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                                                                    Exhibit 10.1






                          SECURITIES EXCHANGE AGREEMENT


                      dated effective as of March 31, 2005


                                  by and among


                             UNIVERSAL FLIRTS CORP,

                       UNITED FIRST INTERNATIONAL LIMITED,


                                       and


             THE SHAREHOLDERS OF UNITED FIRST INTERNATIONAL LIMITED






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                                TABLE OF CONTENTS



ARTICL I ISSUANCE AND EXCHANGE OF SHARES.......................................1

         1.1     Issuance and Exchange.........................................1
         1.2     Exchange Ratio................................................2

ARTICLE II        CLOSING......................................................2

         2.1     Closing   ....................................................2
         2.2     Deliveries by Public Company..................................2

ARTICLE III       Representations and warranties...............................3

         3.1     Representation and Warranties of Shareholders.................3
                 A.        Ownership of Stock..................................3
                 B.        Authority to Execute and Perform Agreement..........3
                 C.        No Breach...........................................3
                 D.        Securities Matters..................................4
         3.2      Representations and Warranties of Holding Co.................4
                 A.        Organization, Standing and Corporate Power..........4
                 B.        Authority; Noncontravention.........................4
                 C.        Financial Statements................................5
                 D.        Capital Structure...................................5
         3.3     Representations and Warranties of Public Company..............5
                 A.        Organization, Standing and Power....................6
                 B.        Capital Structure...................................6
                 C.        Authority: Noncontravention.........................6
                 D.        Subsidiaries........................................7
                 F.        Absence of Certain Changes or Events;
                           No Undisclosed Material Liabilities.................7
                 G.        Books and Records...................................8
                 H.        Employees...........................................8
                 I.        Employee Benefit Plans..............................8
                 J.        Compliance with Applicable Laws.....................8
                 K.        Insurance...........................................9
                 L.        Litigation, etc.....................................9
                 M.        Contracts...........................................9
                 N.        Real Property.......................................9
                 O.        Quotation...........................................9
                 P.        Filings.............................................9
                 Q.        Environmental Matters...............................9
                 R.        Anti-takeover Plan: State Takeover Statutes........10
                 S.        Solicitation.......................................10
                 T.        Disclosure.........................................10
ARTICLE IV       Indemnification.............................................10

         4.1     Indemnification of Holding Co and Shareholders...............10
         4.2     Indemnification of Public Company............................11

ARTICLE V         CONDITIONS PRECEDENT........................................11

         5.1     Conditions to Each Party's Obligation to Effect the Exchange.11
                 A.        No Injunctions or Restraints.......................11
                 B.        Governmental and Regulatory Consents...............12



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         5.2     Conditions to Obligations of Holding Co and the
                 Shareholders.................................................12
                 A.        Representations and Warranties.....................12
                 B.        Performance of Obligations of Public Company.......12
                 C.        Board Representation...............................12
                 D.        Opinion of Counsel.................................12
         5.3     Conditions to Obligations of Public Company..................12
                 A.        Representations and Warranties.....................12
                 B.        Performance of Obligations of Holding Co
                           and the Shareholders...............................13
                 C.        Opinion of Counsel.................................13
         5.4     Frustration of Closing Conditions............................13

ARTICLE VI         GENERAL PROVISIONS.........................................13

         6.1     Survival of Representations and Warranties...................13
         6.2     Fees and Expenses............................................13
         6.3     Definitions..................................................13
         6.4     Usage     ...................................................14
         6.5     Notices   ...................................................15
         6.4     Counterparts.................................................15
         6.7     Entire Agreement; Third-Party Beneficiaries..................15
         6.8     Governing Law................................................15
         6.9     Assignment...................................................15
         6.10    Enforcement..................................................16
         6.11    Severability.................................................16


















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                          SECURITIES EXCHANGE AGREEMENT


         THIS SECURITIES EXCHANGE AGREEMENT (this "Agreement"),  dated effective
as of March 31, 2005 (the "Effective Date"), is entered into by and among United
First International  Limited, a Hong Kong corporation  ("Holding Co"), Universal
Flirts Corp, a Delaware corporation (the "Public Company"),  and the individuals
whose names appear on the signature  page hereof,  each being a  shareholder  of
Holding  Co  (the  "Shareholders").   Unless  the  context  otherwise  requires,
capitalized  terms in this  Agreement  that are not defined in  connection  with
their first use shall have the  meaning  ascribed to them in Section 6.3 of this
Agreement.

                                   Background

         A. As of the Effective Date, there are 20,000,000 outstanding shares of
the common stock, par value HK$1.00,  of Holding Co (the "Holding Co Stock"), of
which all of the shares of Holding Co Stock are beneficially owned or controlled
by the Shareholders.

         B. Public Company proposes to acquire all of the outstanding  shares of
Holding Co in exchange for a cash payment of US $50,000 from Holding Co. and the
issuance of an aggregate of 15,000,000 shares of common stock,  $.001 par value,
of Public Company (the  "Exchange"),  so that immediately  following the Closing
(as defined in Section 2.1 below) the Shareholders will own 50.41% of the issued
and outstanding shares of Public Company, so that that immediately following the
Closing  Wang Xin will own  3,000,000  shares  (10.09% of the total  outstanding
shares),  Liu Yu will own  6,000,000  shares  (20.16%  of the total  outstanding
shares)  and  Wang  Zhibin  will  own  6,000,000  shares  (20.16%  of the  total
outstanding shares) of Public Company; and

         C. The  Boards of  Directors  of Public  Company  and  Holding  Co have
determined that it is desirable to affect a plan of reorganization.


                              Terms and Conditions

         In  consideration  of  the  mutual  benefits  to be  derived  from  the
covenants  and  agreements   herein   contained  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:


                                    ARTICLE I

                         ISSUANCE AND EXCHANGE OF SHARES

         1.1  Issuance and  Exchange.  At the Closing (as defined in Section 2.1
below),  to be held in  accordance  with the  provisions of Article II below and
subject to the terms and agreements set forth herein, Public Company shall cause
its transfer agent to issue to the  Shareholders  the number of duly  authorized
and newly issued shares of common stock, $.001 par value, of Public Company (the
"Public  Company  Stock") set forth in Section 1.2 below in exchange  for a cash
payment of US $50,000 from  Holding Co (the full amount of which has  heretofore
been  delivered  to counsel  for Public  Company to hold in escrow  pending  the
Closing) and all of the  outstanding  shares of Holding Co Stock.  The shares of
Public  Company  to be  received  by the  Shareholder  in  connection  with  the
transaction  described  herein  shall be delivered  to the  Shareholders  at the
Closing.  In  consideration  for  the  shares  of  Public  Company  Stock  to be



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exchanged,  the Shareholders shall deliver to counsel for Public Company, at the
Closing,  certificates evidencing their shares of Holding Co, together with duly
executed  stock powers to effectuate  the transfer.  Counsel for Public  Company
shall  release  the  Holding Co shares,  over  which he has  custody,  to Public
Company at the Closing, assuming satisfaction by the Shareholders and Holding Co
of all applicable conditions set forth in this Agreement.

