<PAGE>

                            SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT is made effective as at the 26th day of
February, 1999.

BETWEEN:


                  QFG HOLDINGS LIMITED, on behalf of itself and on behalf of the
                  other shareholders of e-Auction Global Trading Inc.

                  (hereinafter called the "Vendor"),

AND:

                  KAZARI INTERNATIONAL INC., a Nevada Corporation, a company
                  whose common shares are eligible for trading on the NASDAQ OTC
                  system

                  (hereinafter called the "Purchaser")

AND:

                  e-AUCTION GLOBAL TRADING INC., a company duly incorporated
                  under the laws of Barbados

                  (hereinafter called the "Company")

WHEREAS:

A. The Vendor either holds the proxy to vote or is the owner of 34,500,000
common shares of e-Auction Global Trading Inc. (the "Company"), representing all
of the issued and outstanding shares in the capital of e-Auction;

B. The Vendor, on behalf of itself and on behalf of the other shareholders of
e-Auction executed a binding letter of intent dated February 26, 1999 with the
Purchaser pursuant to which the Purchaser has agreed to purchase all of the
issued and outstanding shares in the capital of e-Auction in exchange for
34,500,000 common shares of the Purchaser being issued from treasury to the
shareholders of e-Auction on a one for one basis;


<PAGE>

C. Based upon the representations and warranties set forth herein, the Vendor
has agreed to sell to the Purchaser the Vendor's Shares (as hereinafter defined)
and the Purchaser has agreed to purchase the same from the Vendor, on the terms
and conditions and for the consideration set forth herein;

WITNESSETH THAT in consideration of the premises and of the respective
warranties, representations, covenants and agreements contained herein, the
parties hereto agree as follows:

                                    ARTICLE 1
                         INTERPRETATION AND DEFINITIONS

1.1               DEFINITIONS

                  For all purposes of this Agreement:

        (i)     "BUSINESS" means the business carried on by the Company which
                primarily involves the provision of an electronic auction
                service;

        (ii)    "CLOSING" means the definition set forth in Article 6.1 hereof;

        (iii)   "CLOSING DATE" means the date of the Closing referred to in
                Article 6.1 hereof;

        (iv)    "COMPANY" means e-Auction Global Trading Inc.;

        (v)     "INTELLECTUAL PROPERTY" means all rights to and interests in:

               (a)  all business and trade names, corporate names, brand names
                    and slogans Related to the Business;

               (b)  all inventions, patents, patent rights, patent applications
                    (including all reissues, divisions, continuations,
                    continuations-in-part and extensions of any patent or patent
                    application), industrial designs and applications for
                    registration of industrial designs Related to the Business;

               (c)  all copyrights and trade marks (whether used with wares or
                    services and including the goodwill attaching to such trade
                    marks), registrations and applications for trade marks and
                    copyrights (and all future income from such trade marks and
                    copyrights) Related to the Business;

               (d)  all rights and interests in and to processes, lab journals,
                    notebooks, data, trade secrets, designs, know-how, product
                    formulae and information, manufacturing, engineering and
                    other drawings and manuals, technology,


<PAGE>

                    blue prints, research and development reports, agency
                    agreements, technical information, technical assistance,
                    engineering data, design and engineering specifications, and
                    similar materials recording and evidencing expertise or
                    information Related to the Business;

               (e)  all of the intellectual property listed in Schedule 2.1;

               (f)  all other intellectual and industrial property rights
                    throughout the world Related to the Business;

               (g)  all licenses of the intellectual property listed in items
                    (a) to (f) above;

               (h)  all future income and proceeds from any of the intellectual
                    property listed in items (a) to (f) above and the licenses
                    listed in item (g) above; and

               (i)  all rights to damages and profits by reason of the
                    infringement of any of the intellectual property listed in
                    items (a) to (g) above.

        (vi)    "PAYMENT SHARES" means 34,500,000 common shares without par
                value in the capital of the Purchaser described in Article 5.2
                hereof;

        (vii)   "PURCHASER" means Kazari International Inc.;

        (vii)   "RELATED TO THE BUSINESS" means, directly or indirectly, used
                in, arising from or relating in any manner to the Business;

        (viii)  "VENDOR" means QFG Holdings Limited; and

        (ix)    "VENDORS SHARES" means the 34,500,000 shares in the capital of
                the Company as set forth in Article 2.1(i) hereof.

