   10
6.  Execution  in  Counterparts                                               11
7.  Merger  Clause                                                            11


             The Remainder of this Page is Intentionally left Blank


                                PLAN OF EXCHANGE
                                    BY WHICH
                       WORLDTEQ GROUP INTERNATIONAL, INC.
                             (A NEVADA CORPORATION)
                                  SHALL ACQUIRE
                HARBIN YINHAI TECHNOLOGY DEVELOPMENT COMPANY LTD.
   (A CORPORATION ORGANIZED UNDER THE LAWS OF THE PEOPLES' REPUBLIC OF CHINA)

     THIS  PLAN  OF EXCHANGE (the "Agreement" or "Plan of Exchange") is made and
dated  as  of  this  21st day of January, 2005, and is intended to supersede all
previous  oral  or written agreements, if any, between the parties, with respect
to  its  subject  matter.  Notwithstanding  the foregoing, it is subject to, and
shall  be interpreted together with that certain Letter of Intent, dated January
11,  2005,  and  the  Escrow  Agreement,  dated January 13, 2005. This Agreement
anticipates  extensive  due  diligence by both parties, and may be terminated by
written  notice,  at any time (i) by mutual consent; (ii) by either party during
the  due  diligence  phase.

                                  I. RECITIALS

1.  THE  PARTIES  TO  THIS  AGREEMENT:

     (1.1)  WORLDTEQ  GROUP  INTERNATIONAL,  INC.("WTEQ"), a Nevada corporation.

     (1.2)  HARBIN  YINHAI  TECHNOLOGY  DEVELOPMENT  COMPANY LTD., a corporation
            organized  under  the  laws  of  the  Peoples'  Republic  of  China
            ("Yinhai").

     (1.3)  THE CONSULTANTS, which consist of Progressive Media Group, Inc., XCL
            Partners,  Inc.,  Aero  Financial,  Inc.  and Triple S  Parts,  Inc.


2.  THE  CAPITAL  OF  THE  PARTIES:

     (2.1)  THE  CAPITAL OF WTEQ consists of 100,000,000 shares of common voting
            stock  of  $0.001  par  value  authorized,  of  which  40,706,190
            (pre-reverse  stock  split)  shares  are  issued  and  outstanding.

     (2.2)  THE  CAPITAL  OF  YINHAI  consists  of  US$6,881,000  in  registered
            capital (US$1=8.2 RMB), which for the purposes  of  this  Agreement,
            is  referred  to  as  "common  stock"  or  "capital  stock".

3.  TRANSACTION  DESCRIPTIVE  SUMMARY:  WTEQ  desires  to acquire Yinhai and the
shareholders  of Yinhai (the "Yinhai Shareholders") desire Yinhai to be acquired
by  a public company. WTEQ would acquire 100% of the capital stock of Yinhai for
12,211,857  (post-reverse  split)  new  shares of WTEQ. WTEQ would effect a 30:1
reverse  stock  split of its outstanding common and preferred stock prior to the
closing.  At  the  closing,  Yinhai and/or the Yinhai Shareholders would pay the
Consultants,  for,  among  other  things, their advise and counsel in connection
with  this Plan of Exchange, an aggregate amount equal to $350,000, less related
expenses. The parties intend that the transactions qualify and meet the Internal
Revenue  Code  requirements  for a tax free reorganization, in which there is no
corporate  gain  or  loss  recognized by the parties, with reference to Internal
Revenue  Code  (IRC)  sections  354  and  368.

4.  SEC COMPLIANCE. WTEQ shall cause the filing with the Commission of a Current
Report  on Form 8-K, within four business days of the date hereof, reporting the
execution  of  this Agreement, and the filing and mailing to its shareholders of
an  Information  Statement  on  Schedule  14F-1 pursuant to Rule 14f-1 under the
Securities  Exchange  Act of 1934, as amended, which is required to be filed and
mailed  ten  days  before  a change in the majority of the Board of Directors of
WTEQ  other  than  at  a  shareholders'  meeting.

5.  NEVADA  COMPLIANCE.  Articles of Exchange are required to be filed by Nevada
law  as  the  last  act  to  make the plan of exchange final and effective under
Nevada  law.