         1.2 Exchange Ratio.

                  A. At the Closing,  Public Company shall exchange an aggregate
         of  15,000,000  shares  of Public  Company  Stock  for all  issued  and
         outstanding  shares of Holding Co Stock as full  consideration  for the
         Holding Co Stock.  A chart setting forth the  capitalization  of Public
         Company immediately prior to and immediately  following the Closing (as
         defined in Section 2.1) is set forth on Exhibit 1.2 attached hereto and
         incorporated herein by reference for all purposes.

                  B. No fractional shares of Public Company Stock will be issued
         to any  Shareholder  entitled  to  receive  said  shares.  Accordingly,
         Shareholders  who would  otherwise  be entitled  to receive  fractional
         shares  of  Public   Company  Stock  will,   upon  surrender  of  their
         certificate  representing  the  fractional  shares of Holding Co Stock,
         receive a full share if the  fractional  share  exceeds  fifty  percent
         (50%) and if the fractional  share is less than fifty percent (50%) the
         fractional share shall be cancelled.

                                   ARTICLE II

                                     CLOSING

         2.1  Closing.  The  consummation  of the  Exchange  by Public  Company,
Holding Co and the  Shareholders  (the  "Closing")  shall occur on the Effective
Date at the offices of counsel for Holding Co,  subject to the  satisfaction  or
waiver  of all of the  conditions  to  Closing,  or at such  other  place as the
parties may agree upon.

         2.2 Deliveries by Public  Company.  Public  Company shall  deliver,  or
cause to be delivered, to the Shareholders:

                  A. At the  Closing,  certificates  for the  shares  of  Public
         Company Stock being exchanged for their  respective  accounts,  in form
         and substance  reasonably  satisfactory to the  Shareholders  and their
         counsel,  it being understood that the certificates will be prepared by
         Public Company's  transfer agent and delivered to Snell Wylie & Tibbals
         for the benefit of the Shareholders;

                  B. At the Closing, the items specified in Article V below; and

                  C. At the  Closing,  all of the  books and  records  of Public
         Company.

         2.3  Deliveries  by  Shareholders  and Holding Co. At the Closing,  the
Shareholders and Holding Co, as applicable,  shall deliver to Public Company the
items specified in Article V below.



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                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES


         3.1  Representation  and Warranties of  Shareholders.  Each Shareholder
hereby   represents  and  warrants  to  Public  Company  as  follows  (it  being
acknowledged  that Public  Company is entering  into this  Agreement in material
reliance upon each of the following representations and warranties, and that the
truth and accuracy of each,  as evidenced  by their  signature  set forth on the
signature page,  constitutes a condition  precedent to the obligations of Public
Company hereunder):

                  A. Ownership of Stock. Each Shareholder is the lawful owner of
         his Holding Co Stock that is to be  transferred  to Public Company free
         and clear of all preemptive or similar rights,  Liens, and the delivery
         to Public  Company of the Holding Co Stock,  pursuant to the provisions
         of this Agreement, will transfer to Public Company valid title thereto,
         free and clear of all Liens. To the Knowledge of each Shareholder,  the
         Holding Co Stock to be exchanged  herein has been duly  authorized  and
         validly issued and is fully paid and nonassessable.

                  B.   Authority   to  Execute  and  Perform   Agreement.   Each
         Shareholder  has the full legal right and power and all  authority  and
         approval  required to enter into,  execute and deliver this  Agreement,
         and to sell,  assign,  transfer  and convey the Holding Co Stock and to
         perform fully his respective obligations hereunder.  This Agreement has
         been duly executed and delivered by each Shareholder and,  assuming due
         execution and delivery by, and enforceability  against, Public Company,
         constitutes  the  valid  and  binding  obligation  of each  Shareholder
         enforceable in accordance with its terms, subject to the qualifications
         that  enforcement of the rights and remedies  created hereby is subject
         to  (a)  applicable  bankruptcy,   insolvency,  fraudulent  conveyance,
         reorganization,  moratorium  and  other  laws  of  general  application
         affecting  the  rights  and  remedies  of  creditors,  and (b)  general
         principles  of  equity  (regardless  of  whether  such  enforcement  is
         considered in a proceeding in equity or at law). No approval or consent
         of any Governmental  Entity,  and no approval or consent of, or filing,
         with any other Person is required to be obtained by the Shareholders or
         in connection  with the execution and delivery by the  Shareholders  of
         this  Agreement  and  consummation  and  performance  by  them  of  the
         transactions contemplated hereby.

                  C. No Breach. The execution,  delivery and performance of this
         Agreement by each  Shareholder and the consummation of the transactions
         contemplated  hereby in accordance with the terms and conditions hereof
         by each Shareholder will not:

                           (i) violate, conflict with or result in the breach of
                  any of the terms of, or constitute (or with notice or lapse of
                  time or both would  constitute) a default under, any contract,
                  lease,  agreement or other instrument or obligation to which a
                  Shareholder is a party or by or to which any of the properties
                  and assets of any of the Shareholders may be bound or subject;

                           (ii) violate any order, judgment,  injunction,  award
                  or decree of any court, arbitrator, governmental or regulatory
                  body,  by  which  a  Shareholder  or the  securities,  assets,
                  properties or business of any of them is bound; or

                           (iii) violate any statute, law or regulation to which
                  any Shareholder is subject.



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                  D. Securities  Matters.  The  Shareholders  hereby  represent,
         warrant and covenant to the Public Company as follows:

                           (i) The  Shareholders  have  been  advised  that  the
                  Public  Company  Stock  they  will be  receiving  has not been
                  registered  under the Securities Act, or any state  securities
                  act in reliance on exemptions therefrom.

                           (ii) The  Public  Company  Stock  is  being  acquired
                  solely for each Shareholder's own account,  for investment and
                  are not  being  acquired  with a view  to or for  the  resale,
                  distribution,  subdivision or  fractionalization  thereof. The
                  Shareholders  have no  present  plans to  enter  into any such
                  contract,  undertaking,   agreement  or  arrangement  and  the
                  Shareholders  further understand that the Public Company Stock
                  may only be resold pursuant to a registration  statement under
                  the  Securities  Act,  or  pursuant  to some  other  available
                  exemption.

                           (iii) The Shareholders  agree that the certificate or
                  certificates  representing  the Public  Company  Stock will be
                  inscribed with substantially the following legend:

                           "The securities  represented by this certificate have
                           not been registered under the Securities Act of 1933.
                           The securities  have been acquired for investment and
                           may  not be  sold,  transferred  or  assigned  in the
                           absence of an effective  registration  statement  for
                           these  securities under the Securities Act of 1933 or
                           an opinion of counsel acceptable to the issuer of the
                           securities   represented  by  this  certificate  that
                           registration is not required under said Act."

                  E.  Limited  Market.  The  Shareholders  acknowledge  that  an
         investment  in Public  Company is subject to a high  degree of risk and
         that, even though Public Company's common stock is quoted on the OTCBB,
         there exists only a very limited  trading market for the Public Company
         Stock.