1.2               INTERPRETATION

                  For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

        (i)     "this Agreement" means this Agreement and all Schedules attached
                hereto;

        (ii)    any reference in this Agreement to a designated "Article",
                "Section", "Schedule" or other subdivision refers to the
                designated Article, Section, Schedule or other subdivision of
                this Agreement;


<PAGE>

        (iii)   the words "herein" and "hereunder" and other words of similar
                import refer to this Agreement as a whole and not to any
                particular Article, Section or other subdivision of this
                Agreement;

        (iv)    the word "including", when following any general statement term
                or matter, is not to be construed to limit such general
                statement, term or matter to the specific items or matters set
                forth immediately following such word or to similar items or
                matters, whether or not non-limited language (such as "without
                limitation" or "but not limited to" or words of similar import)
                is used with reference thereto but rather refers to all other
                items or matters that could reasonably fall within the broadest
                possible scope of such general statement, term or matter;

        (v)     any reference to a statute includes and, unless otherwise
                specified herein, is a reference to such statute and to the
                regulations made pursuant thereto, with all amendments made
                thereto and in force from time to time, and to any statute or
                regulations that may be passed which has the effect of
                supplementing or superseding such statute or such regulation;
                and

        (vi)    words importing the masculine gender include the feminine or
                neuter gender and words in the singular include the plural, and
                vice versa.

                                    ARTICLE 2
                  REPRESENTATIONS, WARRANTIES AND COVENANTS OF
                           THE VENDORS AND THE COMPANY

2.1               REPRESENTATIONS AND WARRANTIES

                  The Vendor and the Company represent and warrant, jointly and
severally, to the Purchaser, as continuing representations and warranties which
are true and correct on the date hereto or, if any such representation and
warranty is expressed to be made and given in respect of a particular date other
than the date hereto, then such representation and warranty shall be true and
correct on the earlier of such date or the Closing Date, and all representations
and warranties herein shall be true and correct on each day thereafter to and
including the Closing Date with the same effect as if made and given on and as
of each such day that:

        (i)     each of the following is the beneficial and recorded owner of
                such number of common shares in the capital of the Company as is
                hereinafter set opposite each Vendor's name (collectively the
                "Vendor's Shares");


<PAGE>

<TABLE>
<CAPTION>
                  NAME OF VENDOR                              NO. OF SHARES
                  --------------                              -------------
                  <S>                                         <C>
                  Platinum Capital Management Inc.            2,500,000
                  Platinum Capital Management Inc.            1,000,000
                  in trust for John Andrews
                  Zorba Holdings Limited                      1,500,000
                  e-Auction Global Trading Inc. (BVI)         1,500,000
                  QFG Holdings Limited                        4,000,000
                  China Capital Financial Corp                1,500,000
                  Web CCB (BVI)                               750,000
                  CCS Technologies Inc.                       750,000
                  Hartford Holdings Limited                   3,000,000
                  BFM Enterprises Inc.                        1,500,000
                  John Andrews in trust for the               16,500,00
                  Shareholders of Sanga International
                  Inc.
</TABLE>

         (ii)     the Vendor's Shares are free and clear of any liens, charges,
                  claims, options, set-offs, encumbrances, voting agreements,
                  voting trusts, escrow restrictions or other limitations or
                  restrictions of any nature whatsoever, except as expressly
                  provided for or disclosed herein;

         (iii)    the Vendor's Shares represent 100% of the Company's issued and
                  outstanding share capital;

         (iv)     no person, firm or corporation has any right, agreement or
                  option, present or future, contingent or absolute, or any
                  right capable of becoming a right, agreement or option to
                  purchase or otherwise acquire any of the Vendor's Shares;

         (v)      the Vendor has the full and absolute right, power and
                  authority to enter into this Agreement on the terms and
                  subject to the conditions herein set forth, to carry out the
                  transactions contemplated hereby and to transfer, or cause to
                  be transferred, on the Closing Date, legal and beneficial
                  title and ownership of the Vendor's Shares to the Purchaser.

         (vi)     the Company is duly incorporated, validly existing and in good
                  standing under the laws of Barbados and in each other
                  jurisdiction in which it carries on business or hold assets
                  and the Company has the necessary corporate capacity to carry
                  on the business which it now carries on in such jurisdictions
                  and to own the assets which it now owns;


<PAGE>

         (vii)    the authorized capital of the Company consists of an unlimited
                  number of common shares without par value, of which a total of
                  34,500,000 common shares have been validly issued, are
                  outstanding and are fully paid and non-assessable;

         (viii)   no person, firm or corporation has any right, agreement or
                  option, present or future, contingent or absolute, or any
                  right capable of becoming a right, agreement or option to
                  require the Company to issue any shares in its capital or to
                  convert any securities of the Company or of any other company
                  into shares in the capital of the Company;

         (ix)     the corporate records of the Company, as required to be
                  maintained by it under its statute of incorporation and
                  constating documents, are accurate, complete and up-to-date in
                  all material respects and all material transactions of the
                  Company have been promptly and properly recorded in their
                  books or filed with their records;

