EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT  (hereinafter referred to as this "Agreement"),  is
entered  into as of this  ____ day of March,  2000,  by and  among  Natural  Way
Technologies, Inc., (hereinafter referred to as "Natural Way" or the "Company"),
a Nevada  corporation and all the  shareholders  (the  "Shareholders")  of World
Concept Development  Limited, by and through their duly authorized agent Dr. Lan
Hong Bing.  Natural Way and the Shareholders are referred to collectively as the
"Parties".

                                    Premises
                                   ----------

Whereas,  the Shareholders own 100% percent of World Concept Development Limited
(hereinafter referred to as "E-bank"), a corporation incorporated under the laws
of the British Virgin Islands;

Whereas  E-bank owns 100% of Esoftbank  Network  Systems  (Shenzhen)  Co., Ltd.,
(hereinafter  referred to as "Network"),  a company  organized under the laws of
the People's Republic of China;

Whereas  Network owns 80% of Esoftbank  (Beijing)  Software  System Co., Ltd and
52.38% of Sitech Hainan Limited, both of which are companies organized under the
laws of the People's Republic of China;

Whereas Natural Way desires to acquire,  and the  Shareholders  wish to transfer
100% of the issued and  outstanding  shares of E-bank in exchange for  9,300,000
post  reverse  split  shares  of  Natural  Way  common  stock,  on the terms and
conditions  hereinafter provided,  all for the purpose of effecting a "tax-free"
reorganization  pursuant to Sections  368(a)(1)(B) as modified by Section 368(b)
of the Internal Revenue Code of 1986, as amended;

                                    Agreement
                                  -------------

     NOW THEREFORE,  on the stated premises and for and in  consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the Parties to be derived herefrom, it is hereby agreed as follows:

                                    ARTICLE I
                   REPRESENTATIONS, COVENANTS, AND WARRANTIES
                               OF THE SHAREHOLDERS

     As an  inducement  to,  and to obtain the  reliance  of  Natural  Way,  the
Shareholders represent and warrant as follows:

     Section  1.01 -  Organization.  E-bank  is a  corporation  duly  organized,
validly  existing,  and in good  standing  under the laws of the British  Virgin
Islands  and  has  the  corporate  power  and  is  duly  authorized,  qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and assets to carry on
its business, and includes qualification to do business as a foreign corporation
in the states or  countries  in which the  character  and location of the assets
owned  by  it  or  the  nature  of  the  business   transacted  by  it  required
qualification  except where failure to be so qualified would not have a material
adverse effect on its business. Included in the E-bank Schedules (as hereinafter
defined) are complete and correct  copies of the articles of  incorporation,  as
amended,  and bylaws (or the foreign equivalent  thereof) of E-bank in effect on
the date hereof.  The execution and delivery of this Agreement does not, and the
consummation  of the  transactions  contemplated  hereby  will not,  violate any
provision  of  E-bank's  articles  of  incorporation  or bylaws (or the  foreign
equivalent thereof).  E-bank has taken, or will have taken prior to Closing, all
actions  required  by law,  its  articles  of  incorporation,  or  otherwise  to
authorize the execution and delivery of this Agreement. E-bank has, or will have
prior to Closing, full power,  authority,  and legal right and has, or will have
prior to  Closing,  taken all action  required by law,  its bylaws,  articles of
incorporation,  (or the foreign equivalent  thereof) and otherwise to consummate
the  transactions  herein  contemplated.  (Schedule  1.01 - E-bank  articles  of
incorporation, as amended, and bylaws)


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<PAGE>

     Section  1.02 -  Capitalization  and  Outstanding  Shares.  The  authorized
capitalization  of E-bank consists of _______ shares of stock,  $_____ par value
which have been paid in, of which the Shareholders  own all of such shares,  and
which  constitutes or shall  constitute all of the outstanding and issued shares
of E-bank to date of closing.  Such shares are legally  issued,  fully paid, and
non-assessable and not issued in violation of the pre-emptive or other rights of
any person. (Schedule 1.02 - none)

     Section  1.03  -  Ownership  of  E-bank  Shares.  The  Shareholders  hereby
represent and warrant with respect to himself, herself or itself that he, she or
it is the legal and  beneficial  owner of that number of E-bank shares set forth
opposite  his,  her or  its  name  in  the  attached  schedule  (which  together
constitute 100% of all of E-bank's  outstanding  shares),  free and clear of any
claims,  charges,   equities,   liens,  security  interests,   and  encumbrances
whatsoever,  including  but not  limited to any  marital or  community  property
interest)  and that each has full  right,  power,  and  authority  to  transfer,
assign,  convey,  and deliver its E-bank shares;  and delivery of such shares at
the closing will convey to Natural Way good and marketable  title to such shares
and clear of any  claims,  charges,  equities,  liens,  security  interests  and
encumbrances  whatsoever.  (Schedule 1.03 - list of  shareholders  and number of
shares)

     Section 1.04 - Subsidiaries and Predecessor Corporations.  E-bank owns 100%
of Network which owns an 80% interest in eEsoftbank  (Beijing)  Software  System
Co., Ltd. (Schedule 1.04 - List of subsidiaries, and their corporate documents)

     Section 1.05 - Financial Statements.

          (a) Included in the E-bank Schedules are the audited balance sheets of
     E-bank as of  December  31, 1999 and  December  31,  1998,  and the related
     audited statements of operations,  stockholders'  equity and cash flows for
     the two fiscal  years  ended  December  31,  1999 and  December  31,  1998,
     together  with  the  notes  to  such  statements  and  the  opinion  of  an
     independent certified public accountant, with respect thereto.

          (b) All such  financial  statements  have been  prepared in accordance
     with generally accepted  accounting  principles.  The E-bank balance sheets
     present  a true and fair view as of the date of such  balance  sheet of the
     financial condition of E-bank.  E-bank did not have, as of the date of such
     balance sheet,  except as and to the extent  reflected or reserved  against
     therein,  any  liabilities  or obligations  (absolute or contingent)  which
     should be reflected in the balance sheet or the notes thereto,  prepared in
     accordance with generally accepted  accounting  principles,  and all assets
     reflected  therein are properly  reported and present  fairly the financial
     condition of the assets of E-bank in  accordance  with  generally  accepted
     accounting principles.

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<PAGE>

          (c)  E-bank has no  liabilities  with  respect  to the  payment of any
     federal,  state,  county, local or other taxes (including any deficiencies,
     interest  or  penalties),  except  for  taxes  accrued  but not yet due and
     payable.

          (d)  E-bank  has filed  all  state,  federal  or local  income  and/or
     franchise tax returns required to be filed by it from inception to the date
     hereof.  Each of such  income tax  returns  reflects  the taxes due for the
     period covered  thereby,  except for amounts which,  in the aggregate,  are
     immaterial.

          (e) The books and records,  financial and otherwise,  of E-bank are in
     all  material  respects  complete and correct and have been  maintained  in
     accordance with good business and accounting practices.

          (f) All of E-bank's assets are reflected on its financial  statements,
     and except as set forth in the E-bank Schedules or the financial statements
     of E-bank or the notes thereto, E-bank has no material liabilities,  direct
     or indirect, matured or unmeasured, contingent or otherwise. (Schedule 1.05
     - financials)

     Section 1.06 - Information.  The information concerning E-bank set forth in
this  Agreement is complete  and accurate in all material  respects and does not
contain any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances  under which
they were made, not misleading. (Schedule 1.06 - none)

     Section 1.07 - Options or Warrants or Subscriptions. Except as set forth in
the  E-bank  Schedules,   there  are  no  existing  options,   warrants,  calls,
subscriptions  or  commitments  of any character  relating to the authorized and
unissued E-bank common stock. (Schedule 1.07 - list of warrants and options)

     Section 1.08 - Absence of Certain Changes or Events. Except as set forth in
this Agreement or the E-bank Schedules, since December 31, 1999:

          (a) there has not been nor will  there be to the Date of  Closing  (i)
     any  material  adverse  change  in the  business,  operations,  properties,
     assets, or condition of E-bank; or (ii) any damage, destruction, or loss to
     E-bank  (whether  or not covered by  insurance)  materially  and  adversely
     affecting the business,  operations,  properties,  assets,  or condition of
     E-bank.