         3.2  Representations  and  Warranties of Holding Co.  Holding Co hereby
represents and warrants to Public Company as follows (it being acknowledged that
Public Company is entering into this Agreement in material reliance upon each of
the following representations and warranties, and that the truth and accuracy of
each,  as evidenced  by the  execution  of this  Agreement by a duly  authorized
officer of Holding Co,  constitutes a condition  precedent to the obligations of
the Public Company hereunder):

                  A. Organization,  Standing and Corporate Power.  Holding Co is
         duly organized, validly existing and in good standing under the laws of
         its  jurisdiction  of  incorporation,  and has all requisite  corporate
         power and  authority to own,  lease and operate its  properties  and to
         carry on its business substantially as now conducted,  except where the
         failure to do so would not have,  individually  or in the aggregate,  a
         Holding Co Material Adverse Effect. For purposes of this Agreement, the
         term "Holding Co Material  Adverse  Effect" means any Material  Adverse
         Effect with respect to Holding Co,  taken as a whole,  or any change of
         effect that adversely,  or is reasonably expected to adversely,  affect
         the ability of Holding Co to consummate the  transactions  contemplated
         by this Agreement in any material respect or materially impair or delay
         Holding Co's ability to perform its obligations hereunder.

                  B. Authority;  Noncontravention.  Holding Co has the requisite
         corporate  power and  authority  to enter  into this  Agreement  and to
         consummate  the  transactions   contemplated  by  this  Agreement.  The
         execution, delivery and performance by Holding Co of this Agreement and
         the consummation of the transactions  contemplated hereby by Holding Co



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         have been duly authorized by all necessary corporate action on the part
         of Holding Co. This  Agreement  has been duly executed and delivered by
         Holding  Co and,  assuming  this  Agreement  constitutes  the valid and
         binding  agreement of Public  Company,  constitutes a valid and binding
         obligation of Holding Co, enforceable  against Holding Co in accordance
         with its  terms,  subject  to (i)  applicable  bankruptcy,  insolvency,
         fraudulent  conveyance,  reorganization,  moratorium  and other laws of
         general application affecting the rights and remedies of creditors, and
         (ii)  general   principles  of  equity   (regardless  of  whether  such
         enforcement  is considered  in a proceeding  in equity or at law).  The
         execution and delivery of this Agreement does not, and the consummation
         of the transactions  contemplated by this Agreement and compliance with
         the  provisions  of this  Agreement,  will  not (x)  conflict  with any
         provisions  of  the  charter  or  other   organizational  or  governing
         documents of Holding Co, (y) be subject to the governmental filings and
         other matters  referred to in the following  sentence,  conflict  with,
         result in a breach of or default  (with or  without  notice or lapse of
         time,  or  both)  under,  or give  rise to a right  of  first  refusal,
         termination,  cancellation or acceleration of any obligation (including
         to pay  any sum of  money)  or loss of a  material  benefit  under,  or
         require  the  consent  of any Person  under,  any  indenture,  or other
         material  agreement,  Permit,  concession,   ground  lease  or  similar
         instrument  or  undertaking  to which Holding Co is a party or by which
         Holding Co or any of its assets  are bound or  affected,  result in the
         creation or imposition of a Lien against any material  asset of Holding
         Co, which singly or in the  aggregate  would have a Holding Co Material
         Adverse Effect,  or (z) subject to the  governmental  filings and other
         matters referred to in the following sentence, contravene any law, rule
         or  regulation,  or any  order,  writ,  judgment,  injunction,  decree,
         determination  or award  binding  on or  applicable  to  Holding Co and
         currently in effect,  which,  in the case of clauses (y) and (z) above,
         singly or in the  aggregate,  would have a Holding Co Material  Adverse
         Effect.  No consent,  approval or  authorization  of, or declaration or
         filing with, or notice to, any  Governmental  Entity or any third party
         which has not been  received or made is required by or with  respect to
         Holding  Co in  connection  with the  execution  and  delivery  of this
         Agreement  by  Holding  Co or the  consummation  by  Holding  Co of the
         transactions  contemplated  hereby,  except  for  consents,  approvals,
         authorizations, declarations, filings and notices that, if not obtained
         or made,  will  not,  individually  or in the  aggregate,  result  in a
         Holding Co Material Adverse Effect.

                  C. Financial  Statements.  The financial statements of Holding
         Co have been audited for the periods  indicated in conformity with U.S.
         Generally Accepted Accounting Principles ("GAAP").

                  D. Capital  Structure.  As of the Effective  Date,  20,000,000
         shares of Holding Co Stock were issued and outstanding and no shares of
         Holding  Co  Stock  were  held  by  Holding  Co in  its  treasury.  All
         outstanding  shares of capital  stock of Holding Co will have been duly
         authorized and validly issued, and will be fully paid and nonassessable
         and not subject to preemptive or similar rights. No bonds,  debentures,
         notes or other  indebtedness of Holding Co having the right to vote (or
         convertible into, or exchangeable  for,  securities having the right to
         vote) on any matters on which the  Shareholders  may vote are issued or
         outstanding.  Except for this Agreement,  Holding Co does not have and,
         at or after Closing will not have,  any  outstanding  option,  warrant,
         call, subscription or other right, agreement or commitment which either
         (a) obligates Holding Co to issue, sell or transfer, repurchase, redeem
         or otherwise acquire or vote any shares of the capital stock of Holding
         Co, or (b) restricts the voting,  disposition  or transfer of shares of
         capital   stock  of  Holding  Co.  There  are  no   outstanding   stock
         appreciation  rights  or  similar  derivative  securities  or rights of
         Holding Co.

         3.3  Representations  and Warranties of Public Company.  Public Company
hereby represents and warrants to Holding Co and the Shareholders as follows (it
being  acknowledged  that Holding Co and the Shareholders are entering into this



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Agreement in material  reliance upon each of the following  representations  and
warranties,  and that the  truth  and  accuracy  of each,  as  evidenced  by the
execution of this  Agreement  by a duly  authorized  officer of Public  Company,
constitutes  a  condition  precedent  to the  obligations  of Holding Co and the
Shareholders hereunder):

                  A.  Organization,  Standing and Power.  Public Company is duly
         organized,  validly  existing  and in good  standing  under the laws of
         Delaware and has the requisite  corporate  power and authority to carry
         on  its  business  as now  being  conducted.  Public  Company  is  duly
         qualified  or licensed to do business  and is in good  standing in each
         jurisdiction  in which the nature of its  business or the  ownership or
         leasing  of  its  properties  makes  such  qualification  or  licensing
         necessary,  other than in such jurisdictions where the failure to be so
         qualified or licensed (individually or in the aggregate) would not have
         a  Public  Company  Material  Adverse  Effect.  For  purposes  of  this
         Agreement,  the term "Public Company Material Adverse Effect" means any
         Material  Adverse  Effect with  respect to Public  Company,  taken as a
         whole,  or any  change  or  effect  that  adversely,  or is  reasonably
         expected  to  adversely,  affect  the  ability  of  Public  Company  to
         consummate  the  transactions  contemplated  by this  Agreement  in any
         material  respect  or  materially  impairs or delays  Public  Company's
         ability to perform its obligations  hereunder.  Public Company has made
         available  to Holding Co  complete  and  correct  copies of its charter
         documents and bylaws.

