Filed by Automated Filing Services Inc. (604) 609-0244 - Avani International Group Inc. - Exhibit 10.39





 AMENDMENT TO SALE & PURCHASE AGREEMENT DATED OCTOBER
  4, 2002, MADE BETWEEN AVANI INTERNATIONAL GROUP INC. AND AVANI OXYGEN WATER
  CORPORATION (called “VENDOR”) AND AVANI O2 WATER SDN. BHD. (called
  “PURCHASER”).  

 Reference is hereby made to that certain Sale & Purchase
  Agreement dated October 4, 2002 by and between AVANI INTERNATIONAL GROUP INC.
  AND AVANI OXYGEN WATER CORPORATION (called “VENDOR”) AND AVANI O2
  WATER SDN. BHD. (called “PURCHASER”) (the “Agreement”).


 The parties hereto desire to amend, modify, and change the
  Agreement as follows: 

	1.

        	In paragraph 5( c ) of the Agreement, the Purchaser will
      receive the production equipment in good working condition with warranty
      for the period of six months from the Completion Date; in the event of any
      problem except normal wear and tear, Vendor will be responsible for fixing
      it. The clause is revised as follows:

       
	 	“5 ( c ) from and after the date of this Sale &
      Purchase Agreement , the Vendor will carry on its business within the Building
      in the ordinary course, and will cause the Equipment to be properly kept,
      repaired, maintained and insured at the Vendor’s cost and expense so
      that on the Completion Date, the Purchaser will acquire the Building in
      substantially the same condition and state of repair as of the date of this
      Sale & Purchase Agreement and the Purchaser will acquire the production
      equipment in good working condition for the period of 6 months upon the
      Completion Date (the “warranty period”); in the event of any problem
      except normal wear and tear within the warranty period, the Vendor will
      be fully responsible to fix for the Purchaser.”

       
	2.	In paragraph 22 of the Agreement, the prices and sizes
        of Avani Bottled Water are revised. The amended clause is as follows:

      “22. PRICES OF AVANI BOTTLED WATER 

       Before the completion of the payment of the last installment, the Purchaser
        agrees to buy Avani Bottled Water in the following prices: 

          




	 	Size	 	CIF Port Kelang, Malaysia
	 	 	 	 
	 	355ml	 	US$0.263/Bottle
	 	 	 	 
	 	1.5L	 	US$0.88/Bottle”



Inclusive of the amendments, modifications, and changes stated herein, the parties do hereby confirm that the Agreement is binding and in full force and effect.






 IN WITNESS WHEREOF, the parties have caused this Amendment to be effective
  as of February 20, 2003.

	Signed, Sealed and Delivered by	 
	AVANI INTERNATIONAL GROUP INC.	 
	in the presence of:	AVANI INTERNATIONAL GROUP INC.
	 	 
	 	 
	/s/ Richard Ong	Per: /s/Sui Fong Lam
	Witness	 
	#328-17 Fawcett Road, Coquitlam,	 
	B.C. V3K 6V2 Canada	 
	Address	 
	 	 
	Signed, Sealed and Delivered by	 
	AVANI OXYGEN WATER CORPORATION	 
	in the presence of:	AVANI OXYGEN WATER CORPORATION.
	 	 
	 	 
	_______________________	Per: /s/ Chin Yen Ong
	Witness	 
	Ground 1st Fl., Bangunan BKA,	 
	Lot 10, Jalan Astaka U8/84,	 
	Seksyen U8, 40150 Shah Alam,	 
	Selangor Darul Ehsan, Malaysia	 
	Address	 
	 	 
	Signed, Sealed and Delivered by	 
	AVANI O2 WATER SDN. BHD.	 
	in the presence of:	AVANI O2 WATER SDN. BHD.
	 	 
	 	 
	_______________________	Per: ____________________
	Witness	 
	_______________________	 
	Address