          (b) E-bank has not nor will have not prior to Closing  (i) amended its
     articles of  incorporation  or bylaws;  (ii) declared or made, or agreed to
     declare or make, any payment of dividends or distributions of any assets of
     any kind whatsoever to stockholders or purchased or redeemed,  or agreed to
     purchase or redeem,  any of its capital  stock;  (iii) waived any rights of
     value which in the aggregate are extraordinary or material  considering the
     business  of  E-bank;  (iv)  made any  material  change  in its  method  of
     management,  operation or  accounting;  (v) entered into any other material
     transaction  other than sales in the ordinary course of its business;  (vi)
     made  any  accrual  or  arrangement  for  payment  of  bonuses  or  special
     compensation of any kind or any severance or termination pay to any present
     or former  officer or employee;  (vii)  increased the rate of  compensation
     payable or to become  payable by it to any of its  officers or directors or
     any of its employees whose monthly  compensation  exceeds $1,000; or (viii)
     made any  increase in any profit  sharing,  bonus,  deferred  compensation,
     insurance, pension, retirement, or other employee benefit plan, payment, or
     arrangement made to, for, or which its officers, directors, or employees;

                                       3
<PAGE>

          (c) E-bank has not,  nor will it have (i) borrowed or agreed to borrow
     any funds or incurred,  or become  subject to, any material  obligation  or
     liability  (absolute  or  contingent)  except as  necessary in its ordinary
     course of business;  (ii) paid or agreed to pay any material obligations or
     liability (absolute or contingent) other than current liabilities  incurred
     since that date in the  ordinary  course of business and  professional  and
     other  fees  and  expenses  in  connection  with  the  preparation  of this
     agreement and the  consummation of the  transactions  contemplated  hereby;
     (iii)  sold or  transferred,  or  agreed  to sell or  transfer,  any of its
     assets,  properties,  or rights (except assets,  properties,  or rights not
     used or useful in its business which, is the aggregate have a value of less
     than $1,000), or canceled, or agreed to cancel, any debts or claims (except
     debts or claims which in the aggregate are of a value of less than $1,000);
     (iv) made or  permitted  any  amendment  or  termination  of any  contract,
     agreement,  or  license  to  which  it is a  party  if  such  amendment  or
     termination is material, considering the business or E-bank; or (v) issued,
     delivered,  or  agreed  to  issue  or  deliver  any  stock,  bonds or other
     corporate  securities including debentures (whether authorized and unissued
     or held as treasury stock); and

          (d) to the best knowledge of E-bank and the  Shareholders,  E-bank has
     not become subject to any law or regulation  which materially and adversely
     affects,  or in the future may adversely  affect the business,  operations,
     properties, assets, or condition of E-bank. (Schedule 1.08 - description of
     changes since 12/31/99)

     Section  1.09 - Title and  Related  Matters.  E-bank has, or will have upon
Closing,  good  and  marketable  title  to  all of  its  properties,  inventory,
interests in properties,  and assets, real and personal,  which are reflected in
E-bank's  most  recent  balance  sheet  or  acquired  after  that  date  (except
properties,  interests in  properties  and assets sold or otherwise  disposed of
since such date in the ordinary course of business) free and clear of all liens,
pledges,  charges,  or encumbrances except (a) statutory liens or claims not yet
delinquent; (b) such imperfections of title and easements as do not and will not
materially  detract  from or  interfere  with the present or proposed use of the
properties  subject thereto or affected thereby or otherwise  materially  impair
present  business  operations  on such  properties  and (c) as  described in the
E-bank   Schedules.   (Schedule   1.09  -  description  of  assets  and  related
encumbrances)

                                       4
<PAGE>

     Section  1.10 -  Litigation  and  Proceedings.  Except  as set forth in the
E-bank Schedules,  there are no actions, suits,  proceedings,  or investigations
pending or, to the knowledge of the Shareholders after reasonable investigation,
threatened by or against E-bank or affecting E-bank or its properties, at law or
in equity,  before any court or other  governmental  agency or  instrumentality,
domestic or foreign, or before any arbitrator of any kind. The Shareholders have
no  knowledge  of any  material  default on  E-bank's  part with  respect to any
judgment,  order,  injunction,  decree, award, rule, or regulation or any court,
arbitrator,  or governmental  agency or  instrumentality or of any circumstances
which, after reasonable  investigation,  would result in the discovery of such a
default.   Additionally,   there  are  no  actions,   suits,   proceedings,   or
investigations pending or, to the knowledge of the Shareholders after reasonable
investigation,  threatened  by or against  the  Shareholders  or  affecting  the
Shareholders or each of their properties,  at law or in equity, before any court
or other governmental agency or instrumentality,  domestic or foreign, or before
any  arbitrator of any kind. The  Shareholders  do not have any knowledge of any
material default on their part with respect to any judgment,  order, injunction,
decree,  award,  rule, or regulation or any court,  arbitrator,  or governmental
agency  or  instrumentality  or of any  circumstances  which,  after  reasonable
investigation, would result in the discovery of such a default. (Schedule 1.10 -
list of claims/litigation)

     Section  1.11 -  Contracts.  There are no material  contracts,  agreements,
franchises,  license agreements, or other commitments to which E-bank is a party
or by which it or any of its assets, products, licenses, or properties are bound
except  as set  forth  in the  E-bank  Schedules,  herein,  or in the  financial
statements of E-bank, or notes thereto.  (Schedule 1.11 - material contracts not
disclosed in financial statement)

     Section  1.12 -  Material  Contract  Defaults.  Except  as set forth in the
E-bank  Schedules,  E-bank  is not,  nor will it be at the time of  Closing,  in
default in any material  respect  under the terms of any  outstanding  contract,
agreement,  lease,  or other  commitment  which  is  material  to the  business,
operations  properties,  assets or  condition of E-bank and there is no event of
default in any material  respect under any such contract,  agreement,  lease, or
other  commitment  in respect of which  E-bank has not taken  adequate  steps to
prevent  such a  default  from  occurring.  (Schedule  1.12 - list  of  material
contract defaults)

     Section 1.13 - No Conflict With Other  Instruments.  Except as set forth in
the E-bank  Schedules,  the execution of this Agreement and the  consummation of
the transactions contemplated by this Agreement will not result in the breach of
any term or provision of, or constitute an event of default under,  any material
indenture,  mortgage,  deed of trust, or other material contract,  agreement, or
instrument  to which E-bank or the  Shareholders  are a party or to which any of
their  properties or operations are subject.  (Schedule 1.13 - list of documents
which the execution of this agreement will be conflicting with)

     Section 1.14 - Governmental  Authorizations  and Licenses.  As set forth in
the E-bank schedules,  E-bank has all licenses,  franchises,  permits, and other
governmental  authorizations  that are legally  required to enable it to conduct
its business in all material  respects as conducted.  Except for compliance with
federal and state securities and corporation laws, as hereinafter  provided,  no
authorization, approval, consent, or order of, or registration,  declaration, or
filing with, any court or other governmental body is required in connection with
the  execution  and  delivery  by  the   Shareholders   of  this  Agreement  and
consummation  by  the  Shareholders  of  the  transaction  contemplated  hereby.
(Schedule 1.14 - list of licenses)

                                       5
<PAGE>

     Section 1.15 - Compliance  With Laws and  Regulations.  E-bank has complied
with all applicable  statutes and  regulations of any federal,  state,  or other
governmental  entity or agency thereof,  except to the extent that noncompliance
would not materially and adversely affect the business, operations,  properties,
assets, or condition of E-bank or except to the extent that noncompliance  would
not result in the  occurrence of any material  liability  for E-bank.  (Schedule
1.15 - none)

     Section 1.16 - Approval of Agreement. As shown in the E-bank schedules, the
board of directors of E-bank has approved this  Agreement  and the  transactions
contemplated hereby.  Furthermore,  each Shareholder has authorized Dr. Lan Hong
Bing to act as his or her  representative  and  attorney-in-fact  by executing a
power of  attorney  in his favor and giving him the power to execute any further
documents or certificates  in accordance with this agreement,  including but not
limited to any documents  required for Closing.  (Schedule  1.16 - board consent
and power of attorneys)

     Section 1.17 - E-bank  Schedules.  Within 10 days after  execution  hereof,
E-bank and the Shareholders will deliver to Natural Way the following schedules,
which are collectively  referred to as the "E-bank  Schedules" and which consist
of separate  schedules dated as of the date of execution of this Agreement,  all
certified by the Shareholders of E-bank as complete, true, and correct as of the
date of this Agreement in all material respects:

     (a)  Schedule  1.01  -  containing  complete  and  correct  copies  of  the
     certificate and articles of incorporation, as amended, and bylaws of E-bank
     in effect as of the date of this Agreement;

     (b) Schedule  1.03 - containing a list  indicating  the name and address of
     each Shareholder of E-bank together with the number of shares owned by him,
     her or it;

     (c) Schedule 1.04 - containing a list of all of E-Bank's  subsidiaries  and
     copies of their corporate documents.