         (x)      the Company does not have any liability, due or accruing,
                  contingent or absolute, and is not directly or indirectly
                  subject to any guarantee, indemnity or other contingent or
                  indirect obligation with respect to the obligation of any
                  other person or company, other than any such liability,
                  guarantee, indemnity or obligation incurred or assumed by it
                  in the course of their normal and ordinary day to day business
                  and no such liability, guarantee, indemnity or obligation has
                  been paid or discharged by the Company other than in the
                  course of their normal and ordinary day to day business;

         (xi)     the Company does not beneficially own, directly or indirectly,
                  shares in any other corporate entity;

         (xii)    the Company has good and marketable title to all of its
                  assets, and such assets are free and clear of any material
                  financial encumbrances;

         (xiii)   the Company holds all permits, licenses, consents and
                  authorizations issued by any government or governmental
                  authority which are necessary in connection with the operation
                  of its business and the ownership of its properties and
                  assets;

         (xiv)    the Company has filed all necessary tax returns in all
                  jurisdictions required to be filed by them, all returns
                  affecting workers, compensation with the appropriate agency,
                  corporation capital tax returns, if required, and any other
                  material reports and information required to be filed by the
                  Company with any governmental authority; the Company has paid
                  all income, sales and capital taxes payable by them as and
                  when due; the Company has withheld and remitted to tax
                  collection authorities such taxes as are required by law to be


<PAGE>

                  withheld and remitted as and when due; the Company has paid
                  all instalments of corporate taxes due and payable, and there
                  is not presently outstanding and nor does the Company expect
                  to receive any notice of re-assessment from any applicable tax
                  collecting authority;

         (xv)     the Company has not declared or paid any dividends of any kind
                  or declared or made any other distributions of any kind
                  whatsoever including, without limitation, by way of
                  redemption, repurchase or reduction of its authorized capital;

         (xvi)    the Company has not engaged in any transaction or made any
                  disbursement or assumed or incurred any liability or
                  obligation or made any commitment, including, without
                  limitation, any forward purchase commitment or similar
                  obligation, to make any expenditure which would materially
                  affect their operations, property, assets or financial
                  condition;

         (xvii)   the Company has not waived or surrendered any right of
                  substantial value and has not made any gift of money or of any
                  of its property or assets;

         (xviii)  the Company has carried on business in the normal course;

         (xix)    the Vendor has entered into a letter agreement ("Letter
                  Agreement") dated February 2, 1999 with Jameson Investment
                  Corporation ("Jameson") pursuant to which the Vendor is to
                  obtain from Jameson all of the issued and outstanding shares
                  in the capital of Jameson International Foreign Corporation
                  ("JFX"), a copy of such Letter Agreement has been previously
                  delivered to the Purchaser. The Letter Agreement is in full
                  force and effect and neither party thereto is in breach of any
                  provision. The Vendor is entitled to the full benefit and
                  advantage of the Letter Agreement in accordance with its
                  terms. The Vendor has not received any notice of default by
                  the Vendor or a dispute between the Vendor and any other party
                  in respect of the Letter Agreement and the parties are
                  continuing to proceed to a closing. There has not occurred any
                  event which, with the lapse of time or giving of notice or
                  both, would constitute a default under the Letter Agreement by
                  the Vendor or any other party to the Letter Agreement. At or
                  before the closing of the transaction contemplated in the
                  Letter Agreement, the Vendor shall immediately transfer and
                  assign absolutely all of the shares of JFX to the Company. The
                  Vendor hereby assigns all of its interest in the Letter
                  Agreement to the Company. Except as described above, the
                  Company does not have outstanding any material continuing
                  contractual obligations whatsoever relating to or affecting
                  the conduct of its business or any of its property or assets
                  or for the purchase, sale or leasing of any property other
                  than those contracts entered into by the Company in the course
                  of their normal and ordinary day to day business;


<PAGE>

         (xx)     there are no material management contracts or consulting
                  contracts to which the Company is a party or by which either
                  is bound, and no amount is payable or has been agreed to be
                  paid by the Company to any persons as remuneration, pension,
                  bonus, share of profits or other similar benefit and no
                  director, officer or member, or former director, officer or
                  member, of the Company, nor any associate or affiliate of any
                  such person, has any claim of any nature against, or is
                  indebted to, the Company;

         (xxii)   the Company is not in default under or in breach of, or
                  would, after notice or lapse of time or both, be in default
                  under any contract, agreement, indenture or other instrument
                  to which it is a party or by which it is bound nor will the
                  consummation of the transactions contemplated hereby conflict
                  with, constitute a default under, result in a breach of,
                  entitle any person or company to a right of termination under,
                  or result in the creation or imposition of any lien,
                  encumbrance or restriction of any nature whatsoever upon or
                  against the property or assets of the Company, under their
                  constating documents, any contract, agreement, indenture or
                  other instrument to which the Company is a party or by which
                  either is bound, any law, judgment, order, writ, injunction or
                  decree of any court, administrative agency or other tribunal
                  or any regulation of any governmental authority, and all such
                  contracts, agreements, indentures, or other instruments are in
                  good standing and the Company is entitled to all benefits
                  thereunder;