6.  AUDITED  FINANCIAL STATEMENTS. Certain filings under the Securities Exchange
Act  of  1934,  such  as a Current Report on Form 8-K, require audited financial
statements of Yinhai to be filed with the SEC within 71 days of the initial Form
8-K filing with respect to this transaction. In connection with WTEQ's filing of
a  Current  Report on Form 8-K/A within 71 days after the closing, as it relates
to  this  transaction, audited financial statements of Yinhai will be filed with
the  SEC  in  accordance  with  Form  8-K.  Yinhai has agreed to provide audited
financial  statements  prepared in conformity with U.S. GAAP to WTEQ at or prior
to  closing.

7.  NAME  CHANGE.   After  the closing, the Yinhai Shareholders shall cause WTEQ
to  change  its  corporate name to such name as may be designated by Yinhai.  In
connection  therewith,  WTEQ  shall file with the SEC and mail to shareholders a
Definitive  Information  Statement  on  Schedule  14C.


     The  Remainder  of  this  Page  is  Intentionally  left  Blank


                              II. PLAN OF EXCHANGE

1.  CONDITIONS  PRECEDENT  TO  CLOSING.

The obligation of the parties to consummate the transactions contemplated herein
are  subject  to the fulfillment or waiver prior to the closing of the following
conditions  precedent:

     (1.1)  SHAREHOLDER APPROVAL. Yinhai shall have secured shareholder approval
            for this transaction,  if  required,  in accordance with the laws of
            its  place  of  incorporation  and  its  constituent  documents.

     (1.2)  BOARD  OF  DIRECTORS.  The Boards of Directors of each of Yinhai and
            WTEQ  shall  have  approved  the  transaction and this agreement, in
            accordance  with  the  laws of its place of  incorporation  and  its
            constituent  documents.

     (1.3)  DUE  DILIGENCE INVESTIGATION. Each party shall have furnished to the
            other  party  all  corporate  and  financial information which is
            customary  and  reasonable,  to  conduct  its  respective  due
            diligence,  normal  for this kind of transaction. If either party
            determines  that  there  is  a reason not to complete the Plan of
            Exchange  as  a  result  of their due diligence examination, then
            they  must  give  written  notice to the other party prior to the
            expiration  of  the  due  diligence  examination  period. The due
            diligence period, for purposes of this paragraph, shall expire on
            the  Closing Date. The Closing Date shall be three days after the
            satisfaction  or  waiver  of  all  of the conditions precedent to
            closing  set forth in this Plan of Exchange, unless extended to a
            later  date  by  mutual  agreement  of  the  parties.

     (1.4)  THE  RIGHTS  OF DISSENTING SHAREHOLDERS, if any, of each party shall
            have  been  satisfied  and  the  Board of Directors of each party
            shall  have  determined  to  proceed  with  the Plan of exchange.

     (1.5)  ALL  OF  THE TERMS, COVENANTS AND CONDITIONS of the Plan of exchange
            to  be  complied  with  or performed by each party before Closing
            shall  have  been  complied with, performed or waived in writing;

     (1.6)  THE  REPRESENTATIONS AND WARRANTIES of the parties, contained in the
            Plan  of  exchange,  as  herein  contemplated, except as amended,
            altered  or  waived  by the parties in writing, shall be true and
            correct  in  all  material  respects at the Closing Date with the
            same  force  and effect as if such representations and warranties
            are made at and as of such time; and each party shall provide the
            other  with a certificate, certified either individually or by an
            officer,  dated  the  Closing  Date,  to  the  effect,  that  all
            conditions  precedent have been met, and that all representations
            and  warranties  of  such  party  are true and correct as of that
            date.  The form and substance of each party's certification shall
            be  in form reasonably satisfactory to the other. In addition, it
            shall  be  a  condition  precedent  of  Yinhai's  obligation  to
            consummate  the  closing  that  a certificate of good standing on
            WTEQ shall have been delivered to it by the Secretary of State of
            Nevada.