     (d) Schedule 1.05 - containing  E-bank's audited  financial  statements for
     the 12 months ended December 31, 1998 and December 31, 1999

     (e) Schedule  1.07 - containing a list of all warrants,  subscriptions  and
     options

     (f) Schedule 1.08 - containing a description  of changes since December 31,
     1999

     (g)  Schedule  1.09 -  containing  a  description  of all  assets  and real
     property owned by E-bank,  together with a description  of every  mortgage,
     deed of trust,  pledge,  lien,  agreement,  encumbrance,  claim,  or equity
     interest of any nature whatsoever in such real property;

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<PAGE>

     (h)  Schedule  1.10 -  containing  a  description  of all  known  actual or
     threatened claims or litigation against or involving E-bank;

     (i) Schedule  1.11 - containing a  description  of material  contracts  not
     otherwise disclosed;

     (j) Schedule 1.12 - containing a description  of defaults (not remedied) on
     material contracts;

     (k) Schedule  1.13 - containing a description  of documents  required to be
     disclosed in section 1.13

     (l) Schedule 1.14 - a list  together with copies of all licenses,  permits,
     and other governmental authorization (or requests or applications therefor)
     pursuant to which  E-bank  carries on or proposes to carry on its  business
     (except those which,  in the  aggregate,  are  immaterial to the present or
     proposed business of E-bank);

     (m) Schedule 1.16 - board consent  approving  this  agreement and powers of
     attorney executed by all shareholders  authorizing Dr. Lan Hong Bing to act
     as their representative;

     (n) any other schedules setting forth any other information,  together with
     any required  copies of  documents,  required to be disclosed in the E-bank
     Schedules by sections 1.01 through 1.17.

     (o) a Schedule 1.17(o) listing the accounts  receivable and notes and other
     obligations  receivable  of E-bank as of December 31, 1999,  or  thereafter
     other than in the  ordinary  course of business of E-bank,  indicating  the
     debtor and amount,  and  classifying  the  accounts  to show in  reasonable
     detail the length of time,  if any,  overdue,  and  stating  the nature and
     amount  of any  refunds,  set  offs,  reimbursements,  discounts,  or other
     adjustments,  which are in the aggregate  material and due to or claimed by
     such debtor; and

     (p) a Schedule  1.17(p)  listing the  accounts  payable and notes and other
     obligations  payable  of E-bank as of  December  31,  1999,  or that  arose
     thereafter  other than in the  ordinary  course of the  business of E-bank,
     indicating  the  creditor and amount,  classifying  the accounts to show in
     reasonable  detail the length of time,  if any,  overdue,  and  stating the
     nature and amount of any refunds, set offs,  reimbursements,  discounts, or
     other  adjustments,  which  in the  aggregate  are  material  and due to or
     claimed by E-bank respecting such obligations.

     (q) a Schedule  1.17(q)  comprising a a true and  complete  list of (a) all
     accounts  with banks,  money  market  mutual funds or  securities  or other
     financial  institutions  maintained  by E-bank  within the past twelve (12)
     months, the account numbers thereof,  and all persons authorized to sign or
     act on behalf  of  E-bank,  (b) all safe  deposit  boxes and other  similar
     custodial  arrangements  maintained  by E-bank  within the past twelve (12)
     months,  and (c) the names of all persons  holding  powers of attorney from
     E-bank or who are  otherwise  authorized  to act on  behalf of E-bank  with
     respect to any matter, other than its officers and directors, and a summary
     of the terms of such powers or authorizations.

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<PAGE>

     The  Shareholders  shall cause the E-bank Schedules and the instruments and
data  delivered to Natural Way  hereunder to be updated after the date hereof up
to and including  the Closing Date. It is understood  and agreed that not all of
the  schedules  referred to above have been  completed  or are  available  to be
furnished by the  Shareholders.  The Shareholders  shall have a period of thirty
(30) days after the date hereof to provide such schedules.  If the  Shareholders
cannot or fail to do so, or if Natural Way finds the schedules  unacceptable and
after giving the Shareholders  written notice of such failure or unacceptability
and a 10 day period to cure,  Natural Way may terminate this agreement by giving
written notice to the Shareholders.  ARTICLE II REPRESENTATIONS,  COVENANTS, AND
WARRANTIES OF NATURAL WAY

     As an  inducement  to,  and to obtain  the  reliance  of the  Shareholders,
Natural Way represents and warrants as follows:

     Section 2.01 - Organization.  Natural Way is a corporation  duly organized,
validly existing, and in good standing under the laws of the state of Nevada and
has the  corporate  power and is duly  authorized,  qualified,  franchised,  and
licensed  under all  applicable  laws,  regulations,  ordinances,  and orders of
public  authorities  to own all of its  properties  and assets,  to carry on its
business in all material respects as it is now being conducted,  and there is no
jurisdiction in which it is not qualified in which the character and location of
the assets owned by it or the nature of the business  transacted  by it requires
qualification.  Included in the Natural Way Schedules (as  hereinafter  defined)
are complete and correct copies of the articles of  incorporation of Natural Way
as in effect on the date hereof.  The execution  and delivery of this  Agreement
does not, and the consummation of the transactions  contemplated hereby will not
violate any  provision of Natural  Way's  articles of  incorporation  or bylaws.
Natural Way has taken all action required by law, its articles of incorporation,
its bylaws,  or  otherwise  to  authorize  the  execution  and  delivery of this
Agreement,  and Natural Way has full power,  authority,  and legal right and has
taken all action  required  by law, it articles  of  incorporation,  bylaws,  or
otherwise to consummate the transactions herein  contemplated.  (Schedule 2.01 -
articles of incorporation)

     Section 2.02 -  Capitalization.  Natural  Way's  authorized  capitalization
currently  consists of 50,000,000  shares of common stock,  par value $.001,  of
which 17,500,000 common shares are issued and outstanding,  and 5,000,000 shares
of preferred stock of which none are issued and  outstanding.  Prior to Closing,
or simultaneous therewith, Natural Way shall effect a one for five and (1-for-5)
reverse stock split (the "Reverse Split"),  providing that no shareholder holder
less  than  100  shares  shall  be  subject  tot he  Reverse  Split;  and  shall
reauthorize its capital to 50,000,000  shares of common stock,  par value $.001,
and  5,000,000  shares of  preferred  stock,  par value  $.001.  All  issued and
outstanding shares are legally issued, fully paid, non-assessable and not issued
in violation of the pre-emptive or other rights of any person.  (Schedule 2.02 -
none)

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<PAGE>

     Section 2.03 - Subsidiaries and Predecessor Corporation. Except as shown in
the  Natural  Way  Schedules,  Natural  Way  owns  no  subsidiaries  and  has no
predecessor corporations.  (Schedule 2.03 - list of subsidiaries and predecessor
corporations.)

     Section 2.04 - Financial Statements.

     (a)  Included  in the  Natural Way  Schedules  are (i) the audited  balance
     sheets of Natural Way as of December 31, 1999 and  December  31, 1998,  and
     the related audited statements of operations, stockholders' equity and cash
     flows for the two fiscal  years ended  December  31, 1999 and  December 31,
     1998,  together  with  the  notes to such  statements  and the  opinion  of
     independent certified public accountants, with respect thereto.