         (xxiii)  there are no claims threatened or against or affecting the
                  Company nor are there any actions, suits, judgments,
                  proceedings or investigations pending or, threatened against
                  or affecting the Company, at law or in equity, before or by
                  any Court, administrative agency or other tribunal or any
                  governmental authority;

         (xviii)  Intellectual Property:

                  (a)   Schedule 2.1 lists the Intellectual Property and such
                        Intellectual Property is sufficient to allow the Company
                        to conduct the Business. The Vendor obtained the
                        Intellectual Property pursuant to an asset purchase
                        agreement dated the 1st day of February, 1999 between
                        the Vendor and Generated Solutions (1993) Ltd. and an
                        asset purchase agreement dated the 1st day of February,
                        1999 between the Vendor and National Electronic
                        Marketing Inc., copies of such agreements have been
                        previously provided to the Purchaser, which transactions
                        have closed and the Intellectual Property has been
                        transferred. The Vendor has further transferred all of
                        its rights


<PAGE>

                        to the Intellectual Property to the Company and such
                        transfer has been completed.

                  (b)   The Company is the owner of the Intellectual Property
                        and is entitled to the exclusive and uninterrupted use
                        of the Intellectual Property without payment of any
                        royalty or other fees. No Person has any right, title or
                        interest in any of the Intellectual Property and all
                        such persons have waived their moral rights in any
                        copyright works within the Intellectual Property. The
                        Company has diligently protected its legal rights to the
                        exclusive use of the Intellectual Property.

                  (c)   The Company has not permitted or licensed any Person to
                        use any of the Intellectual Property.

                  (d)   No person has challenged the Company's rights to any of
                        the Intellectual Property.

                  (e)   Neither the use of the Intellectual Property nor the
                        conduct of the Business has infringed or currently
                        infringes upon the industrial or intellectual property
                        rights of any other person.

                  (f)   No other person has infringed the Company's rights to
                        the Intellectual Property.

                  (g)   There is no government prohibition or restriction on the
                        use of Intellectual Property.

                  (h)   Neither the Company, the Vendor or any of the other
                        shareholders of the Company are aware of any
                        infringement by the Company of any registered patent,
                        trademark or copyright;

         (xix)    the Company shall obtain and maintain until the Closing Date
                  such insurance against loss or damage to their assets and with
                  respect to public liability as is reasonably prudent for
                  companies carrying on businesses similar to that of the
                  Company;

         (xx)     the Vendor has duly and validly authorized, executed and
                  delivered this Agreement; and

         (xxi)    the Vendor has the power and capacity to enter into this
                  Agreement and to carry out its obligations hereunder.


<PAGE>

2.2               COVENANTS OF THE VENDOR AND THE COMPANY

                  Each of the Vendor and the Company, joint and severally,
covenant and agree with the Purchaser that:

         (i)      both before and after the Closing Date, each of the Vendor and
                  the Company shall execute and do all such further deeds, acts,
                  things and give such assurances as may be required in the
                  reasonable opinion of the Purchaser's counsel for more
                  perfectly consummating the transactions contemplated hereby
                  and referenced herein.

2.3               COVENANTS OF THE COMPANY

                  The Company covenants and agrees with the Purchaser that the
Company shall not, prior to the Closing Date, except with the prior consent of
the Purchaser:

         (i)      make or permit to be made any employment contracts or other
                  arrangements with any directors, officers, agents, servants or
                  employees of the Company;

         (ii)     make or assume or permit to be made or assumed any commitment,
                  obligation or liability which is outside of the usual and
                  ordinary course of the business of the Company, and for the
                  purpose of carrying on the same, but the Company will operate
                  its properties and carry on its business as heretofore and
                  will maintain all of its properties, rights and assets in good
                  standing, order, and repair;

         (iii)    declare or pay any dividends or make any other distributions
                  or appropriations of profits or capital or make any other
                  distributions or appropriations of its profits or of its
                  capital;

         (iv)     create or assume any indebtedness other than in the ordinary
                  course of business or guarantee the obligations of any third
                  party other than in the ordinary course of its business; or

         (v)      sell or otherwise in any way alienate or dispose of or
                  encumber any of its assets;

provided however, that the Company shall, both before and after the Closing
Date, execute and do all such further deeds, acts, things and give such
assurances as may be required in the reasonable opinion of the Purchaser's
counsel for more perfectly consummating the transactions contemplated herein,
and shall, without limitation, use its best efforts to obtain any approvals from
third parties as may be required to all of the transactions contemplated hereby
and referenced herein.