                  B. Capital Structure. As of the Effective Date, the authorized
         capital  stock of Public  Company  consists  of  100,000,000  shares of
         Public  Company  Stock  and  10,000,000   shares  of  preferred  stock.
         Immediately  prior to the Closing,  there will be 14,756,000  shares of
         common stock of Public Company issued and outstanding, and no shares of
         preferred  stock issued and  outstanding.  No shares of common stock of
         Public  Company  will be held by Public  Company in its  treasury.  All
         outstanding  shares of capital  stock of Public  Company will have been
         duly  authorized  and  validly  issued,  and  will be  fully  paid  and
         nonassessable  and not  subject to  preemptive  or similar  rights.  No
         bonds, debentures, notes or other indebtedness of Public Company having
         the right to vote (or convertible into, or exchangeable for, securities
         having the right to vote) on any matters on which the  stockholders  of
         Public Company may vote are issued or outstanding.  Public Company does
         not  have,  and at or after  Closing  will not  have,  any  outstanding
         option,  warrant,  call,  subscription  or other  right,  agreement  or
         commitment which either (i) obligates Public Company to issue,  sell or
         transfer, repurchase, redeem or otherwise acquire or vote any shares of
         the capital  stock of Public  Company,  or (ii)  restricts  the voting,
         disposition  or transfer of shares of capital stock of Public  Company.
         There  are  no  outstanding  stock   appreciation   rights  or  similar
         derivative securities or rights of Public Company.

                  C.  Authority:   Noncontravention.   Public  Company  has  the
         requisite  corporate  power and authority to enter into this  Agreement
         and to consummate the transactions  contemplated by this Agreement. The
         execution, delivery and performance of this Agreement by Public Company
         and the consummation by Public Company of the transactions contemplated
         hereby have been duly authorized by all necessary  corporate  action on
         the part of Public  Company.  This Agreement has been duly executed and
         delivered by Public Company and,  assuming this  Agreement  constitutes
         the valid and  binding  agreement  of Holding Co and the  Shareholders,
         constitutes  a  valid  and  binding   obligation  of  Public   Company,
         enforceable  against  Public  Company  in  accordance  with its  terms,
         subject   to  (i)   applicable   bankruptcy,   insolvency,   fraudulent
         conveyance,  reorganization,  moratorium  and  other  laws  of  general
         application  affecting the rights and remedies of  creditors,  and (ii)
         general principles of equity  (regardless of whether  enforceability is
         considered  in a proceeding  at law or in equity).  The  execution  and
         delivery  of this  Agreement  does  not,  and the  consummation  of the
         transactions  contemplated  by this Agreement and  compliance  with the
         provisions hereof, will not, (x) conflict with any of the provisions of



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         the charter  documents or bylaws of Public  Company,  (y) be subject to
         the governmental filings and other matters referred to in the following
         sentence,  conflict  with,  result in a breach of or  default  (with or
         without  notice  or lapse of time,  or both)  under,  or give rise to a
         right of first refusal,  termination,  cancellation  or acceleration of
         any obligation (including to pay any sum of money) or loss of a benefit
         under,  or require the consent of any Person  under,  any  indenture or
         other agreement, Permit, concession, ground lease or similar instrument
         or  undertaking  to which Public  Company is a party or by which Public
         Company  or any of its  assets  are  bound or  affected,  result in the
         creation or imposition  of a Lien against any material  asset of Public
         Company, which, singly or in the aggregate, would have a Public Company
         Material Adverse Effect, or (z) subject to the governmental filings and
         other matters  referred to in the following  sentence,  contravene  any
         law, rule or  regulation,  or any order,  writ,  judgment,  injunction,
         decree,  determination or award binding on Public Company  currently in
         effect,  which in the case of clauses  (y) and (z) above,  singly or in
         the aggregate,  would have a Public Company Material Adverse Effect. No
         consent,  approval or authorization  of, or declaration or filing with,
         or notice to, any Governmental  Entity or any third party which has not
         been received or made is required by or with respect to Public  Company
         in  connection  with the  execution  and delivery of this  Agreement by
         Public   Company  or  the   consummation   by  Public  Company  of  the
         transactions  contemplated  hereby,  except  for  consents,  approvals,
         authorizations, declarations, filings and notices that, if not obtained
         or made, will not, individually or in the aggregate, result in a Public
         Company Material Adverse Effect.

                  D.  Subsidiaries.  Public  Company  does not own,  directly or
         indirectly,  any of the capital stock of any other  corporation  or any
         equity,  profit  sharing,   participation  or  other  interest  in  any
         corporation, partnership, joint venture or other entity.

                  E. Intellectual  Property.  Public Company does not own or use
         any trademarks,  trade names, service marks, patents, copyrights or any
         applications  with respect thereto.  Public Company has no Knowledge of
         any claim that,  or inquiry as to  whether,  any  product,  activity or
         operation of Public Company infringes upon or involves, or has resulted
         in the  infringement  of, any trademarks,  trade names,  service marks,
         patents,  copyrights or other  proprietary  rights of any other Person,
         corporation or other entity;  and no proceedings  have been instituted,
         are pending or are threatened with respect thereto.

                  F.  Absence of  Certain  Changes  or  Events;  No  Undisclosed
         Material Liabilities.

                           (i) Audited financial statements of Public Company as
                  of December 31, 2004 (the  "Financial  Statements")  have been
                  prepared.  Except as  otherwise  disclosed  in its  filings or
                  public records with the  Securities  and Exchange  Commission,
                  Public Company has conducted its business only in the ordinary
                  course,  and there has not been (a) any  change,  destruction,
                  damage,  loss or event  which has had or could  reasonably  be
                  expected to have,  individually  or in the  aggregate a Public
                  Company Material Adverse Effect; (b) any declaration,  setting
                  aside or  payment of any  dividend  or other  distribution  in
                  respect of shares of Public  Company's  capital stock,  or any
                  repurchase,  redemption or other acquisition by Public Company
                  of any  shares  of their  respective  capital  stock or equity
                  interests,  as  applicable;  (c) any  increase  in the rate or
                  terms of  compensation  payable or to become payable by Public
                  Company to its directors,  officers or key employees;  (d) any
                  entry  into,  or  increase in the rate or terms of, any bonus,
                  insurance,  severance,  pension or other  employee  or retiree
                  benefit plan,  payment or arrangement made to, for or with any
                  such directors,  officers or employees; (e) any entry into any
                  agreement,  commitment or  transaction by Public  Company,  or
                  waiver,   termination,   amendment  or   modification  to  any



                                       7
<PAGE>

                  agreement,  commitment  or  transaction,  which is material to
                  Public  Company  taken  as a  whole;  (f) any  material  labor
                  dispute  involving  the employees of Public  Company;  (g) any
                  change by Public Company in accounting methods,  principles or
                  practices  except as required or  permitted  by GAAP;  (h) any
                  write-off or write-down of, or any  determination to write-off
                  or  write-down,  any asset of Public  Company  or any  portion
                  thereof; (i) any split, combination or reclassification of any
                  of Public Company's capital stock or issuance or authorization
                  relating to the  issuance of any other  securities  in respect
                  of,  in  lieu  of or in  substitution  for  shares  of  Public
                  Company's  capital  stock;  (j) any  amendment of any material
                  term of any outstanding  security of Public  Company;  (k) any
                  loans, advances or capital contributions to or investments in,
                  any other Person in existence  on the  Effective  Date made by
                  Public Company;  (l) any sale or transfer by Public Company of
                  any of the  assets  of  Public  Company,  cancellation  of any
                  material  debts or claims or waiver of any material  rights by
                  Public Company; or (m) any agreements by Public Company to (i)
                  do any of the things  described in the  preceding  clauses (a)
                  through (l) other than as expressly  contemplated  or provided
                  for herein or (ii) take, whether in writing or otherwise,  any
                  action which, if taken prior to the Effective Date, would have
                  made any  representation or warranty of Public Company in this
                  Agreement untrue or incorrect in any material respect.