     (b) All such  financial  statements  have been prepared in accordance  with
     generally accepted  accounting  principles.  The Natural Way balance sheets
     present a true and fair view as of the dates of such balance  sheets of the
     financial  condition  of Natural Way.  Natural Way did not have,  as of the
     dates of such  balance  sheets,  except as and to the extent  reflected  or
     reserved  against  therein,  any  liabilities or  obligations  (absolute or
     contingent)  which should be  reflected in the balance  sheets or the notes
     thereto,   prepared  in  accordance  with  generally  accepted   accounting
     principles,  and all assets  reflected  therein are  properly  reported and
     present  fairly the  financial  condition  of the assets of Natural  Way in
     accordance with generally accepted accounting principles.

     (c)  Natural  Way has no  liabilities  with  respect to the  payment of any
     federal,  state,  county local or other taxes (including any  deficiencies,
     interest  or  penalties),  except  for  taxes  accrued  but not yet due and
     payable.

     (d)  Natural  Way has filed  all  state,  federal  or local  income  and/or
     franchise tax returns required to be filed by it from inception to the date
     hereof.  None of such federal  income tax returns have been examined by the
     Internal Revenue Service. Each of such income tax return reflects the taxes
     due for the period  covered  thereby,  except  for  amounts  which,  in the
     aggregate, are immaterial.

     (e) Natural Way's books and records,  are in all material aspects complete,
     correct and have been  maintained  in  accordance  with good  business  and
     accounting practices. (Schedule 2.04 - Financial statements) Section 2.05 -
     Information.  The  information  concerning  Natural  Way set  forth in this
     Agreement  and the Natural Way  Schedules  is complete  and accurate in all
     material  respects and does not contain any untrue statements of a material
     fact or omit to state a material fact required to make the statements made,
     in light of the  circumstances  under which they were made, not misleading.
     (Schedule 2.05 - none)

     Section 2.06 - Opinions or Warrants. Except as disclosed in the Natural Way
Schedules, there are no existing options, warrants, calls, or commitments of any
character  relating  to the  authorized  and  unissued  stock  of  Natural  Way.
(Schedule 2.06 - description of warrants/options)

                                       9
<PAGE>

     Section  2.07 -  Title  and  Related  Matters.  Natural  Way has  good  and
marketable  title to all of its properties,  inventory,  interest in properties,
and assets, real and personal,  which are reflected in Natural Way's most recent
balance  sheet or  acquired  after that date  (except  properties,  interest  in
properties,  and assets  sold or  otherwise  disposed  of since such date in the
ordinary course of business),  free and clear of all liens, pledges, charges, or
encumbrances  except (a) statutory liens or claims not yet delinquent;  (b) such
imperfections  of title and easements as do not and will not materially  detract
from or  interfere  with the present or proposed use of the  properties  subject
thereto or affected  thereby or otherwise  materially  impair  present  business
operations on such  properties;  (c) as described in the Natural Way  Schedules.
(Schedule 2.07 - description of assets and related encumbrances)

     Section  2.08 -  Litigation  and  Proceedings.  Except  as set forth in the
Natural  Way  Schedules,   there  are  no  actions,   suits,   proceedings,   or
investigations  pending or, to the  knowledge  of Natural  Way after  reasonable
investigation,  threatened by or against Natural Way or affecting Natural Way or
its  properties,  at law or in equity,  before  any court or other  governmental
agency or instrumentality,  domestic or foreign, or before any arbitrator of any
kind. Natural Way has no knowledge of any material default on Natural Way's part
with  respect to any  judgment,  order,  injunction,  decree,  award,  rule,  or
regulation or any court,  arbitrator,  or governmental agency or instrumentality
or of any circumstances which, after reasonable  investigation,  would result in
the   discovery   of  such  a  default.   (Schedule   2.08  -   description   of
litigation/claims)

     Section  2.09 -  Contracts.  There are no material  contracts,  agreements,
franchises,  license agreements,  or other commitments to which Natural Way is a
party or by which it or any of its assets, products, licenses, or properties are
bound  except as set  forth in the  Natural  Way  Schedules,  herein,  or in the
financial statements of Natural Way, or notes thereto. (Schedule 2.09 - material
contracts not disclosed in financial statement)

     Section  2.10 -  Material  Contract  Defaults.  Except  as set forth in the
Natural  Way  Schedules,  Natural  Way is not,  nor  will  it be at the  time of
Closing,  in default in any material  respect under the terms of any outstanding
contract,  agreement,  lease,  or  other  commitment  which is  material  to the
business, operations properties, assets or condition of Natural Way and there is
no event of default in any material respect under any such contract,  agreement,
lease,  or other  commitment  in  respect  of which  Natural  Way has not  taken
adequate steps to prevent such a default from  occurring.  (Schedule 2.10 - list
of material contract defaults)

     Section 2.11 - No Conflict With Other  Instruments.  Except as set forth in
the Natural Way Schedules,  the execution of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in the breach
of any term or  provision  of, or  constitute  an event of  default  under,  any
material  indenture,  mortgage,  deed of  trust,  or  other  material  contract,
agreement,  or instrument to which Natural Way is a party or to which any of its
properties or operations are subject.  (Schedule 2.11 - list of documents  which
the execution of this agreement will be conflicting with)

                                       10
<PAGE>

     Section 2.12 - Governmental Authorizations. As set forth in the Natural Way
schedules, Natural Way has or will have upon Closing, all licenses,  franchises,
permits,  and other  governmental  authorizations  that are legally  required to
enable it to conduct its business in all material respects as conducted.  Except
for  compliance  with federal and state  securities  and  corporation  laws,  as
hereinafter  provided,  no  authorization,  approval,  consent,  or order of, or
registration,  declaration, or filing with, any court or other governmental body
is required in connection with the execution and delivery by Natural Way of this
Agreement and the  consummation by Natural Way of the  transaction  contemplated
hereby. (Schedule 2.12 - list of licenses)

     Section  2.13 -  Compliance  With  Laws and  Regulations.  Natural  Way has
complied with all applicable statutes and regulations of any federal,  state, or
other  governmental  entity  or  agency  thereof,  except  to  the  extent  that
noncompliance   would  not  materially   and  adversely   affect  the  business,
operations,  properties,  assets,  or  condition of Natural Way or except to the
extent that  noncompliance  would not result in the  occurrence  of any material
liability for Natural Way. (Schedule 2.13 - none)

     Section  2.14  -  Approval  of  Agreement.  As  shown  in the  Natural  Way
schedules, the board of directors of Natural Way has approved this agreement and
the transactions contemplated hereby. (Schedule 2.14 - board consent)

     Section 2.15 - Absence of Certain Changes or Events. Except as set forth in
this Agreement or the Natural Way Schedules, since December 31, 1999:

          (a) there has not been nor will  there be to the Date of  Closing  (i)
     any  material  adverse  change  in the  business,  operations,  properties,
     assets,  or condition of Natural Way; or (ii) any damage,  destruction,  or
     loss to Natural Way (whether or not covered by  insurance)  materially  and
     adversely  affecting  the  business,  operations,  properties,  assets,  or
     condition of Natural Way.

