EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT


     THIS STOCK  PURCHASE  AGREEMENT is entered into as of the 16th day of June,
2004 (the "Agreement"), by and among Christina M. Strauch, Michael K. Hair, P.C.
and Robert H. Korndorffer, (collectively, the "Sellers) who are all stockholders
of Rim Holdings,  Inc., a Nevada  corporation (the "Company"),  on the one hand,
and Best  Development  Company,  Ltd., a British  Virgin  Islands  international
business  company (the "Buyer") on the other hand. Each of Christina M. Strauch,
Michael K. Hair, P.C., Robert H. Korndorffer and the Buyer is referred to herein
as a "Party," and they are referred to collectively as "Parties." The Company is
party to this Agreement solely for the purpose of making certain representations
and warranties.

                              W I T N E S S E T H:

     WHEREAS,  the Sellers  collectively own and wish to sell to Buyer 8,888,224
shares (the  "Shares")  of the common stock of the  Company,  which  constitutes
50.1% of the total outstanding  shares of common stock of the Company (after the
redemption of 1,000,000  shares of common stock owned by Christina M.  Strauch),
and Buyer wishes to purchase from the Sellers the Shares (the "Sale");

     WHEREAS, the Sellers will, upon closing of this transaction, contribute all
of the  proceeds  of the sale of the  Shares  to the  Company  in order  for the
Company to payoff all of its liabilities in exchange for promissory  notes,  the
form of which is set forth herein as Exhibit "A" (the "Promissory Notes").

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
representations,  warranties and agreements set forth herein, the Parties hereto
agree as follows:

                                    ARTICLE I

                               PURCHASE OF SHARES

     1.1 INCORPORATION OF RECITALS.  The provisions and recitals set forth above
are hereby referred to and incorporated herein and made a part of this Agreement
by reference.

     1.2  PURCHASE  OF  SHARES.  Subject  to the  terms and  conditions  of this
Agreement and the Escrow Agreement, on the Closing Date (as hereinafter defined)
Buyer shall  purchase  8,888,224  shares of the common  stock of the Company and
each of the Sellers shall sell to Buyer as follows:

          (a)  Christina  M.  Strauch  shall sell to Buyer  3,993,700  shares of
common stock of the Company;

          (b)  Robert H.  Korndorffer  shall sell to Buyer  1,126,300  shares of
common stock of the Company; and

          (c)  Michael K. Hair,  P.C.  shall sell to Buyer  3,768,224  shares of
common stock of the Company.


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     1.3  CLOSING.  The Closing  shall take place no later than 3 days after the
date of this  Agreement  (the  "Closing  Date").  Prior to the Closing  Date, in
addition to the delivers set forth in Article V hereof,  (a) Buyer shall deposit
$225,000  in the  account  of  the  Escrow  Agent  as set  forth  in the  Escrow
Agreement,  a form of which is  attached  hereto  as  Exhibit  "B" (the  "Escrow
Agreement");  (b) Sellers shall deliver to the Escrow Agent stock certificate(s)
evidencing 8,888,224 shares of the Company's common stock, constituting at least
50.1%  (after  the  redemption  of  1,000,000  shares of common  stock  owned by
Christina M. Strauch) of the then  outstanding  shares of the  Company's  common
stock in the name of the Buyer and/or its designees (the "Shares  Certificate");
and (c) Sellers shall handover the management rights of the Company to the Buyer
in terms of all documents (minutes, resolutions, agreements and contracts), bank
accounts, check books, common seals, memorandum and articles and amendments, and
so forth.  On the  Closing  Date,  the Escrow  Agent shall  transfer  the Shares
Certificate  to Buyer per Buyer's  instructions  and shall deposit the $225,000,
less wire transfer fees, as set forth in the Escrow Agreement.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  Company  represents  and  warrants  to Buyer that now and/or as of the
Closing:

     2.1  DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES; DUE AUTHORIZATION.

          (a) The Company is a corporation duly  incorporated,  validly existing
and in good standing under the laws of its jurisdiction of formation,  with full
corporate power and authority to own, lease and operate its respective  business
and properties and to carry on its respective  business in the places and in the
manner as  presently  conducted.  The  Company is in good  standing as a foreign
corporation  in each  jurisdiction  in which  the  properties  owned,  leased or
operated,  or the business conducted,  by it requires such qualification  except
for any  failure,  which when taken  together  with all other  failures,  is not
likely to have a material  adverse effect on the business of the Company,  taken
as a whole.

          (b)  Except for shares of Rimmer Computer,  Inc., the Company does not
have,  and has  never  had,  any  subsidiaries  and does not  own,  directly  or
indirectly,  any capital  stock,  equity or interest in any  corporation,  firm,
partnership, joint venture or other entity.

          (c)  The Company has all  requisite  corporate  power and authority to
execute  and  deliver  this  Agreement,   and  to  consummate  the  transactions
contemplated  hereby and  thereby.  The Company has taken all  corporate  action
necessary for the execution and delivery of this Agreement and the  consummation
of the  transactions  contemplated  hereby,  and this Agreement  constitutes the
valid and binding obligation of the Company,  enforceable against the Company in
accordance with its respective  terms,  except as may be affected by bankruptcy,
insolvency,  moratoria  or other  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  subject  to  the   qualification   that  the
availability  of equitable  remedies is subject to the  discretion  of the court
before  which any  proceeding  therefore  may be brought.  This  Agreement,  the
Actions, and the transactions contemplated hereby have been unanimously approved
by the Board of Directors of the Company and by the holders of a majority of the
outstanding shares of Common Stock of the Company.