     (1.7)  CERTIFICATE OF THE CONSULTANTS. It shall be a condition precedent to
            Yinhai's  obligation to consummate the closing that a certificate
            of  the  Consultants, jointly and severally, in substantially the
            following  form  be  delivered  to  it  at  or  prior to closing:

          (I)  WTEQ  is  a  corporation  duly organized, validly existing and in
               good  standing  under the laws of the State of Nevada and has all
               requisite  corporate  power  to  own,  operate  and  lease  its
               properties  and  assets  and  to  carry  on  its  business.
          (II) The  authorized  capitalization  and  the  number  of  issued and
               outstanding  capital shares of WTEQ are accurately and completely
               set  forth  in  the  Plan  of  Exchange.
          (III)The  issued  and  outstanding  shares  of  WTEQ  (including  the
               12,211,857  new  shares  of  WTEQ  common  stock  to be issued at
               closing)  have  been  duly  authorized and validly issued and are
               fully  paid  and  non-assessable.
          (IV) WTEQ  has  the  full right, power and authority to sell, transfer
               and  deliver  12,211,857  new  shares  of its common stock to the
               Yinhai  Shareholders,  and,  upon  delivery  of  the certificates
               representing such shares as contemplated in the Plan of Exchange,
               will  transfer  to  the  Yinhai  Shareholders  good,  valid  and
               marketable  title  thereto,  free  and  clear  of  all  liens.
          (V)  To  the  best  of  their  knowledge,  there  is  no  litigation,
               proceeding  or  governmental  investigation pending or threatened
               against  or  relating  to  WTEQ.
          (VI) WTEQ  has taken all steps in connection with the Plan of Exchange
               and  the  issuance  of  shares  thereunder which are necessary to
               comply  in all material respects with the Securities Act of 1933,
               as  amended,  and the Securities Exchange Act of 1934, as well as
               the  rules  and  regulations  promulgated  pursuant  thereto.
         (VII) All  necessary  corporate  action  has  been  taken  by WTEQ to
               authorize  the  30:1  reverse stock split, and such reverse stock
               split  has  been approved by a majority of the outstanding shares
               of  common  and  preferred  shares of WTEQ in accordance with the
               provisions  of  NRS  78.2055.
        (VIII) WTEQ  has  no  material liabilities as such term is defined by
               U.S.  generally  accepted  accounting  principles.

     (1.8)  REVERSE  STOCK  SPLIT.  WTEQ  shall  have consummated a 30:1 reverse
            stock split of its common and preferred shares in accordance with
            the  provisions  of  NRS  78.2055.

     (1.9)  ABSENCE OF WTEQ LIABILITIES. WTEQ shall have no material liabilities
            as  such  term  is  defined by U.S. generally accepted accounting
            principles.  The  certified  public accounting firm of WTEQ shall
            deliver  to  Yinhai  a letter to such effect, and counsel to WTEQ
            shall  deliver  to  Yinhai  a  comfort letter with respect to the
            absence  of  liabilities.  In  addition, Jeffrey Lieberman hereby
            agrees  to indemnify and hold harmless Yinhai with respect to any
            known  or  unknown  liabilities  of  WTEQ that may arise within a
            period  of  three  years  after  the  closing.

     (1.10) DELIVERY  OF  AUDITED  FINANCIAL  STATEMENTS.  Yinhai  shall  have
            delivered  to  WTEQ  audited  financial  statements  and an audit
            report  thereon for the year ended December 31, 2004, which audit
            shall be prepared by a PCAOB member audit firm in accordance with
            U.S.  GAAP  at  Yinhai's  expense.

     (1.11) CANCELLATIONS/AMENDMENTS  TO  EQUITY-LINKED  SECURITIES.  Jeffrey
            Lieberman  will  have amended his outstanding options to purchase
            2,000,000  shares  of  common stock at an exercise price of $0.13
            per  share so that they entitled him to purchase 66,667 shares of
            common  stock  at an exercise price of $1.50 per share, and Brian
            Rosinski  shall have adjusted his outstanding options to purchase
            350,000  shares  at  an exercise price of $0.13 per share so that
            they  entitle him to purchase 11,667 shares of common stock at an
            exercise  price  of  $1.50  per  share.