          (b) Natural  Way has not nor will have not prior to Closing  except as
     contemplated by this agreement (i) amended its articles of incorporation or
     bylaws; (ii) declared or made, or agreed to declare or make, any payment of
     dividends  or  distributions  of any  assets  of  any  kind  whatsoever  to
     stockholders or purchased or redeemed, or agreed to purchase or redeem, any
     of its  capital  stock;  (iii)  waived  any  rights  of value  which in the
     aggregate are extraordinary or material considering the business of Natural
     Way; (iv) made any material  change in its method of management,  operation
     or accounting;  (v) entered into any other material  transaction other than
     sales in the  ordinary  course of its  business;  (vi) made any  accrual or
     arrangement  for payment of bonuses or special  compensation of any kind or
     any  severance  or  termination  pay to any  present  or former  officer or
     employee;  (vii)  increased the rate of  compensation  payable or to become
     payable by it to any of its officers or  directors or any of its  employees
     whose monthly  compensation  exceeds $1,000; or (viii) made any increase in
     any profit  sharing,  bonus,  deferred  compensation,  insurance,  pension,
     retirement,  or other employee benefit plan,  payment,  or arrangement made
     to, for, or which its officers, directors, or employees;

                                       11
<PAGE>

          (c) Natural Way has not,  nor will it have except as  contemplated  by
     this  agreement (i) borrowed or agreed to borrow any funds or incurred,  or
     become  subject to, any  material  obligation  or  liability  (absolute  or
     contingent)  except as necessary in its ordinary  course of business;  (ii)
     paid or agreed to pay any material  obligations  or liability  (absolute or
     contingent) other than current liabilities  incurred since that date in the
     ordinary course of business and professional and other fees and expenses in
     connection with the  preparation of this agreement and the  consummation of
     the transactions contemplated hereby; (iii) sold or transferred,  or agreed
     to sell or  transfer,  any of its  assets,  properties,  or rights  (except
     assets,  properties, or rights not used or useful in its business which, is
     the aggregate have a value of less than $1,000), or canceled,  or agreed to
     cancel,  any debts or claims (except debts or claims which in the aggregate
     are of a value of less than  $1,000);  (iv) made or permitted any amendment
     or  termination  of any  contract,  agreement,  or license to which it is a
     party  if such  amendment  or  termination  is  material,  considering  the
     business or Natural  Way; or (v) issued,  delivered,  or agreed to issue or
     deliver any stock, bonds or other corporate securities including debentures
     (whether authorized and unissued or held as treasury stock); and

          (d) to the best  knowledge of Natural Way,  Natural Way has not become
     subject to any law or regulation which materially and adversely affects, or
     in the future may adversely  affect the business,  operations,  properties,
     assets,  or condition  of Natural  Way.  (Schedule  2.15 -  description  of
     changes since December 31, 1999)

     Section  2.16 -  Continuity  of  Business  Enterprises.  Natural Way has no
commitment or present intention to liquidate E-bank or sell or otherwise dispose
of a material portion of E-bank's  business or assets following the consummation
of the transactions contemplated hereby. (Schedule 2.16 - none)

     Section  2.17 - Natural Way  Schedules.  Natural Way has  delivered  to the
Shareholders the following schedules,  which are collectively referred to as the
"Natural Way Schedules" and which consist of separate schedules, which are dated
the date of this  Agreement,  all  certified by the chief  executive  officer of
Natural Way to be complete, true, and accurate:

     (a) Schedule 2.01 - containing complete and accurate copies of the articles
     of  incorporation  of  Natural  Way as in  effect  as of the  date  of this
     Agreement;

     (b) Schedule  2.03 - containing a list  indicating  the name and address of
     each subsidiary;

     (c) Schedule 2.04 - containing  Natural Way's audited financial  statements
     for the 12 months ended December 31, 1998 and December 31, 1999;

                                       12
<PAGE>

     (d)  Schedule  2.06 -  containing  a  description  of all of Natural  Way's
     outstanding warrants and options

     (e)  Schedule  2.07 -  containing a  description  of all real  property and
     assets owned by Natural Way, together with a description of every mortgage,
     deed of trust,  pledge,  lien,  agreement,  encumbrance,  claim,  or equity
     interest of any nature whatsoever in such real property;

     (f)  Schedule  2.08 -  containing  a  description  of all  known  actual or
     threatened claims or litigation against or involving Natural Way;

     (g) Schedule  2.09 - containing a  description  of material  contracts  not
     otherwise disclosed;

     (h) Schedule 2.10 - containing a description  of defaults (not remedied) on
     material contracts;

     (i) Schedule  2.11 - containing a description  of documents  required to be
     disclosed in section 2.11

     (j) Schedule 2.12 - a list  together with copies of all licenses,  permits,
     and other governmental authorization (or requests or applications therefor)
     pursuant  to which  Natural  Way  carries  on or  proposes  to carry on its
     business  (except  those which,  in the  aggregate,  are  immaterial to the
     present or proposed business of Natural Way);

     (k)  Schedule  2.14  -  board  consent  approving  the  execution  of  this
     agreement;

     (l) any other schedules setting forth any other information,  together with
     any required copies of documents,  required to be disclosed to the Exchange
     in the Natural Way Schedules by Article II.

     Natural Way shall cause the Natural Way Schedules and the  instruments  and
data delivered to the Shareholders hereunder to be updated after the date hereof
up to and including  the Closing Date. It is understood  and agreed that not all
of the  schedules  referred to above have been  completed or are available to be
furnished  by Natural  Way.  Natural Way shall have a period of thirty (30) days
after the date hereof to provide such schedules.  If Natural Way cannot or fails
to do so, or if the  Shareholders  finds the schedules  unacceptable,  and after
giving  Natural Way written notice of such failure or  unacceptability  and a 10
day period to cure,  the  Shareholders  may terminate  this  agreement by giving
written notice to Natural Way.

                                       13
<PAGE>

                                   ARTICLE III
                                PLAN OF EXCHANGE

     Section 3.01 - The Exchange.  The Shareholders  agree to assign,  transfer,
and deliver to Natural Way, free and clear of all liens, pledges,  encumbrances,
charges,  restrictions  or known  claims of any kind,  nature,  or  description,
___________  shares of common stock of E-bank,  constituting  100% of the issued
and  outstanding  shares of common  stock of E-bank,  and  Natural Way agrees to
acquire  such  shares  by  issuing  and  delivering  in  exchange  therefor  the
following:

     (a) 9,300,000  post Reverse Split shares of Natural Way  restricted  common
     stock,  par  value  $.001 to the  Shareholders  in the  amounts  set  forth
     opposite each  Shareholder's  name in the list attached hereto as Exhibit 1
     and incorporated herein; and

     (b) the following warrants to Pacific Winner Development Limited:

          (i)  warrants to purchase  from the Company  2,400,000  fully paid and
          nonassessable  shares of Common Stock,  $.001 par value per share (the
          "Common  Stock"),  of the Company at an  exercise  price equal to U.S.
          $3.00 for a period  commencing  on the Closing  Date and  expiring one
          year from said date;

          (ii)  warrants to purchase from the Company  1,600,000  fully paid and
          nonassessable  shares of Common Stock,  $.001 par value per share (the
          "Common  Stock"),  of the Company at an  exercise  price equal to U.S.
          $4.00 for a period  commencing  one year  after the  Closing  Date and
          expiring one year from such date.

          (iii) warrants to purchase from the Company  1,600,000  fully paid and
          nonassessable  shares of Common Stock,  $.001 par value per share (the
          "Common  Stock"),  of the Company at an  exercise  price equal to U.S.
          $3.00 for a period  commencing  two years after the  Closing  Date and
          expiring one year from such date.

     (c) the following warrants to World Concept Holding Limited:

          (i)  warrants to  purchase  from the  Company  600,000  fully paid and
          nonassessable  shares of Common Stock,  $.001 par value per share (the
          "Common  Stock"),  of the Company at an  exercise  price equal to U.S.
          $3.00 for a period  commencing  on the Closing  Date and  expiring one
          year from said date;

          (ii)  warrants to purchase  from the  Company  400,000  fully paid and
          nonassessable  shares of Common Stock,  $.001 par value per share (the
          "Common  Stock"),  of the Company at an  exercise  price equal to U.S.
          $4.00 for a period  commencing  one year  after the  Closing  Date and
          expiring one year from such date.

          (iii)  warrants to purchase  from the Company  400,000  fully paid and
          nonassessable  shares of Common Stock,  $.001 par value per share (the
          "Common  Stock"),  of the Company at an  exercise  price equal to U.S.
          $3.00 for a period  commencing  two years after the  Closing  Date and
          expiring one year from such date.

                                       14
<PAGE>

     Section  3.02 -  Closing.  The  closing  ("Closing")  of  the  transactions
contemplated  by this Agreement shall be on a date and at such time and place as
the parties may mutually agree ("Closing Date".)

     Section  3.03 - Closing  Events.  At the  Closing,  each of the  respective
Parties  hereto shall execute,  acknowledge,  and deliver (or shall ensure to be
executed,  acknowledged,  and  delivered)  any and all  certificates,  opinions,
financial statements,  schedules,  agreements,  resolutions,  ruling or deeds or
other  instruments  required by this Agreement to be so delivered at or prior to
the Closing,  together with such other items as may be  reasonably  requested by
the Parties hereto and their  respective legal counsel in order to effectuate or
evidence the transactions  contemplated  hereby. The Shareholders must each have
executed  a power of  attorney  authorizing  Dr. Lan Hong Bing to act of each of
their behalf.