<PAGE>

                                    ARTICLE 3
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                                OF THE PURCHASER

3.1               REPRESENTATIONS AND WARRANTIES

                  The Purchaser represents and warrants to the Vendor, as
continuing representations and warranties which are true and correct on the date
hereof or, if any such representation and warranty is expressed to be made and
given in respect of a particular date other than the date hereof, then such
representation and warranty shall be true and correct on such date, and all
representations and warranties herein shall be true and correct on each day
thereafter to and including the Closing Date with the same effect as if made and
given on and as of each such day, that:

         (i)      subject to fulfilment of the conditions hereinafter
                  enumerated, the Purchaser has the power and capacity to enter
                  into this Agreement and to carry out its obligations
                  hereunder;

         (ii)     the Purchaser has duly and validly authorized, executed and
                  delivered this Agreement;

         (iii)    the Purchaser is a company duly incorporated, validly existing
                  and in good standing under the laws of Nevada, United States
                  and has the necessary corporate capacity and is fully
                  qualified in the State of Nevada and each other jurisdiction
                  in which it carries on business or holds assets to carry on
                  the business which it now carries on and to hold the assets
                  which it now holds;

         (iv)     the authorized capital of the Purchaser consists of 40,000,000
                  common shares without par value, of which 5,320,000 shares
                  have been validly issued and are outstanding and are fully
                  paid and non-assessable;

         (v)      no person or company has any right, agreement or option,
                  present or future, contingent or absolute, or any right
                  capable of becoming a right, agreement or option to require
                  the Purchaser to issue any share in its capital or to convert
                  any securities of the Purchaser of any other company into
                  shares in its capital;

         (vi)     the Purchaser holds all permits, licenses, consents and
                  authorities issued by any government or governmental authority
                  which are necessary in connection with the operations of its
                  business and of the ownership of its business and of the
                  ownership of its properties and assets;

         (vii)    the Purchaser has filed all necessary federal and provincial
                  tax returns affecting workers compensation with the
                  appropriate agency, corporation capital tax


<PAGE>

                  returns and any other reports and information required to be
                  filed by the Purchaser with any governmental authority; the
                  Purchaser has paid all federal, state and foreign income,
                  sales and capital taxes payable by it; the Purchaser has
                  withheld and remitted the appropriate taxes to the Internal
                  Revenue Service or any other applicable governmental
                  authority; the purchaser has paid all instalments of corporate
                  taxes due and payable, and there is not presently outstanding
                  any notice of re-assessment from the Internal Revenue Service
                  or any applicable tax collecting authority;

         (viii)   the Purchaser has not declared or paid any dividends of any
                  kind nor declared nor made any other distributions of any kind
                  whatsoever including, without limitation, by way of redemption
                  or repurchase of the Purchaser's common shares or deduction of
                  capital;

         (ix)     the Purchaser has no liability, due or accruing, contingent or
                  absolute, and is not directly or indirectly subject to any
                  guarantee, indemnity or other contingent or indirect
                  obligation with respect to the obligation of any other person
                  or company, other than any such liability, guarantee,
                  indemnity or obligation incurred or assumed by the Purchaser
                  in the course of its normal and ordinary day to day business
                  and no such liability, guarantee, indemnity or obligation has
                  been paid or discharged by the Purchaser after the date of the
                  Financial Statements of the Purchaser other than in the course
                  of the Purchaser's normal and ordinary day to day business;

         (x)      the Purchaser has not waived or surrendered any right of
                  substantial value and has not made any gift of money or of any
                  of its property or assets;

         (xi)     the Purchaser has carried on its business in the normal
                  course;

         (xii)    the Purchaser does not have outstanding any material
                  continuing contractual obligations whatsoever relating to or
                  affecting the conduct of its business or any of its property
                  or assets or for the purchase, sale or leasing of any property
                  other than those contracts entered into by it in the course of
                  its normal and ordinary day to day business;

         (xiii)   there are no material management contracts or consulting
                  contracts to which the Purchaser is a party or by which it is
                  bound, no amount is payable or has been agreed to be paid by
                  the Purchaser to any person as remuneration, pension, bonus,
                  share of profits or other similar benefit, and no director,
                  officer or member, or former director, officer or member, of
                  the Purchaser, nor any associate or affiliate of any such
                  person, has any claims of any nature against, or is indebted
                  to the Purchaser;