2.  CONDITIONS CONCURRENT AND SUBSEQUENT TO CLOSING.

     (2.1)  DELIVERY  OF REGISTERED CAPITAL OF YINHAI. Immediately upon or prior
            to  the  Closing,  the Yinhai Shareholders shall transfer to WTEQ
            all  of  their  shares  of  registered  capital  of Harbin Yinhai
            Technology  Development  Company,  Ltd.

     (2.2)  ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, WTEQ shall
            issue  the  acquisition  shares  of common stock, as follows (all
            share  figures  are  in  post-reverse  split  numbers):


               WTEQ  Issued                       1,356,873
               ------------                     -----------
               Acquisition  Share  Issuance      12,211,857
               ----------------------------     -----------
               Resulting  Total                  13,568,730
               ----------------                 -----------


3.  PLAN  OF  EXCHANGE

     (3.1)  EXCHANGE  AND  REORGANIZATION:  WTEQ  and  Yinhai  shall  be  hereby
            reorganized,  such that WTEQ shall acquire 100% the capital stock
            of  Yinhai,  and Yinhai shall become a wholly-owned subsidiary of
            WTEQ.

     (3.2)  CONVERSION  OF  OUTSTANDING STOCK: Forthwith upon the effective date
            of the Plan, WTEQ shall issue 12,211,857 new investment shares of
            its  common  stock  to  or  for  the  Yinhai  Shareholders.

     (3.3)  CLOSING/EFFECTIVE  DATE: The Plan of exchange shall become effective
            immediately  upon approval and adoption by the parties hereto, in
            the manner provided by the law of the places of incorporation and
            constituent  corporate  documents,  and  upon  compliance  with
            governmental  filing  requirements,  such as, without limitation,
            compliance  with  Section  14  of  the Securities Exchange Act of
            1934, and the filing of Articles of Exchange, if applicable under
            State  Law.  Closing  shall  occur when all conditions of closing
            have  been  met  or  are  waived  by  the  parties.  The  parties
            anticipate the filing of a Schedule 14-F Information Statement at
            least  ten  days  prior  to any change in control of the Board of
            Directors  of  WTEQ.

     (3.4)  SURVIVING CORPORATIONS: Both corporations shall survive the exchange
            and  reorganization  herein contemplated and shall continue to be
            governed  by  the  laws of its respective State of incorporation.

     (3.5)  RIGHTS  OF  DISSENTING  SHAREHOLDERS:  Each  Party  is  the  entity
            responsible for the rights of its own dissenting shareholders, if
            any.

     (3.6)  SERVICE  OF  PROCESS AND ADDRESS: Each corporation shall continue to
            be  amenable  to  service  of  process  in  its own jurisdiction,
            exactly  as  before  this  acquisition. The address of WTEQ is 30
            West Gude Drive, Rockville, MD 20850. The address of Yinhai is 18
            Dalian  Road,  Pingfang  Industrial  Development  Zone,  Harbin,
            Peoples'  Republic  of  China  150060.

     (3.7)  SURVIVING  ARTICLES  OF INCORPORATION: the Articles of Incorporation
            of  each  Corporation  shall  remain  in  full  force and effect,
            unchanged.

     (3.8)  SURVIVING  BY-LAWS:  the By-Laws of each Corporation shall remain in
            full  force  and  effect,  unchanged.

     (3.9)  FURTHER  ASSURANCE,  GOOD  FAITH  AND FAIR DEALING: the Directors of
            each  Company  shall  and  will  execute  and deliver any and all
            necessary  documents,  acknowledgments  and assurances and do all
            things  proper  to  confirm  or  acknowledge  any and all rights,
            titles  and  interests  created  or  confirmed  herein;  and both
            companies  covenant  expressly  hereby to deal fairly and in good
            faith  with  each  other  and  each  others  shareholders.  In
            furtherance  of  the  parties  desire,  as  so  expressed, and to
            encourage  timely,  effective  and  businesslike  resolution  the
            parties  agree  that any dispute arising between them, capable of
            resolution  by  arbitration,  shall  be  submitted  to  binding
            arbitration.  As a further incentive to private resolution of any
            dispute,  the  parties  agree  that each party shall bear its own
            costs of dispute resolution and shall not recover such costs from
            any  other  party.