     Section 3.04 - Finder's Fees. The  Shareholders and Natural Way acknowledge
that no brokers were used in this  transaction  and no finder's fee are due as a
result of this transaction.

     Section 3.05 - Termination.

     (a) This  Agreement  may be terminated by the board of directors of Natural
     Way or by the Shareholders at any time prior to the Closing Date if:

          (i) there shall be any additional, i.e. actual or threatened action or
          proceeding  before  any court or any  governmental  body which has not
          been  disclosed  in this  agreement  and which shall seek to restrain,
          prohibit,   or  invalidate  the  transactions   contemplated  by  this
          Agreement and which, in the judgment of such board of directors,  made
          in good faith and based upon the advice of its legal counsel, makes it
          inadvisable  to  proceed  with  the  exchange   contemplated  by  this
          Agreement;

          (ii) any of the  transactions  contemplated  hereby are disapproved by
          any regulatory authority whose approval is required to consummate such
          transactions or in the judgment of such party,  made in good faith and
          based on the advice of counsel,  there is substantial  likelihood that
          any such  approval  will not be obtained or will be obtained only on a
          condition or conditions  which would be unduly  burdensome,  making it
          inadvisable to proceed with the exchange; or

          (iii) there shall have been any change in the latest balance sheets of
          E-bank or Natural  Way,  or in their  respective  assets,  properties,
          business, or financial condition which could have a materially adverse
          affect  on the  value  of  each  such  business,  except  any  changes
          disclosed in the Parties'  Schedules,  as the case may be, dated as of
          the date of the execution of this Agreement; or

                                       15
<PAGE>

          (iv) the  Board of  Directors  of  Natural  Way,  or the  Shareholders
          determine in good faith that a condition to closing has not occurred.

     In the event of termination pursuant to this paragraph (a) of Section 3.05,
     no obligation,  right or liability  shall arise  hereunder,  and each party
     shall  bear  all of the  expenses  incurred  by it in  connection  with the
     negotiation, drafting, and execution of this Agreement and the transactions
     herein contemplated.

     (b) This  Agreement  may be  terminated at any time prior to the Closing by
     action of the  Shareholders  if in their sole and reasonable  judgment they
     determine  that  Natural  Way shall have  failed to comply in any  material
     respect  with  any of  their  covenants  or  agreements  contained  in this
     Agreement or if any of the  representations  or  warranties  of Natural Way
     contained  herein  shall be  inaccurate  in any material  respect.  If this
     Agreement is  terminated  pursuant to this  paragraph  (b) of Section 3.05,
     this Agreement  shall be of no further force or effect,  and no obligation,
     right or  liability  shall arise  hereunder,  except that Natural Way shall
     bear their own costs as well as the reasonable costs of the Shareholders in
     connection  with  the  negotiations,  preparation,  and  execution  of this
     Agreement, and matters connected therewith.

     (c) The Board of Directors of Natural Way may terminate this contract if in
     their sole and reasonable judgment the Shareholders shall fail to comply in
     any material respect with any of their covenants or agreements contained in
     this  Agreement  or if any  of the  representations  or  warranties  of the
     Shareholders  contained herein shall be inaccurate in any material respect.
     If this  Agreement is terminated  pursuant to this paragraph (c) of Section
     3.05,  this  Agreement  shall  be of no  further  force or  effect,  and no
     obligation,  right or  liability  shall  arise  hereunder,  except that the
     Shareholders  shall bear their own costs as well as the reasonable costs of
     Natural Way incurred in connection  with the  negotiation,  preparation and
     execution of this Agreement.

                                   ARTICLE IV
                                SPECIAL COVENANTS

     Section  4.01  -  Delivery  of  Books  and  Records.  At the  Closing,  the
Shareholders  shall deliver to Natural Way the originals of the corporate minute
books, books of account, contracts, records, and all other books or documents of
E-bank now in the possession of E-bank or its representatives.

     Section  4.02  -  Special  Covenants  and  Representations   Regarding  the
Exchanged Natural Way Stock and Warrants. The consummation of this Agreement and
the transactions  herein  contemplated,  including the issuance of the Exchanged
Stock  and  warrants  set  forth  in  section  3.01  (the   "Warrants")  to  the
Shareholders  contemplated  hereby,  constitute the offer and sale of securities
under the  Securities  and  Exchange  Act and  applicable  state  statutes.  The
Shareholders  acknowledge that the shares of Natural Way to be delivered to each
pursuant to this Agreement have not been registered  under the Securities Act of
1993 as amended,  referred to in this Agreement as the "Securities  Act," or the
laws of any  other  jurisdiction,  and that  therefore  the  stock is not  fully
transferable except as permitted under various  exemptions,  if any contained in
the  Securities  Act and the rules of the  Securities  and  Exchange  Commission
interpreting  the act. Under US law,  Natural Way common stock cannot be sold or
transferred by the Shareholders  unless they are  subsequently  registered under
applicable law or an exemption from  registration  is available.  Natural Way is
not required to register or assist in the registration of the Natural Way Common
Stock or to make any  exemption  from  registration  available.  The  provisions
contained  in  this  paragraph  are  intended  to  ensure  compliance  with  the
Securities Act. The Shareholders  represent and warrant to Natural Way that each
is  acquiring  the shares of Natural Way common stock under this  Agreement  for
their own account for investment, and not for the purpose of resale or any other
distribution of such shares.  The  Shareholders  also represent and warrant that
each has no present  intention of disposing of all or any part of such shares at
any  particular  time,  for any  particular  price  or on the  happening  of any
particular circumstances.  The Shareholders further represent that each has such
knowledge and experience in financial and business matters that he is capable of
evaluating   the  merits  and  risks  of  an  investment  in  Natural  Way.  The
Shareholders  acknowledge  that Natural Way is relying on the truth and accuracy
of these  warranties  and  representations  in issuing the shares  without first
registering the shares under the Securities Act. The  Shareholders  covenant and
represent  that none of the shares of Natural Way capital  stock to be issued to
them  pursuant to this  Agreement,  will be offered,  sold,  assigned,  pledged,
transferred,  or otherwise  disposed of except after full compliance with all of
the applicable provisions of the Securities Act and the rules and regulations of
the  Securities  and  Exchange  Commission  under  the 1933 act.  Therefore  the
Shareholders  agree not to sell or  otherwise  dispose  of any of the  shares of
Natural  Way common  stock  received  pursuant  to this  agreement  unless  such
Shareholder: 1. has delivered to Natural Way a written legal opinion in form and
substance  satisfactory  to  counsel  for  Natural  Way to the  effect  that the
disposition is permissible under the terms of the Securities Act and regulations
interpreting  the act; 2. has  complied  with the  registration  and  prospectus
requirements of the 1933 act relating to such  disposition;  or 3. has presented
Natural  Way  satisfactory  evidence  that such a  disposition  is  exempt  from
registration  under the act.  Natural  Way  shall  place a stop  transfer  order
against  transfers  of  shares  until  one of the  conditions  set forth in this
paragraph  have  been  met.   Furthermore  the   Shareholders   agree  that  the
certificates  evidencing the shares and/or Warrants that each will receive under
this agreement will contain the following legend or one substantially similar:

                                       16
<PAGE>

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR  INVESTMENT.  THE SECURITIES
MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A  REGISTRATION  STATEMENT  UNDER THE
FEDERAL  SECURITIES ACT OF 1933, AS AMENDED IS IN EFFECT FOR THE SECURITIES,  OR
AN  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  SUCH  ACT  IS IN  FACT
APPLICABLE TO SUCH OFFER OR SALE,  AND SUCH EXEMPTION IS EVIDENCED BY AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER.

     Section 4.03 Short Positions  Prohibited.  For a period  beginning from the
closing  date and ending on the second  anniversary  of the closing date neither
the Shareholders nor any of their affiliates,  subsidiaries, officers, directors
or agents, shall directly or indirectly  maintain,  or assist in maintaining any
short position in the securities of Natural Way.