<PAGE>

         (xiv)    the Purchaser is not in default under or in breach of, or
                  would, after notice or lapse of time or both, be in default
                  under or in breach of, and neither this Agreement nor the
                  consummation of the transactions contemplated hereby will
                  conflict with, constitute a default under, result in a breach
                  of, entitle any person or company to a right of termination
                  under, or result in the creation or imposition of any lien,
                  encumbrance or restriction of any nature whatsoever upon or
                  against the property or assets of the Purchaser, under its
                  constating documents, any contract, agreement, indenture or
                  other instrument to which it is a party or by which it is
                  bound, any law, judgment, order, writ, injunction or decree of
                  any court, administrative agency or other tribunal or any
                  regulation of any governmental authority, and all such
                  contracts, agreements, indentures, or other instruments are in
                  good standing and the Purchaser is entitled to all benefits
                  thereunder;

         (xv)     there are no actions, suits, proceedings or investigations
                  pending or, to the knowledge of the Purchaser, threatened
                  against or affecting the Purchaser, at law or in equity,
                  before or by any court, administrative agency or other
                  tribunal or any governmental authority;

         (xvi)    the Purchaser has good and marketable title or leasehold title
                  to all of its properties and assets and such properties and
                  assets are free and clear of any liens, charges or
                  encumbrances;

         (xvii)   the Purchaser does not beneficially own, directly or
                  indirectly, shares of any corporate entity or any interest in
                  a partnership, joint venture or other business entity;

         (xviii)  the Purchaser has filed annual reports and documents required
                  to be filed with the NASDAQ OTC market, the United States
                  Securities and Exchange Commission (but is not a reporting
                  company in any jurisdiction) and any other applicable
                  corporate or securities authority and is not in default of any
                  applicable law or regulation; and

         (xix)    At the Closing Date, the Payment Shares shall be issued and
                  outstanding as fully paid and non-assessable common shares of
                  the Purchaser duly registered in the names of those persons
                  listed in section 6.2 hereof, and such persons shall have good
                  and marketable title to the Payment Shares, free and clear of
                  all liens, encumbrances, charges or security interests
                  whatsoever.

3.2               COVENANTS OF THE PURCHASER

                  The Purchaser covenants and agrees with the Vendor that:


<PAGE>

         (i)      the Purchaser will forthwith use its best efforts to obtain
                  the necessary approvals of any applicable regulatory
                  authorities of the terms of this Agreement; and

         (ii)     the Purchaser will, both before and after the Closing Date,
                  execute and do all such further deeds, things and assurances
                  as may be required in the reasonable opinion of the Vendor's
                  counsel for more perfectly consummating the transactions
                  contemplated hereby and referenced herein.

3.3               NEGATIVE COVENANTS

                  The Purchaser further covenants and agrees with the Vendors
that it will not, prior to the Closing Date, except with the prior consent of
the Vendor:

         (i)      make or assume any commitment, obligation or liability which
                  is outside of the usual and ordinary course of the business of
                  the Purchaser and for the purpose of carrying on the same, but
                  the Purchaser will operate its properties and carry on its
                  business as heretofore and will maintain all of its
                  properties, rights and assets in good order and repair;

         (ii)     declare or pay any dividends on its common shares or make any
                  other distributions or appropriations of profits or capital;

         (iii)    create or assume any indebtedness or guarantee the obligations
                  of any third party, other than in the ordinary course of its
                  business;

         (iv)     sell or otherwise in any way alienate or dispose of any of its
                  assets other than in the ordinary course of business; or

         (v)      issue any shares in its capital to any person.

                                    ARTICLE 4
                                   CONDITIONS

4.1               PURCHASER'S CONDITIONS

                  The obligations of the Purchaser to complete the transactions
contemplated hereby are subject to the following conditions (which are for the
exclusive benefit of the Purchaser) having been satisfied or expressly waived in
writing by the Purchaser:

         (i)      prior to the Closing Date neither the Vendor nor the Company
                  shall have breached any of the warranties and representations
                  of the Vendor and the Company set forth in this Agreement;



<PAGE>

         (ii)     all of the covenants and agreements of the Vendors and the
                  Company to be observed or performed on or before the Closing
                  Date pursuant to the terms hereof shall have been duly
                  observed or performed;

         (iii)    all of the transactions contemplated by this Agreement, shall
                  have been properly and duly approved; and

         (iv)     on the Closing Date the Company shall have delivered to the
                  Purchaser a certificate of an officer or director of the
                  Company, dated the Closing Date and certifying the truth,
                  accuracy and correctness of the representations and warranties
                  contained in this Agreement and the other closing documents
                  referenced in sections 6.2(i) and (ii) hereof;

4.2               VENDOR'S CONDITIONS

                  The obligations of the Vendor to complete the transactions
contemplated hereby are subject to the following conditions (which are for the
exclusive benefit of the Vendor) having been satisfied or expressly waived in
writing by the Vendor:

         (i)      prior to or on the Closing Date the Purchaser shall not have
                  breached any breach of any of the warranties and
                  representations of the Purchaser set forth in this Agreement;

         (ii)     all of the covenants and agreements of the Purchaser to be
                  observed or performed on or before the Closing Date pursuant
                  to the terms hereof shall have been duly observed or
                  performed;

         (iii)    all of the transactions contemplated by this Agreement, shall
                  have been properly and duly approved; and

         (iv)     on the Closing Date the Purchaser shall have delivered to the
                  Vendor a certificate of an officer or director of the
                  Purchaser, dated the Closing Date and certifying the truth,
                  accuracy and correctness of the representations and warranties
                  contained in this Agreement and the rest of the closing
                  documents referenced in section 6.1(iii) hereof.


<PAGE>

                                    ARTICLE 5
                                PURCHASE AND SALE

5.1               PURCHASE AND SALE

                  Based upon the representations, warranties and covenants of
the parties herein contained and subject to the conditions herein contained, the
Purchaser hereby purchases and the Vendor hereby transfers, assigns and sells,
or will cause such transfer, assignment and sale, to the Purchaser on the
Closing Date, all rights, titles and interests in and to the Vendor's Shares
free and clear of all liens, charges and encumbrances.

5.2               CONSIDERATION

                  In consideration of the purchase and sale herein contemplated
and in complete satisfaction of the purchase price for the Vendor's Shares, the
Purchaser hereby agrees to issue to the Vendor and the other shareholders of the
Company, a total of 34,500,000 common shares without par value in the capital of
the Purchaser (the "Payment Shares") as follows:

<TABLE>
<CAPTION>
                  Name of Vendor                       No. of Common Shares
                  --------------                       --------------------
<S>                                                    <C>
                  Platinum Capital Management Inc.            2,500,000
                  Platinum Capital Management Inc.            1,000,000
                  in trust for John Andrews
                  Zorba Holdings Limited                      1,500,000
                  e-Auction Global Trading Inc. (BVI)         1,500,000
                  QFG Holdings Limited                        4,000,000
                  China Capital Financial Corp                1,500,000
                  Web CCB (BVI)                               750,000
                  CCS Technologies Inc.                       750,000
                  Hartford Holdings Limited                   3,000,000
                  BFM Enterprises Inc.                        1,500,000
                  John Andrews in trust for the               16,500,00
                  Shareholders of Sanga International
                  Inc.
</TABLE>

5.3               DELIVERY OF PAYMENT SHARES

                  The Purchaser shall deliver the Payment Shares to the Vendors
on the Closing Date in the following manner:

         (i)      the Purchaser shall deliver to the Vendor, or to its
                  direction, share certificates registered in the respective
                  names for such number of Payment Shares in the Purchaser as is
                  set opposite each name in Article 5.2 hereof.


<PAGE>

5.4               HOLD PERIOD REQUIREMENT

                  The Vendor acknowledges and agrees that the Payment Shares
will be subject to applicable hold periods as provided under applicable United
States securities laws and regulations, and will be legended accordingly.

                                    ARTICLE 6
                                     CLOSING

6.1               CLOSING DATE

                  The completion of the transactions contemplated hereby (the
"Closing"), to be effective as at February 26, 1999, shall occur at the offices
of Blake, Cassels & Graydon, 20th Floor, 45 O'Connor Street, Ottawa, Ontario on
the Closing Date, which shall take place as soon as possible following the
execution of this Agreement on a date as agreed to between the Vendor and the
Purchaser.

6.2               DELIVERIES ON CLOSING

                  On the Closing Date:

         (i)      the Vendor shall:

                  1.    deliver to the Purchaser a share certificate
                        representing 34,500,000 common shares of the Company,
                        duly recorded in the name of the Purchaser;

         (ii) the Company and the Vendor shall deliver to the Purchaser the
following:

                  1.    the certificate of an officer or director of the Company
                        contemplated in Article 4.1(iv) hereof;

                  2.    a certified extract of a resolution of the directors of
                        the Company approving the transfer of the Vendor's
                        shares to the Purchaser;

                  3.    the written resignations of each director and officer of
                        the Company;

                  4.    share certificates representing the Vendors' Shares duly
                        endorsed for transfer.

         (iii) the Purchaser shall deliver or cause to be delivered to the
Vendor the following:


<PAGE>

                  1.       share certificates representing the Payment Shares.
                  2.       the certificate of an officer or director of the
                           Purchaser contemplated in Article 4.2(iv) hereof.