     (3.10) GENERAL  MUTUAL  REPRESENTATIONS  AND  WARRANTIES.  The  purpose
            and  general import of the Mutual Representations and Warranties,
            are  that  each party has made appropriate full disclosure to the
            others,  that no material information has been withheld, and that
            the  information  exchanged  is accurate, true and correct. These
            warranties  and  representations  are  made  by each party to the
            other,  unless  otherwise  provided,  and they speak and shall be
            true  immediately  before  Closing.

          (3.10.1)  ORGANIZATION  AND  QUALIFICATION.  Each  Corporation is duly
                    organized  and  in  good  standing, and is duly qualified to
                    conduct  any  business  it may be conducting, as required by
                    law  or  local  ordinance.

          (3.10.2)  CORPORATE  AUTHORITY.  Each  Corporation  has  corporate
                    authority,  under  the  laws  of  its  jurisdiction  and its
                    constituent  documents,  to  do  each  and  every element of
                    performance  to which it has agreed, and which is reasonably
                    necessary,  appropriate  and  lawful,  to  carry  out  this
                    Agreement  in  good  faith.

          (3.10.3)  OWNERSHIP  OF  ASSETS  AND  PROPERTY.  Each Corporation  has
                    lawful title and ownership of it property as reported to the
                    other,  and  as  disclosed  in  its  financial  statements.

          (3.10.4)  ABSENCE  OF  CERTAIN CHANGES OR EVENTS. Each Corporation has
                    not  had  any  material  changes  of circumstances or events
                    which  have not been fully disclosed to the other party, and
                    which,  if  different  than previously disclosed in writing,
                    have been disclosed in writing as currently as is reasonably
                    practicable.  Specifically,  and  without  limitation:

               (3.10.4-A)  the  business  of each Corporation shall be conducted
                    only  in  the  ordinary and usual course and consistent with
                    its  past practice, and neither party shall purchase or sell
                    (or  enter  into  any  agreement to so purchase or sell) any
                    properties  or  assets  or  make  any  other  changes in its
                    operations,  respectively,  taken as a whole, or provide for
                    the  issuance  of, agreement to issue or grant of options to
                    acquire  any  shares,  whether  common, redeemable common or
                    convertible  preferred,  in  connection  therewith;

               (3.10.4-B)  Neither  Corporation  shall (i) amend its Articles of
                    Incorporation  or  By-Laws,  (ii)  change  the  number  of
                    authorized  or  outstanding  shares of its capital stock, or
                    (iii)  declare,  set  aside  or  pay  any  dividend or other
                    distribution  or  payment  in  cash,  stock  or  property;

               (3.10.4-C)  Neither  Corporation shall (i) issue, grant or pledge
                    or  agree  or  propose  to  issue, grant, sell or pledge any
                    shares  of,  or rights of any kind to acquire any shares of,
                    its capital stock, (ii) incur any indebtedness other than in
                    the  ordinary  course of business, (iii) acquire directly or
                    indirectly  by  redemption  or  otherwise  any shares of its
                    capital  stock of any class or (iv) enter into or modify any
                    contact,  agreement,  commitment or arrangement with respect
                    to  any  of  the  foregoing;

               (3.10.4-D)  Except  in  the  ordinary course of business, neither
                    party  shall  (i)  increase  the  compensation payable or to
                    become  payable  by  it to any of its officers or directors;
                    (ii)  make  any  payment  or  provision  with respect to any
                    bonus,  profit  sharing,  stock  option,  stock  purchase,
                    employee  stock  ownership,  pension,  retirement,  deferred
                    compensation, employment or other payment plan, agreement or
                    arrangement for the benefit of its employees (iii) grant any
                    stock  options  or  stock  appreciation rights or permit the
                    exercise  of any stock appreciation right where the exercise
                    of  such  right  is  subject to its discretion (iv) make any
                    change  in  the  compensation  to  be received by any of its
                    officers;  or  adopt,  or  amend to increase compensation or
                    benefits  payable  under,  any collective bargaining, bonus,
                    profit  sharing,  compensation,  stock  option,  pension,
                    retirement,  deferred  compensation, employment, termination
                    or  severance  or  other  plan,  agreement,  trust,  fund or
                    arrangement for the benefit of employees, (v) enter into any
                    agreement  with  respect to termination or severance pay, or
                    any  employment  agreement  or other contract or arrangement
                    with any officer or director or employee, respectively, with
                    respect  to the performance or personal services that is not
                    terminable  without liability by it on thirty days notice or
                    less,  (vi)  increase  benefits  payable  under  its current
                    severance  or  termination,  pay  agreements  or policies or
                    (vii) make any loan or advance to, or enter into any written
                    contract,  lease  or commitment with, any of its officers or
                    directors;