                           (ii) Public Company has no Liabilities, except as set
                  forth in the Financial Statements or otherwise incurred in the
                  ordinary course of business.

                  G. Books and Records. The books of account and other financial
         Records of Public  Company,  all of which have been made  available  to
         Holding Co, are complete and correct and  represent  actual,  bona fide
         transactions and have been maintained in accordance with sound business
         practices and the  requirements  of Section  13(b)(2) of the Securities
         Exchange Act. and in accordance with U.S. generally accepted accounting
         principals.

                  H.  Employees.  Except with regard to Darrell  Lerner,  Public
         Company's  sole  officer  and  director,  Public  Company  (i)  has  no
         employees,  (ii) does not owe any compensation of any kind, deferred or
         otherwise,  to any current or previous employees,  (iii) has no written
         or oral  employment  agreements  with any officer or director of Public
         Company or (iv) is not a party to or bound by any collective bargaining
         agreement.  There are no loans or other obligations payable or owing by
         Public  Company to any  stockholder,  officer,  director or employee of
         Public  Company,  nor are there any loans or debts  payable or owing by
         any of such  persons  to Public  Company  or any  guarantees  by Public
         Company  of any loan or  obligation  of any  nature  to which  any such
         Person is a party.

                  I.  Employee   Benefit  Plans.   Public  Company  has  no  (i)
         non-qualified deferred or incentive compensation or retirement plans or
         arrangements,  (ii) qualified  retirement plans or arrangements,  (iii)
         other employee  compensation,  severance or termination  pay or welfare
         benefit plans,  programs or  arrangements  or (iv) any related  trusts,
         insurance   contracts  or  other   funding   arrangements   maintained,
         established or contributed to by Public Company.

                  J.  Compliance with  Applicable  Laws.  Public Company has and
         after giving effect to the transactions  contemplated  hereby will have
         in effect all  Permits  necessary  for it to own,  lease or operate its
         properties  and assets and to carry on its  business as now  conducted,
         and to the  Knowledge of Public  Company  there has occurred no default
         under any such Permit,  except for the lack of Permits and for defaults
         under Permits which  individually  or in the aggregate would not have a
         Public Company Material Adverse Effect. To Public Company's  Knowledge,
         Public  Company  is  in  compliance  with,  and  has  no  liability  or
         obligation under, any applicable statute,  law, ordinance,  rule, order



                                       8
<PAGE>

         or regulation of any  Governmental  Entity,  including any liability or
         obligation to undertake any remedial action under Hazardous  Substances
         Laws (as hereinafter defined),  except for instances of non-compliance,
         liabilities  or  obligations,  which  individually  or in the aggregate
         would not have a Public Company Material Adverse Effect.

                  K.  Insurance.  Public  Company has no  insurance  policies in
         effect.

                  L. Litigation,  etc. As of the Effective Date, (i) there is no
         suit, claim,  action or proceeding (at law or in equity) pending or, to
         the Knowledge of Public  Company,  threatened  against  Public  Company
         (including,  without  limitation,  any product liability claims) before
         any court or  governmental  or regulatory  authority or body,  and (ii)
         Public Company is not subject to any outstanding order, writ, judgment,
         injunction,  order,  decree or arbitration order that, in any such case
         described in clauses (i) and (iii), (a) could reasonably be expected to
         have,  individually  or in the  aggregate,  a Public  Company  Material
         Adverse Effect or (b) involves an allegation of criminal  misconduct or
         a violation of the Racketeer and Influenced  Corrupt  Practices Act. As
         of the  Closing,  there are no suits,  actions,  claims or  proceedings
         pending  or, to Public  Company's  Knowledge,  threatened,  seeking  to
         prevent,  hinder, modify or challenge the transactions  contemplated by
         this Agreement.

                  M.  Contracts.  Except for its contract with  Corporate  Stock
         Transfer ("Transfer  Agent"),  pursuant to which Transfer Agent acts as
         the Public  Company's  stock  transfer  agent,  Public  Company  has no
         material contracts,  leases,  arrangements or commitments (whether oral
         or  written)  and is not a party  to or  bound  by or  affected  by any
         contract,  lease,  arrangement or commitment  (whether oral or written)
         relating  to  (i)  the  employment  of  any  Person;   (ii)  collective
         bargaining with, or any  representation  of any employees by, any labor
         union or  association;  (iii) the  acquisition  of services,  supplies,
         equipment or other personal property; (iv) the purchase or sale of real
         property; (v) distribution,  agency or construction; (vi) lease of real
         or personal  property as lessor or lessee or  sublessor  or  sublessee;
         (vii)  lending or  advancing  of funds;  (viii)  borrowing  of funds or
         receipt of credit;  (ix) incurring any obligation or liability;  or (x)
         the sale of personal property.

                  N. Real  Property.  Public  Company  does not own or lease any
         real property.

                  O.  Quotation.  As of the Effective  Date,  the Public Company
         Stock is and shall remain eligible for quotation on the OTCBB following
         the Closing.

                  P. Filings.  Public Company has filed all reports  required to
         be filed by it under the Securities Exchange Act.

                  Q. Environmental Matters.  Public Company has not received any
         written  notice  from any  Governmental  Entity  that there  exists any
         violation of any Hazardous  Substances  Law (as  hereinafter  defined).
         Public  Company has no Knowledge  (i) of any Hazardous  Substances  (as
         hereinafter  defined)  present  on,  under or about any Public  Company
         asset,  and to  Public  Company's  Knowledge  no  discharge,  spillage,
         uncontrolled  loss,  seepage or filtration of Hazardous  Substances has
         occurred on,  under or about any Public  Company  asset,  (ii) that any
         Public  Company  assets  violates,  or has at any  time  violated,  any
         Hazardous  Substance  Laws,  and (iii) that there is a condition on any
         asset for which  Public  Company has an  obligation  to  undertake  any
         remedial  action  pursuant to Hazardous  Substance  Laws.  For purposes
         hereof,  "Hazardous  Substances"  means,  without  limitation (a) those
         substances  included within definitions of any one or more of the terms
         "Hazardous  Substance,"  and "Hazardous  Waste," "Toxic  Substance" and