                                    ARTICLE 7
                                  MISCELLANEOUS

7.1               SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                  All of the representations, warranties and, covenants of the
Vendor and the Company contained in Article 2 of the Agreement and the
representations, warranties and covenants of the Purchaser contained in Article
3 of this Agreement shall survive the Closing Date for a period of six (6)
months only and continue in full force and effect for that time for the benefit
of the party to which it was given regardless of any knowledge or investigation
by or on behalf of any party with respect thereto.

7.2               NON-MERGER

                  Each party hereby agrees that all provisions of this
Agreement, other than the representations, warranties and covenants of the
Vendor and Company in Article 2 and the Purchaser in Article 3 hereof (which
shall be subject section 7.1 hereof), shall forever survive the execution,
delivery and performance of this Agreement, Closing and the execution, delivery
and performance of any and all documents delivered in connection with this
Agreement.


7.3               INDEMNITY

                  The Vendor and the Company, jointly and severally, shall
indemnify and save the Purchaser harmless from any loss or damage sustained by
the Purchaser arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition of the Vendor or the
Company contained herein, and the same rights shall apply to the Vendors against
the Purchaser mutatis mutandis.

7.4               NOTICE

                  Any notice, document or communication required or permitted to
be given hereunder shall be in writing at the addresses as indicated on the
execution page of this Agreement or such other addresses as the parties may
specify in writing.

                  Notices shall be effective and deemed to have been duly given
and received if delivered personally or by telecopier.


<PAGE>

7.5               TIME

                  Time shall be of the essence hereof.

7.6               ENTIRE AGREEMENT

                  This Agreement constitutes the entire agreement between the
parties hereto and supersedes all prior contracts, agreements and understandings
between the parties. There are no representations warranties, collateral
agreements or conditions affecting this transaction other than as are expressed
or referred to herein in writing.

7.7               CONSENT OF THE COMPANY AND THE PURCHASER

                  The Company and the Purchaser and the Vendor consent to the
transactions contemplated herein and hereby acknowledge and agree to execute and
perform all such further deeds, acts, things and give such assurances as may be
required in the reasonable opinion of counsel for more perfectly consummating
the transactions contemplated herein, and shall, without limitation, use their
best efforts to obtain as required, approval from such parties as may be
required to give their approval to the transactions contemplated hereby and
herein referenced.

7.8               GOVERNING LAW

                  This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario.

7.9               ENUREMENT

                  This Agreement shall enure to the benefit of and be binding
upon the respective heirs, successors and assigns of the parties hereto.

7.10              HEADINGS

                  The headings in this Agreement have been inserted for
convenience only, and do not define, limit, alter or enlarge the meaning of any
provision of this Agreement.

7.11              SCHEDULES

                  Wherever any term or conditions, expressed or implied, in such
schedules conflicts or is at variance with any term or conditions of this
Agreement, the terms or conditions of this Agreement shall prevail.


<PAGE>

7.12              SEVERABILITY

                  If a provision of this Agreement is deemed to be wholly or
partly invalid, this Agreement will be interpreted as if the invalid provision
had not been a part thereof.

7.13              COUNTERPARTS

                  This Agreement may be executed in one or more counterparts
which, when so executed, by facsimile signature or otherwise, shall be read
together and be construed as one agreement.


<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first set forth above.


                                        QFG HOLDINGS LIMITED


                                    Per: /s/ Shane Maine
                                         -------------------------------
                                    Address:  12 Anderson St.
                                             ---------------------------
                                              Chelsea, UK
                                             ---------------------------
                                              5W3 3NH
                                             ---------------------------
                                    Facsimile:
                                             ---------------------------

                                        KAZARI INTERNATIONAL INC.


                                    Per: /s/ Mike Gilley
                                         -------------------------------
                                    Address: 1304 Pik Hoi House
                                             ---------------------------
                                             Choi Hung Estate
                                             ---------------------------
                                             Kowboon, Hong Kong
                                             ---------------------------
                                    Facsimile: 604-689-3348
                                             ---------------------------

                                        E-AUCTION GLOBAL TRADING INC.


                                    Per: /s/ Shane Maine
                                         -------------------------------
                                    Address: 13 Anderson St
                                             ---------------------------
                                             Chelsea, London, UK
                                             ---------------------------
                                             5W3 3NH
                                             ---------------------------
                                    Facsimile:
                                             ---------------------------


<PAGE>

                                  SCHEDULE 2.1

                              INTELLECTUAL PROPERTY

(i)      Interactive Auction Software

The Auction Server - multi-threaded C++ Windows NT application that supports
multiple Java clients using its own communications protocol

The Client - a Java applet written in JDK 1.02

Administrative Web Pages

(ii)     Bid and Offer Software

Active Server Pages - hosted on Windows NT Webserver (IIS 4.0)

(iii)    Other

Microsoft Access Database and schema to support both types of auction