                                       17
<PAGE>

     Section 4.04 - Third Party Consents and Certificates.  The Parties agree to
cooperate  with each other in order to obtain any required  third party consents
to this Agreement and the transactions herein and therein contemplated.

     Section 4.05 - Actions Prior to Closing.

     (a) From and after the date of this  Agreement  until the Closing  Date and
     except  as  set  forth  in  the  attached  Schedules  or  as  permitted  or
     contemplated by this Agreement,  Natural Way, and the Shareholders (for and
     on behalf of E-bank) , respectively, will each:

          (i)  carry on their business in substantially  the same manner as they
               had heretofore;

          (ii) maintain and keep their  properties  in states of good repair and
               condition as at present,  except for depreciation due to ordinary
               wear and tear and damage due to casualty;

          (iii)maintain in full force and effect insurance  comparable in amount
               and in scope of coverage to that now maintained by them;

          (iv) perform in all material  respects all of their  obligations under
               material  contracts,  leases,  and  instruments  relating  to  or
               affecting their assets, properties, and business;

          (v)  use their best efforts to maintain and  preserve  their  business
               organization  intact,  to  retain  their  key  employees,  and to
               maintain   their   relationship   with  material   suppliers  and
               customers; and

          (vi) fully  comply  with and  perform  in all  material  respects  all
               obligations  and duties  imposed on them by all federal and state
               laws and all rules, regulations, and orders imposed by federal or
               state governmental authorities.

     (b) From and  after the date of this  Agreement  until  the  Closing  Date,
     neither Natural Way, nor the Shareholders, on behalf of E-bank will:

          (i) make any  changes in their  articles  of  incorporation  or bylaws
          except as contemplated by this Agreement;

          (ii)  declare or make,  or agree to declare  or make,  any  payment of
          dividends or  distributions  of any assets of any kind  whatsoever  to
          stockholders  or  purchased  or  redeemed,  or agreed to  purchase  or
          redeem, any of its capital stock;

                                       18
<PAGE>

          (iii)  waive  any  rights  of  value  which  in  the   aggregate   are
          extraordinary  or material  considering the business of either Natural
          Way or E-bank respectively;

          (iv) make any material change in their method of management, operation
          or accounting;

          (v)  enter  into any  other  material  transaction  other  than in the
          ordinary course of either parties' respective business;

          (vi) make any accrual or arrangement for payment of bonuses or special
          compensation  of any kind or any severance or  termination  pay to any
          present or former officer or employee;

          (vii) increase the rate of  compensation  payable or to become payable
          by it to any of its  officers  or  directors  or any of its  employees
          whose monthly compensation exceeds $1,000; or

          (viii)  make any  increase  in any  profit  sharing,  bonus,  deferred
          compensation,   insurance,  pension,  retirement,  or  other  employee
          benefit  plan,  payment,  or  arrangement  made to,  for, or which its
          officers, directors, or employees;


          (ix) borrow or agree to borrow any funds or incur,  or become  subject
          to, any  material  obligation  or liability  (absolute or  contingent)
          except as necessary in its ordinary course of business;

          (x)  pay or  agree  to  pay  any  material  obligations  or  liability
          (absolute or contingent)  other than current  liabilities  incurred in
          the ordinary  course of business and  professional  and other fees and
          expenses in connection  with the preparation of this agreement and the
          consummation of the transactions contemplated hereby;

          (xi)  sell or  transfer,  or agree to sell or  transfer,  any of their
          assets,  properties,  or rights (except assets,  properties, or rights
          not  used  or  useful  in  their  respective  business  which,  is the
          aggregate  have a value of less than $1,000),  or cancel,  or agree to
          cancel,  any debts or  claims  (except  debts or  claims  which in the
          aggregate are of a value of less than $1,000);

          (xii) make or permit any  amendment or  termination  of any  contract,
          agreement,  or  license  to which it is a party if such  amendment  or
          termination is material, considering their respective business; or

          (xiii) issue, deliver or agree to issue or deliver any stock, bonds or
          other corporate  securities  including  debentures (whether authorized
          and unissued or held as treasury stock)

          Section 4.06 - Indemnification.

          (a) The  Shareholders  hereby agree to  indemnify  Natural Way and its
          officers,  agents and  directors  as of the date of  execution of this
          Agreement  against  any loss,  liability,  claim,  damage,  or expense
          (including,  but  not  limited  to,  any and  all  expense  whatsoever
          reasonably incurred in investigating,  preparing, or defending against
          any litigation,  commenced or threatened, or any claim whatsoever), to
          which it or they may  become  subject  arising  out of or based on any
          inaccuracy appearing in or misrepresentations  made under Article I of
          this  Agreement.  The  indemnification  provided for in this paragraph
          shall  survive  the  Closing  and  consummation  of  the  transactions
          contemplated hereby and termination of this Agreement.

          (b) Natural Way hereby  agrees to indemnify the  Shareholders  against
          any loss,  liability,  claim,  damage, or expense (including,  but not
          limited  to, any and all  expense  whatsoever  reasonably  incurred in
          investigating,   preparing,   or  defending  against  any  litigation,
          commenced or threatened, or any claim whatsoever), to which it or they
          may become subject arising out of or based on any inaccuracy appearing
          in or misrepresentation  made under Article II of this Agreement.  The
          indemnification  provided  for in this  paragraph  shall  survive  the
          Closing and consummation of the interactions  contemplated  hereby and
          termination of this Agreement.


                                    ARTICLE V
               CONDITIONS PRECEDENT TO OBLIGATIONS OF NATURAL WAY

     The  obligations  of Natural  Way under this  Agreement  are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section  5.01  -  Accuracy  of  Representations.  The  representations  and
warranties  made by the  Shareholders  in this Agreement were true when made and
shall be true at the  Closing  Date with the same  force  and  effect as if such
representations  and warranties  were made at and as of the Closing Date (except
for changes therein  permitted by this Agreement),  and the  Shareholders  shall
have  performed or complied with all covenants and  conditions  required by this
Agreement to be  performed or complied  with by them prior to or at the Closing.
Natural  Way  shall  have  been  furnished  with a  certificate,  signed  by the
Shareholders and dated the Closing Date, to the foregoing effect.

     Section 5.02 - Officer's Certificate. Natural Way shall have been furnished
with a  certificate  dated the  Closing  Date and  signed  by a duly  authorized
representative  of  E-bank  to  the  effect  that  no  litigation,   proceeding,
investigation,  or inquiry is pending,  or to the best of his knowledge  against
E-bank, which might result in an action to enjoin or prevent the consummation of
the transactions contemplated by this Agreement, or, to the extent not disclosed
in the  E-bank  Schedules,  by or  against  E-bank,  which  might  result in any
material  adverse  change  in  any  of  the  assets,  properties,  business,  or
operations of E-bank.

                                       20
<PAGE>

     Section 5.03 - No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial  condition,
business,  or operations of E-bank nor shall any event have occurred which, with
the lapse of time or the  giving of  notice,  may cause or create  any  material
adverse change in the financial condition, business or operations of E-bank.

     Section 5.04 - Good Standing. Natural Way shall have received a certificate
of good standing from the appropriate  governmental official, dated as of a date
within ten days prior to the  Closing  Date  certifying  that  E-bank is in good
standing as a corporation in its state or country of incorporation.

     Section 5.05 -- Other Items.

     (a) Natural Way shall have received a Shareholder list of E-bank containing
     the name, address, and number of shares held by each Shareholder, certified
     by an executive officer of E-bank as being true, complete and accurate, and
     a designation of how many shares of the Exchanged Natural Way Stock each is
     to receive pursuant to this Agreement.

     (b) Natural Way shall have  received a copy of each Power of Attorney  duly
     signed and notarized by each of the  Shareholders  authorizing Dr. Lan Hong
     Bing to act on their behalf.

     (c) Natural Way shall have received such further documents, certificates or
     instruments relating to the transactions contemplated hereby as Natural Way
     may reasonably request.