               (3.10.4-E)  Neither  party  shall  assume,  guarantee, endorse or
                    otherwise  become  responsible  for  the  obligations of any
                    other  individual,  firm or corporation or make any loans or
                    advances  to any individual, firm or corporation, other than
                    obligations  and  liabilities expressly assumed by the other
                    that  party;

               (3.10.4-F)  Neither  party shall make any investment of a capital
                    nature  either  by  purchase  of  stock  or  securities,
                    contributions  to  capital, property transfers or otherwise,
                    or  by  the  purchase of any property or assets of any other
                    individual,  firm  or  corporation.

          (3.10.5)  ABSENCE  OF  UNDISCLOSED  LIABILITIES. Each Corporation has,
                    and  has  no  reason  to  anticipate  having,  any  material
                    liabilities  which  have not been disclosed to the other, in
                    the  financial  statements  or  otherwise  in  writing.

          (3.10.6)  LEGAL  COMPLIANCE.  Each  Corporation  shall  comply  in all
                    material  respects  with all Federal, state, local and other
                    governmental  (domestic  or  foreign)  laws,  statutes,
                    ordinances,  rules,  regulations  (including  all applicable
                    securities  laws),  orders,  writs,  injunctions,  decrees,
                    awards  or  other  requirements  of  any  court  or  other
                    governmental  or  other authority applicable to each of them
                    or  their  respective  assets  or  to  the  conduct of their
                    respective businesses, and use their best efforts to perform
                    all  obligations  under all contracts, agreements, licenses,
                    permits  and  undertaking  without  default.

          (3.10.7)  LEGAL  PROCEEDINGS.  Each  Corporation  has  no  legal
                    proceedings,  administrative  or  regulatory  proceeding,
                    pending or suspected, which have not been fully disclosed in
                    writing  to  the  other.

          (3.10.8)  NO  BREACH  OF  OTHER  AGREEMENTS.  This  Agreement, and the
                    faithful  performance  of this agreement, will not cause any
                    breach  of  any  other  existing agreement, or any covenant,
                    consent  decree,  or undertaking by either, not disclosed to
                    the  other.

          (3.10.9)  CAPITAL  STOCK.  The  issued  and outstanding shares and all
                    shares  of  capital stock of each Corporation is as detailed
                    herein,  that  all  such  shares  are  in  fact  issued  and
                    outstanding, duly and validly issued, were issued as and are
                    fully  paid  and non-assessable shares, and that, other than
                    as  represented  in  writing, there are no other securities,
                    options,  warrants or rights outstanding, to acquire further
                    shares  of  such  Corporation.

          (3.10.10) SEC REPORTS, LIABILITIES AND TAXES. ( i ) WTEQ has filed all
                    required  registration  statements,  prospectuses,  reports,
                    schedules, forms, statements and other documents required to
                    be  filed  by  it  with  the  SEC  since  the  date  of  its
                    registration  under  the  Securities Act of 1933, as amended
                    (collectively, including all exhibits thereto, the "WTEQ SEC
                    Reports").  None  of  the  WTEQ  SEC  Reports,  as  of their
                    respective  dates,  contained  any  untrue  statements  of
                    material fact or failed to contain any statements which were
                    necessary  to  make the statements made therein, in light of
                    the  circumstances,  not  misleading.  All  of  the WTEQ SEC
                    Reports, as of their respective dates (and as of the date of
                    any  amendment to the respective WTEQ SEC Reports), complied
                    as  to  form  in  all  material respects with the applicable
                    requirements  of the Securities Act and the Exchange Act and
                    the  rules  and  regulations  promulgated  thereunder.