                                       9
<PAGE>

         "Hazardous  Material"  in  the  Comprehensive   Environmental  Response
         Compensation  and Liability  Act, 42 U.S.C.  ss.  90,601,  et seq., the
         Resource  Conservation  and Recovery Act, 42 U.S.C.  ss. 6901, et seq.,
         the Toxic  Substances  Control Act, 15 U.S.C.  ss. 2601,  et seq.,  the
         Hazardous Materials Transportation Act, 49 U.S.C. ss. 1801 et seq., the
         Occupational  Safety  and  Health  Act,  29 U.S.C.  ss.  651,  et seq.,
         (insofar  as it relates to  employee  health and safety in  relation to
         exposure to Hazardous  Substances) and any other local, state,  federal
         or foreign  laws or  regulations  related to the  protection  of public
         health or the environment (collectively,  "Hazardous Substances Laws");
         (b)  such  other  substances,  materials  or  wastes  as are or  become
         regulated  under,  or as are  classified  as  hazardous  or toxic under
         Hazardous  Substance Laws; and (c) any materials,  wastes or substances
         that  can  be  defined  as  petroleum  products  or  wastes,  asbestos,
         polychlorinated biphenyl, flammable or explosive, or radioactive.

                  R. Anti-takeover Plan: State Takeover Statutes. Public Company
         does not have in  effect  any  plan,  scheme,  device  or  arrangement,
         commonly or  colloquially  known as a "poison pill" or  "anti-takeover"
         plan or any similar plan, scheme,  device or arrangement.  The Board of
         Directors of Public Company has approved this Agreement. No other state
         takeover  statute or similar statute or regulation  applies or purports
         to apply to the  Exchange,  this  Agreement or any of the  transactions
         contemplated by this Agreement.

                  S.  Solicitation.   None  of  Public  Company,  its  officers,
         directors,  Affiliates  or agents,  or any other  Person  acting on its
         behalf has solicited,  directly or indirectly, any Person to enter into
         a merger  or  similar  business  combination  transaction  with  Public
         Company  by  any  form  of  general  solicitation,  including,  without
         limitation,  any advertisement,  article, notice or other communication
         published in any newspaper, magazine or similar media or broadcast over
         television or radio or any seminar or meeting whose attendees have been
         invited by any general solicitation or general advertising.

                  T.  Disclosure.   The   representations   and  warranties  and
         statements  of fact made by Public  Company in this  Agreement  are, as
         applicable,  accurate,  correct  and  complete  and do not  contain any
         untrue  statement of a material fact or omit to state any material fact
         necessary in order to make the  statements  and  information  contained
         herein not false or misleading.

                                   ARTICLE IV
                                 INDEMNIFICATION

         4.1 Indemnification of Holding Co and Shareholders.

                  A. Indemnification Obligation.  Public Company shall, from and
         after  the   Closing,   indemnify,   defend  and  hold   harmless   the
         Shareholders,   Holding  Co,  and  Holding  Co's  officers,  directors,
         Affiliates  or agents,  and any other Person  acting on its behalf (the
         "Holding Co Indemnified Parties") against all losses, claims,  damages,
         costs,  expenses (including  reasonable  attorneys' fees and expenses),
         liabilities  or judgments or amounts that are paid in  settlement  with
         the approval of the  indemnifying  party (the  "Holding Co  Indemnified
         Liabilities")  based  on, or  arising  out of,  or  pertaining  to this
         Agreement or the transactions contemplated hereby, in each case, to the
         fullest extent permitted under the laws of the State of Delaware.

                  B. Defense and Survival.  The Holding Co  Indemnified  Parties
         shall have the right to conduct the  defense of any action  giving rise
         to a claim for indemnity under this Agreement with counsel of their own
         choosing.  Holding Co, the  Shareholders  and Public Company agree that
         all  rights  to  indemnification,   including  provisions  relating  to
         advances  of  expenses  incurred  in  defense  of any  action  or suit,
         existing in favor of the Holding Co Indemnified Parties with respect to
         matters occurring  through the Closing,  shall survive the Exchange and



                                       10
<PAGE>

         shall  continue  in full force and effect for a period of not less than
         one year  from the  Closing;  provided,  however,  that all  rights  to
         indemnification  in respect of any Holding Co  Indemnified  Liabilities
         asserted  or  made  within  such  period  shall   continue   until  the
         disposition of such Holding Co Indemnified Liabilities.

                  C.  Beneficiaries.  The  provisions  of this  Section  4.1 are
         intended to be for the benefit  of, and shall be  enforceable  by, each
         Holding Co Indemnified  Party, his or her heirs and his or her personal
         representatives and shall be binding upon all successors and assigns of
         Public Company and Holding Co.

         4.2 Indemnification of Public Company.

                  A.  Indemnification  Obligation.  Holding  Co shall,  from and
         after the Closing,  indemnify,  defend and hold harmless Public Company
         and Public Company's officers, directors, Affiliates or agents, and any
         other  Person  acting on its behalf (the  "Public  Company  Indemnified
         Parties")  against  all  losses,  claims,   damages,   costs,  expenses
         (including  reasonable  attorneys'  fees and expenses),  liabilities or
         judgments or amounts that are paid in  settlement  with the approval of
         the indemnifying party (the "Public Company  Indemnified  Liabilities")
         based on, or arising out of, or  pertaining  to this  Agreement  or the
         transactions  contemplated  hereby, in each case, to the fullest extent
         permitted  under  the laws of the State of  Delaware.

                  B.  Defense  and  Survival.  The  Public  Company  Indemnified
         Parties  shall  have the right to  conduct  the  defense  of any action
         giving rise to a claim for indemnity  under this Agreement with counsel
         of their own choosing.  Holding Co, the Shareholders and Public Company
         agree that all rights to indemnification, including provisions relating
         to  advances  of  expenses  incurred  in defense of any action or suit,
         existing  in favor  of the  Public  Company  Indemnified  Parties  with
         respect to matters  occurring  through the Closing,  shall  survive the
         Exchange  and shall  continue  in full force and effect for a period of
         not less than one year from the Closing;  provided,  however,  that all
         rights to indemnification in respect of any Public Company  Indemnified
         Liabilities  asserted or made within such period shall  continue  until
         the disposition of such Public Company Indemnified Liabilities.

                  C.  Beneficiaries.  The  provisions  of this  Section  4.2 are
         intended to be for the benefit  of, and shall be  enforceable  by, each
         Public  Company  Indemnified  Party,  his or her  heirs  and his or her
         personal  representatives  and shall be binding upon all successors and
         assigns of Public Company and Holding Co.

                                    ARTICLE V
                              CONDITIONS PRECEDENT

         5.1 Conditions to Each Party's  Obligation to Effect the Exchange.  The
respective  obligation  of each party to effect the  Exchange  is subject to the
satisfaction or written waiver of the following conditions:

                  A. No Injunctions or Restraints. No statute, rule, regulation,
         temporary  restraining  order,  preliminary or permanent  injunction or
         other  order  issued by any court of  competent  jurisdiction  or other
         legal  restraint or  prohibition  preventing  the  consummation  of the
         Exchange shall be in effect; provided, however, that the party invoking
         this  condition  shall use its best efforts to have any such  temporary
         restraining order, injunction, order, restraint or prohibition vacated.