                                   ARTICLE VI
             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS

     The obligations of the Shareholders under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section  6.01  -  Accuracy  of  Representations.  The  representations  and
warranties  made by Natural Way in this  Agreement were true when made and shall
be true as of the Closing  Date  (except for changes  therein  permitted by this
Agreement)  with  the same  force  and  effect  as if such  representations  and
warranties  were made at and as of the Closing Date,  and Natural Way shall have
performed  and  complied  with all  covenants  and  conditions  required by this
Agreement  to be  performed  or complied  with by Natural Way prior to or at the
Closing,  and the  Shareholders  shall have been  furnished  with a certificate,
signed by a duly  authorized  executive  officer  of  Natural  Way and dated the
Closing Date, to the foregoing effect.

     Section  6.02 - Officer's  Certificate.  The  Shareholders  shall have been
furnished  with a  certificate  dated  the  Closing  Date and  signed  by a duly
authorized  executive  officer of Natural Way, to the effect that no litigation,
proceeding,  investigation  or inquiry is  pending,  other than those  disclosed
herein,  or to the best knowledge of Natural Way threatened,  which might result
in an  action  to  enjoin  or  prevent  the  consummation  of  the  transactions
contemplated by this Agreement.

                                       21
<PAGE>

     Section 6.03 - No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial  condition,
business,  or operations of Natural Way nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse  change in the  financial  condition,  business or operations of Natural
Way.

     Section  6.04 - Good  Standing.  The  Shareholders  shall  have  received a
certificate of good standing from the appropriate  governmental official,  dated
as of a date within ten days prior to the Closing Date  certifying  that Natural
Way is in good standing as a corporation in Nevada.

                                  ARTICLE VII.
                       ACCESS TO THE PROPERTIES AND BOOKS

     7.01 Natural Way's rights. The Shareholders hereby grant to Natural Way and
its duly  authorized  representatives,  the right of full and complete access to
the properties of E-bank and full  opportunity  to examine such entities' books
and  records,  during  normal  business  hours  between  the date hereof and the
Closing Date.

     7.02  Shareholder'  rights. A similar access to Natural Way'  properties,
books and  records  in  likewise  granted  to the  Shareholders,  and their duly
authorized representatives.

                                  ARTICLE VIII.
                      OFFICERS AND DIRECTORS , NAME CHANGE

     8.01  Directors.  At Closing,  the current  directors  of Natural Way shall
nominate, and agree to vote in favor of the election of the persons listed below
to the board.  Thereafter,  the other  remaining  board  members agree to tender
their written resignations.

                              Nominees to the Board
                             -----------------------
                                  Hong Bing Lan
                                   Xin Min Gao
                                   Fading LIU

     8.02 Name Change. At or before Closing,  Natural Way shall take those steps
necessary  to  effect  a name  change  to  eSoftBank.com,  Inc.  or  some  other
substantially similar name.

                                       22
<PAGE>

                                   ARTICLE IX.
                                  MISCELLANEOUS

     9.01 - Brokers.  The  Shareholders and Natural Way agree that there were no
finders or  brokers  involved  in  bringing  the  parties  together  or who were
instrumental in the negotiation, execution or consummation of this Agreement.

     9.02 - Governing Law. This  Agreement  shall be governed by,  enforce,  and
construed  under and in accordance with the laws of the United States of America
and, with respect to the matters of state law, with the laws of Nevada.

     9.03 - Notices.  Any notice or other  communications  required or permitted
hereunder shall be sufficiently  given if personally  delivered to it or sent by
registered  mail or certified  mail,  postage  prepaid,  or by prepaid  telegram
addressed as follows:

   If to Natural Way:        Wang Wei Hua
                             Rm 2211-2215 Science and Technology Building 1001
                             Shangbuzlong Road, Fution District
                             Shenzhen, PRC

   With copies to            Hank Vanderkam, Vanderkam & Sanders
                             440 Louisiana, Suite 475
                             Houston, Texas  77002

   If to the Shareholders:   Dr. Lan Hong Bing
                             Rm 707 Bab COFCO Plaza, No. 8
                             Jianguomennei, Dajie, Dong Cheng District
                             Beijing, PRC  100005

or such other  addresses  as shall be  furnished  in writing by any party in the
manner for giving notices hereunder,  and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.

     9.04 - Attorney's  Fees. In the event that any party  institutes any action
or suit to enforce this Agreement or to secure relief from any default hereunder
or  breach  hereof,   the  breaching   party  or  parties  shall  reimburse  the
nonbreaching  party or parties for all costs,  including  reasonable  attorney's
fees,  incurred in  connection  therewith  and in  enforcing or  collecting  any
judgment rendered therein.

     9.05 - Confidentiality. Each party hereto agrees with the other party that,
unless  and until the  transactions  contemplated  by this  Agreement  have been
consummated,  each  and  each  of  such  representatives  will  hold  in  strict
confidence all data and information  obtained with respect to the other party or
any subsidiary thereof from any representative,  officer,  director or employee,
or from any books or records or from personal  inspection,  and shall not use or
disclosure data or information or disclose the same to others, except (i) to the
extent such data or information is published,  is a matter of public  knowledge,
or is  required  by law to be  published;  and  (ii)  to the  extent  that  such
disclosure data or information  must be used or disclosed in order to consummate
the transactions contemplated by this Agreement. In the event of the termination
of this Agreement,  each party shall return to the other party all documents and
other  materials  obtained by it or on its behalf and shall  destroy all copies,
digests,  workpapers,  abstracts or other materials  relating thereto,  and each
party will  continue to comply  with the  confidentiality  provisions  set forth
herein.

                                       23
<PAGE>

     9.06 - Schedules;  Knowledge. Each party is presumed to have full knowledge
of all information set forth in the other party's schedules  delivered  pursuant
to this Agreement.

     9.07 - Entire  Agreement.  This Agreement  represents the entire  agreement
between the parties relating to the subject matter thereof.

     9.08  -  Survival;   Termination.  The  representations,   warranties,  and
covenants  of the  respective  parties  shall  survive the Closing  Date and the
consummation  of the  transactions  herein  contemplated  for a period  of three
months.  All rights and obligations under this entire agreement shall be binding
upon and  inure to the  benefit  of the  heirs,  executors,  administrators  and
assigns of the parties.

     9.09  -   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together  shall be but a single  instrument.  For  purposes  of this  Agreement,
facsimile signatures may be deemed originals.

     9.10 - Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy,  whether conferred herein, at law,
or in equity, and may enforced concurrently herewith, and no waiver by any party
of the performance of any obligation by the other shall be construed as a waiver
of the same of any other default then,  theretofore,  or thereafter occurring or
existing.  At any time prior to the Closing Date,  this Agreement may by amended
by a writing  signed by all  parties  hereto,  with  respect to any of the terms
contained  herein,  and say term or condition of this Agreement may be waived or
the time for  performance  may be extended  by a writing  signed by the party or
parties for whose benefit the provision in intended.

     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be extended by their respective officers, hereunto duly authorized, as of the
date first-above written.



ATTEST:                            NATURAL WAY TECHNOLOGIES, INC.

/s/
--------------------------------
Secretary or Assistant Secretary   By: /s/ Wang Wei Hua
                                       --------------------
                                       Wang Wei Hua
                                       President

                                    THE SHAREHOLDERS


                                    /s/ Dr. Lan Hong Bing
                                    -----------------------
                                    Dr. Lan Hong Bing
                                    for and on behalf of all Shareholders by and
                                    through Power of Attorney

                                       24
<PAGE>


State of  New York
County of New York

     SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, for the above
stated  purposes by Wang Wei Hua,  the  President  of Natural Way  Technologies,
Inc.,  to certify  which witness my hand and seal of office on this the 27th of
March , 2000.


                                           /s/
                                           ----------------------------
                                           Notary Public in and for the
                                           State of New York

State of  New York
County of New York

     SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, for the above
stated purposes by Dr. Lan Hong Bing, who after being duly sworn did state under
oath that he was the duly authorized representative of the Shareholders and that
he had executed the foregoing  document with their  consent and  authority,  and
under power of attorney, on this the of , 2000.


                                            /s/
                                            ----------------------------
                                            Notary Public in and for the
                                            State of New York

                                       25
<PAGE>
                                    Exhibit 1

List of E-bank  Shareholders  and the number of shares of Natural Way stock each
is to receive pursuant to this agreement:

Shareholder:                                        Number of Natural Way shares

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________

___________________                                  ________________