               (ii) Except  as  disclosed in the WTEQ SEC Reports filed prior to
                    the date hereof, WTEQ and its Subsidiaries have not incurred
                    any  liabilities  or  obligations  (whether  or not accrued,
                    contingent  or otherwise) that are of a nature that would be
                    required  to be disclosed on a balance sheet of WTEQ and its
                    Subsidiaries or the footnotes thereto prepared in conformity
                    with  GAAP,  other  than  (A)  liabilities  incurred  in the
                    ordinary  course  of business, or (B) liabilities that would
                    not,  in  the  aggregate,  reasonably  be expected to have a
                    material  adverse  effect  on  WTEQ.

               (iii)Except  as  disclosed in the WTEQ SEC Reports filed prior to
                    the  date hereof, WTEQ and each of its Subsidiaries (i) have
                    prepared  in  good  faith  and duly and timely filed (taking
                    into account any extension of time within which to file) all
                    material tax returns required to be filed by any of them and
                    all  such filed tax returns are complete and accurate in all
                    material  respects;  (ii) have paid all taxes that are shown
                    as due and payable on such filed tax returns or that WTEQ or
                    any  of  its  Subsidiaries  are obligated to pay without the
                    filing  of  a  tax  return;  (iii)  have  paid  all  other
                    assessments  received to date in respect of taxes other than
                    those  being contested in good faith for which provision has
                    been made in accordance with GAAP on the most recent balance
                    sheet  included  in  WTEQ's  financial statements; (iv) have
                    withheld  from  amounts  owing  to any employee, creditor or
                    other  person  all  taxes required by law to be withheld and
                    have  paid  over  to  the proper governmental authority in a
                    timely  manner  all  such withheld amounts to the extent due
                    and  payable; and (v) have not waived any applicable statute
                    of  limitations  with  respect  to  United States federal or
                    state  income  or  franchise  taxes  and  have not otherwise
                    agreed  to  any  extension  of time with respect to a United
                    States  federal  or state income or franchise tax assessment
                    or  deficiency.

          (3.10.11) BROKERS' OR FINDER'S FEES. Each Corporation is not  aware of
                    any  claims  for  brokers'  fees, or finders' fees, or other
                    commissions  or  fees,  by  any  person not disclosed to the
                    other, which would become, if valid, an obligation of either
                    company.

     (3.11) MISCELLANEOUS  PROVISIONS

          (3.11.1)  Except  as  required  by  law,  no  party  shall provide any
                    information  concerning  any  aspect  of  the  transactions
                    contemplated  by  this  Agreement to anyone other than their
                    respective  officers,  employees and representatives without
                    the  prior  written consent of the other parties hereto. The
                    aforesaid  obligations  shall  terminate  on  the earlier to
                    occur of (a) the Closing, or (b) the date by which any party
                    is  required  under its articles or bylaws or as required by
                    law,  to provide specific disclosure of such transactions to
                    its  shareholders,  governmental  agencies  or  other  third
                    parties.  In  the event that the transaction does not close,
                    each  party  will  return  all  confidential  information
                    furnished  in  confidence  to  the  other.  In addition, all
                    parties  shall consult with each other concerning the timing
                    and  content  of  any  press  release  or news release to be
                    issued  by  any  of  them.

          (3.11.2)  This Agreement may be executed simultaneously in two or more
                    counterpart  originals.  The  parties  can and may rely upon
                    facsimile  signatures  as  binding  under  this  Agreement,
                    however, the parties agree to forward original signatures to
                    the other parties as soon as practicable after the facsimile
                    signatures  have  been  delivered.

          (3.11.3)  The  Parties  to  this  agreement  have no wish to engage in
                    costly  or  lengthy litigation with each other. Accordingly,
                    any  and  all  disputes  which the parties cannot resolve by
                    agreement  or  mediation,  shall  be  submitted  to  binding
                    arbitration  under  the  rules  and auspices of the American
                    Arbitration  Association.  As  a  further incentive to avoid
                    disputes,  each party shall bear its own costs, with respect
                    thereto,  and  with  respect to any proceedings in any court
                    brought  to  enforce or overturn any arbitration award. This
                    provision is expressly intended to discourage litigation and
                    to  encourage  orderly,  timely and economical resolution of
                    any  disputes  which  may  occur.