                                       11
<PAGE>

                  B. Governmental and Regulatory Consents.  All material filings
         required  to be made  prior  to the  Closing  with,  and  all  material
         consents, approvals, permits and authorizations required to be obtained
         prior to the Closing from,  Governmental  Entities,  in connection with
         the execution and delivery of this  Agreement and the  consummation  of
         the transactions  contemplated  hereby by Holding Co and Public Company
         will have been made or obtained (as the case may be).

         5.2 Conditions to Obligations of Holding Co and the  Shareholders.  The
obligations  of  Holding Co and the  Shareholders  to effect  the  Exchange  are
further subject to the satisfaction or written waiver on or prior to the Closing
of the following conditions:

                  A.  Representations  and Warranties.  The  representations and
         warranties  of  Public  Company  set  forth  in  Section  3.3  that are
         qualified as to  materiality  or Material  Adverse Effect shall be true
         and correct and the  representations  and  warranties of Public Company
         set forth in Section  3.3 that are not so  qualified  shall be true and
         correct  in all  material  respects,  in each  case as of the  Closing,
         except to the extent such representations and warranties speak as of an
         earlier  date. In addition,  all such  representations  and  warranties
         shall be true and correct as of the Closing,  except to the extent such
         representation or warranty speaks of an earlier date (without regard to
         any  qualifications  for materiality or Material Adverse Effect) except
         to the extent that any such failure to be true and correct  (other than
         any such failure the effect of which is immaterial) individually and in
         the aggregate  with all such other  failures  would not have a Material
         Adverse Effect, and Holding Co and the Shareholders shall have received
         a certificate signed on behalf of Public Company by the chief executive
         officer of Public Company to the effect set forth in this paragraph.

                  B.  Performance  of  Obligations  of  Public  Company.  Public
         Company shall have performed in all material  respects all  obligations
         required to be performed by it under this  Agreement at or prior to the
         Closing.

                  C. Board  Representation.  At the  Closing  and  pursuant to a
         written  consent to action of the Board of Directors of Public Company,
         the Board of  Directors  (a) shall  appoint  Wang Xin,  Liu Yu and Wang
         Zhibin as  members  of the  Board of  Directors,  and (b) all  existing
         officers and directors shall resign as officers of Public Company.

                  D.  Opinion of  Counsel.  Holding Co shall  have  received  an
         opinion  dated as of the  Closing  from  Public  Company's  counsel  to
         Holding Co in form,  content and scope  satisfactory  to Holding Co and
         its counsel  with  respect to (i) the  incorporation  and  existence of
         Public  Company,  (ii) the  authorized  and  issued  capital  of Public
         Company, (iii) the due authorization,  execution and delivery by Public
         Company of this  Agreement,  (iv) the  validity of the  issuance of the
         Public Company Stock,  (v) and such other matters as counsel to Holding
         Co may reasonably request.

         5.3  Conditions to  Obligations  of Public  Company.  The obligation of
Public Company to effect the Exchange is further subject to the  satisfaction or
written waiver on or prior to Closing of the following conditions:

                  A.  Representations  and Warranties.  The  representations and
         warranties of the  Shareholders and Holding Co set forth in Section 3.1
         and 3.2, respectively, that are qualified as to materiality or Material
         Adverse  Effect shall be true and correct and the  representations  and
         warranties of the  Shareholders and Holding Co and the Shareholders set
         forth in Section 3.1 and 3.2  respectively,  that are not so  qualified
         shall be true and correct in all material respects,  in each case as of
         the Closing. In addition, all such representations and warranties shall


                                       12
<PAGE>

         be true and  correct  as of the  Closing,  except  to the  extent  such
         representation or warranty speaks of an earlier date (without regard to
         any  qualifications  for materiality or Material Adverse Effect) except
         to the extent that any such failure to be true and correct  (other than
         any such failure the effect of which is immaterial) individually and in
         the aggregate  with all such other  failures  would not have a Material
         Adverse  Effect,  and Public  Company shall have received a certificate
         signed on behalf of  Holding Co by the  president  of Holding Co to the
         effect set forth in this paragraph.

                  B.   Performance   of   Obligations  of  Holding  Co  and  the
         Shareholders.  Holding Co and the Shareholders  shall have performed in
         all material respects all obligations  required to be performed by them
         under this Agreement at or prior to the Closing.

                  C. Opinion of Counsel.  Public  Company shall have received an
         opinion of Holding Co's counsel that is  satisfactory to Public Company
         in both form and content.


         5.4  Frustration of Closing  Conditions.  None of Public  Company,  the
Shareholders or Holding Co may rely on the failure of any condition set forth in
Sections  5.1,  5.2 and 5.3, as the case may be, to be satisfied if such failure
was caused by such  party's  failure to use  reasonable  efforts to  commence or
complete the Exchange and the other transactions contemplated by this Agreement.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         6.1 Survival of  Representations  and  Warranties.  Except as otherwise
contemplated herein, the representations and warranties in this Agreement and in
any instrument  delivered  pursuant to this Agreement  shall survive the Closing
for a period of one year.

         6.2 Fees and  Expenses.  Each party  hereto  shall pay its own expenses
incident to preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.

         6.3  Definitions.  For  purposes  of  this  Agreement,  and  except  as
otherwise defined in this Agreement:

                  A.  "Affiliate"  of  any  person  means  another  person  that
         directly or indirectly,  through one or more intermediaries,  controls,
         is controlled by, or is under common control with, such first person;

                  B.  "Governmental   Entity"  means  any  domestic  or  foreign
         governmental agency or regulatory authority;

                  C.  "Knowledge"  means  actual  knowledge.  In  order  for  an
         individual to have Knowledge of a fact or matter,  the individual  must
         be  actually  aware of that  fact or  matter.  A  Person  who is not an
         individual  will be deemed to have  Knowledge of a  particular  fact or
         matter if any individual who is serving, or who has at any time served,
         as a director, officer, partner, executor or trustee of that Person (or
         in any similar  capacity)  has, or at any time had,  Knowledge  of that
         fact or matter.

                  D. "Liens" means, collectively,  all material pledges, claims,
         liens,  charges,   mortgages,   conditional  sale  or  title  retention
         agreements, hypothecations, collateral assignments, security interests,
         easements and other encumbrances of any kind or nature whatsoever;



                                       13
<PAGE>

                  E. "Material  Adverse Effect" with respect to any Person means
         an  event  that  has had or  would  reasonably  be  expected  to have a
         material adverse effect on the business, financial condition or results
         of operations of such Person and its subsidiaries taken as a whole;

                  F.  "Permit"   means   federal,   state,   local  and  foreign
         governmental   approvals,   authorizations,    certificates,   filings,
         franchises, licenses, notices, permits an rights; and

                  G. "Person"  means an  individual,  corporation,  partnership,
         joint venture, association, trust, unincorporated organization or other
         entity.

                  H. "Record" means  information that is inscribed on a tangible
         medium  or that is  stored  in an  electronic  or other  medium  and is
         retrievable in perceivable form.

                  I.  "Securities  Act"  means the  Securities  Act of 1933,  as
         amended.

                  J. "Securities Exchange Act" means the Securities Exchange Act
         of 1934, as amended.

         6.4  Usage.  In  this  Agreement,  unless  a clear  contrary  intention
appears:

                  A. the singular  number  includes  the plural  number and vice
         versa;

                  B. reference to any Person  includes such Person's  successors
         and assigns but, if applicable, only if such successors and assigns are
         not  prohibited  by this  Agreement,  and  reference  to a Person  in a
         particular  capacity  excludes  such  Person in any other  capacity  or
         individually;

                  C.  reference to any gender  includes each other gender or, in
         the case of an entity, the neuter;

                  D.  reference to any agreement,  document or instrument  means
         such  agreement,  document or  instrument as amended or modified and in
         effect  from time to time in  accordance  with the terms  thereof,  and
         shall  be  deemed  to  refer  as  well  to all  addenda,  exhibits  and
         schedules;

                  E. reference to a Section or Schedule, such reference shall be
         to a Section of, or a Schedule  to,  this  Agreement  unless  otherwise
         indicated

                  F.  reference to any law means such law as amended,  modified,
         codified,  replaced or  reenacted,  in whole or in part,  and in effect
         from  time  to  time,  including  rules  and  regulations   promulgated
         thereunder  and reference to any section or other  provision of any law
         means  that  provision  of such law  from  time to time in  effect  and
         constituting  the substantive  amendment,  modification,  codification,
         replacement or reenactment of such section or other provision;

                  G. the  table  of  contents  and  headings  contained  in this
         Agreement are for  reference  purposes only and shall not affect in any
         way the meaning or interpretation of this Agreement.

                  H. "hereunder", "hereof", "hereto" and words of similar import
         shall be deemed  references to this Agreement as a whole and not to any
         particular Article, Section or other provision thereof;



                                       14
<PAGE>

                  I. "including" (and with correlative  meaning "include") means
         including without limiting the generality of any description  preceding
         such term;

                  J. "or" is used in the inclusive sense of "and/or;" and

                  K. with  respect to the  determination  of any period of time,
         "from" means "from and including" and "to" means "to but excluding."

         6.5  Notices.  All  notices,   requests,   claims,  demands  and  other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given if delivered  personally or sent by overnight courier  (providing proof of
delivery) to the parties at the  following  addresses  (or at such other address
for a party as shall be specified by like notice):

                  A. if to Public Company prior to the Closing to:

                                    Darrell Lerner
                                    142 Mineola Avenue, Suite 2-D
                                    Roslyn Height, New York  11577
                                    Tel:  (516) 359-5619
                                    Fax: ____________________

                  B. if to Holding Co and to Public Company after the Closing to

                                    Wang Xin
                                    Suite 503, 5F, St. George's Building
                                    2 IceHouse Street
                                    Central, Hong Kong
                                    Tel: (86-10) 85613362
                                    Fax: (86-10) 85625665


         6.6  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts.

         6.7  Entire  Agreement;   Third-Party  Beneficiaries.   This  Agreement
constitutes  the entire  agreement,  and  supersedes  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter of this Agreement.  This Agreement is not intended to confer upon
any Person  other than the  parties  hereto  and the third  party  beneficiaries
referred  to in the  following  sentence,  any rights or  remedies.  The parties
hereto  expressly  intend the  provisions  of  Sections  4.1 and 4.2 to confer a
benefit  upon and be  enforceable  by,  as  third  party  beneficiaries  of this
Agreement,  the third  Persons  referred to in, or intended to be benefited  by,
such provisions.

         6.8 Governing Law. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED
IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF DELAWARE  REGARDLESS OF THE LAWS
THAT MIGHT  OTHERWISE  GOVERN UNDER  APPLICABLE  PRINCIPLES OF CONFLICTS OF LAWS
THEREOF.

         6.9 Assignment. Neither this Agreement nor any of the rights, interests
or obligations  under this Agreement shall be assigned,  in whole or in part, by
operation of law or otherwise  by any of the parties  without the prior  written
consent of the other parties,  and any such  assignment that is not consented to
shall be null and void. Subject to the preceding  sentence,  this Agreement will
be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.



                                       15
<PAGE>

         6.10 Enforcement. The parties agree that irreparable damage would occur
in the event that any of the  provisions of this Agreement were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  parties  shall be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  of this  Agreement in any court of the United  States
located in the State of Delaware,  this being in addition to any other remedy to
which they are entitled at law or in equity.

         6.11 Severability.  Whenever possible, each provision or portion of any
provision  of  this  Agreement  will be  interpreted  in  such  manner  as to be
effective and valid under  applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any respect under any applicable law or rule in any jurisdiction, so long as the
economic  or legal  substance  of the  transactions  contemplated  hereby is not
affected  in any  manner  materially  adverse  to any  party,  such  invalidity,
illegality or unenforceability will not affect any other provision or portion of
any  provision  in such  jurisdiction,  and  this  Agreement  will be  reformed,
construed  and  enforced in such  jurisdiction  as if such  invalid,  illegal or
unenforceable  provision or portion of any  provision  had never been  contained
herein.


                                   Signatures

         To evidence the binding effect of the foregoing  terms and  conditions,
Public Company,  Holding Co and the Shareholders have executed this Agreement to
be effective as of the Effective Date.

                                              UNITED FIRST INTERNATIONAL LIMITED


                                              By: /s/ Wang Xin
                                                 -------------------------------
                                                 Wang Xin,
                                                 Executive Director and CEO


                                              UNIVERSAL FLIRTS CORP


                                              By: /s/ Darrell Lerner
                                                 -------------------------------
                                                 Darrell Lerner,
                                                 President


                                              SHAREHOLDERS


                                              By: /s/ Wang Xin
                                                 -------------------------------
                                                 Wang Xin


                                              By: /s/ Liu Yu
                                                 -------------------------------
                                                 Liu Yu

                                              By: /s/ Zhibin
                                                 -------------------------------
                                                 Wang Zhibin






                                       16
<PAGE>
<TABLE>
<CAPTION>

                                   EXHIBIT 1.2

                     CAPITALIZATION OF UNIVERSAL FLIRTS CORP



----------------------------------------------- ---------------------------------------------------
                      Pre-Exchange                                   Post-Exchange
               Number of Shares of Common                     Number of Shares of Common
                Capital Stock Issued and                       Capital Stock Issued and
                      Outstanding                                    Outstanding

----------------------------------------------- ---------------------------------------------------
<S>                   <C>          <C>                    <C>          <C>           <C>
                      Number of    % Ownership                         Number of     % Ownership
         Name           Shares                            Name           Shares


Public Stockholders   14,756,000       100      Public Stockholders    14,756,000       49.59
                      ==========
                                                Wang Xin                3,000,000       10.09
                                                Liu Yu                  6,000,000       20.16
                                                Wang Zhibin             6,000,000       20.16




Total:                14,756,000       100      Total:                 29,756,000        100
----------------------------------------------- ---------------------------------------------------
</TABLE>











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