          (3.11.4)  If  any  provision  of  this  Agreement or  the  application
                    thereof  to any person or situation shall be held invalid or
                    unenforceable,  the  remainder  of  the  Agreement  and  the
                    application of such provision to other persons or situations
                    shall  not  be effected thereby but shall continue valid and
                    enforceable  to  the  fullest  extent  permitted  by  law.

          (3.11.5)  No waiver by any party of any occurrence or provision hereof
                    shall  be  deemed  a  waiver  of  any  other  occurrence  or
                    provision.

          (3.11.6)  The  parties  acknowledge that both they and  their  counsel
                    have  been  provided  ample opportunity to review and revise
                    this  agreement  and  that  the  normal rule of construction
                    shall  not  be  applied  to  cause  the  resolution  of  any
                    ambiguities  against  any party presumptively. The Agreement
                    shall  be  governed  by and construed in accordance with the
                    laws  of  the  State  of  Nevada.

4.  TERMINATION.  The  Plan  of exchange may be terminated by written notice, at
any  time  prior to closing, by either party whether before or after approval by
the  shareholders of either or both; (i) by mutual consent; (ii) by either party
during  the due diligence phase, or (iii) by either party, in the event that the
transaction  represented  by  the  anticipated  Plan  of  exchange  has not been
implemented  and  approved  by the proper governmental authorities 120 days from
the  of this Agreement. In the event that termination of the Plan of exchange by
either  or  both, as provided above, the Plan of exchange shall forthwith become
void  and  there  shall  be  no  liability  on the part of either party or their
respective  officers  and  directors.

5.  CLOSING.  The  parties  hereto  contemplate that the closing of this Plan of
Exchange  shall  occur  no  more  than  three  days  after all of the conditions
precedent  have been met or waived. The closing deliveries will be made pursuant
to  the  Escrow  Agreement,  dated  January  13,  2005.  On  the Closing Date, a
certificate  for the 12,211,857 shares of WTEQ common stock will be delivered to
Yinhai  from  escrow  for  distribution  to  the  Yinhai  Shareholders  and  the
Consultants  shall  be  paid  by Yinhai and/or the Yinhai Shareholders an amount
equal  to  $350,000.  The  parties  acknowledge  that the Escrow Agreement has a
default  provision  that  governs  the  rights  of the parties in the event that
certain  performances  are  not made on a timely basis and they expressly accept
the  terms  thereof.

6.  EXECUTION  IN  COUNTERPARTS.  This  Plan  of Exchange may be executed in any
number  of  counterparts,  and  when all of the counterparts are put together it
shall  be  deemed  one  document  and  shall  be  a  binding  contract.

7.  MERGER CLAUSE. This Plan of Exchange, together with the Letter of Intent and
the Escrow Agreement, constitute the entire agreement of the parties hereto with
respect  to  the  subject  matter hereof, and such documents supercede all prior
understandings  or  agreements  between  the  parties  hereto,  whether  oral or
written,  with  respect  to  the  subject matter hereof, all of which are hereby
superceded,  merged  and  rendered  null  and  void.


     The  Remainder  of  this  Page  is  Intentionally  left  Blank

     The  parties  hereto,  intending  to  be  bound,  hereby  sign this Plan of
     Exchange  below  as  of  the  date  first  written  above.


WORLDTEQ  GROUP                               HARBIN  YINHAI  TECHNOLOGY
INTERNATIONAL,  INC.                          DEVELOPMENT  COMPANY  LTD.

By: /s/ Jeffrey  Lieberman                    By: /s/ Tian,  Ling
    ----------------------                        ---------------
    Jeffrey  Lieberman,                           Tian,  Ling,
    President                                     President


THE  CONSULTANTS:

Progressive  Media  Group,  Inc.


By /s/ Pamela  Cohen
   -----------------
   Pamela  Cohen, President

XCL  Partners,  Inc.


By /s/ Tim  Reiu
   -------------
   Tim  Reiu, President

Aero  Financial,  Inc.


By /s/ Jim  Price
   --------------
   Jim  Price, President

Triple  S  Parts,  Inc.


By /s/ Emiliano  Lakota
   --------------------
   Emiliano  Lakota, President