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     2.2  NO CONFLICTS OR DEFAULTS. The execution and delivery of this Agreement
by the Company and the consummation of the transactions  contemplated  hereby do
not and shall not (a) contravene the Certificate of  Incorporation or By-laws of
the  Company or (b) with or without  the giving of notice or the passage of time
(i) violate,  conflict  with,  or result in a breach of, or a default or loss of
rights under, any material  covenant,  agreement,  mortgage,  indenture,  lease,
instrument,  permit or license  to which the  Company is a party or by which the
Company  is  bound,  or any  judgment,  order or  decree,  or any  law,  rule or
regulation  to which the Company is subject,  (ii) result in the creation of, or
give any party the right to create, any lien,  charge,  encumbrance or any other
right or adverse interest ("Liens") upon any of the assets of the Company, (iii)
terminate or give any party the right to terminate,  amend, abandon or refuse to
perform, any material agreement,  arrangement or commitment to which the Company
is a party or by which the  Company's  assets are bound,  or (iv)  accelerate or
modify,  or give any party the right to  accelerate  or modify,  the time within
which,  or the terms  under  which,  the  Company  is to  perform  any duties or
obligations  or receive any rights or  benefits  under any  material  agreement,
arrangement or commitment to which it is a party.

     2.3  CAPITALIZATION.  The authorized  capital stock of the Company,  on the
Closing Date, shall be 10,000,000  shares of preferred  stock,  none of which is
outstanding,  and 20,000,000 shares of Common Stock, par value $0.001 per share,
of which  18,740,967  (the "Company  Shares")  shares are as of the date hereof,
issued and  outstanding.  The  Company has no issued and  outstanding  shares of
preferred stock. All of the Company Shares are duly authorized,  validly issued,
fully  paid and  nonassessable,  and have not been  issued in  violation  of any
preemptive right of  stockholders.  The Company Shares are not, and those shares
of Common  Stock when issued in  accordance  with the terms  hereof will not be,
subject to any preemptive or subscription  right. There is no outstanding voting
trust  agreement or other contract,  agreement,  arrangement,  option,  warrant,
call,  commitment  or other right of any  character  obligating or entitling the
Company to issue, sell, redeem or repurchase any of its securities, and there is
no outstanding  security of any kind  convertible  into or exchangeable  for the
common stock of the Company,  nor has the Company,  or any of its agents  orally
agreed to issue any of the foregoing, other than the Promissory Notes. There are
no  declared  or  accrued  unpaid  dividends  with  respect to any shares of the
Company's common stock.  There are no agreements,  written or oral,  between the
Company and any of their shareholders or among any Company shareholders relating
to the  acquisition  (including  without  limitation  rights of first refusal or
preemptive rights), or disposition,  or registration under the Securities Act or
voting of the capital stock of the Company.  There are no outstanding  shares of
Company  Common  Stock that are  subject to  vesting.  The  Company has no other
capital stock authorized, issued or outstanding.

     2.4  FINANCIAL STATEMENTS.

          (a)  SEC  DOCUMENTS.   The  Company  hereby  makes  reference  to  the
following  documents  filed  with the  United  States  Securities  and  Exchange
Commission   (the  "SEC"),   as  posted  on  the  SEC's  website,   WWW.SEC.GOV:
(collectively,  the "SEC  Documents"):  (a) Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2003,  2002, 2001 and 2000; (b) General Form For
Registration  of Securities Of Small Business  Issuers on Form 10-SB12G as filed
on July 17, 2000, and all amendments thereto;  and (c) Quarterly Reports on Form
10-QSB for the periods ended December 31, 2000,  2001, 2002 and 2003,  March 31,

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2001,  2002, 2003 and 2004, and July 31, 2001, 2002 and 2003, and all amendments
thereto.  The SEC Documents constitute all of the documents and reports that the
Company was  required to file with the SEC pursuant to the  Securities  Exchange
Act  of  1934  ("Exchange  Act")  and  the  rules  and  regulations  promulgated
thereunder by the SEC since the  effectiveness  of the  Company's  Form 10-SB12G
filed on July 17, 2000, as amended. The financial statements included in the SEC
Documents  include  copies of the balance sheets of the Company at September 30,
2002 and 2003, and the related  statements of operations and stockholders'  cash
flows for the fiscal years then ended,  including the notes thereto,  as audited
by Gary  Hirth,  CPA,  independent  accountants,  and the  balance  sheet of the
Company  at  March  31,  2004  and the  related  statements  of  operations  and
stockholders'  cash flows for the  six-month  period then ended  prepared by the
Company's  management (all such statements being referred to collectively as the
"Company Existing  Financial  Statements").  All the Company Existing  Financial
Statements,  together with the notes  thereto,  have been prepared in accordance
with U.S. generally accepted accounting principles applied on a basis consistent
throughout all periods presented.  These Company Existing  Financial  Statements
present fairly the financial position of the Company as of the dates and for the
periods  indicated.  The books of  account  and other  financial  records of the
Company have been maintained in accordance with good business practices.

          (b)  Since  the  date  of  the  latest  Company   Existing   Financial
Statements  (the "Most Recent Date"),  except as set forth in SCHEDULE 2.4 there
has been no material  adverse change in the  condition,  financial or otherwise,
net worth,  prospects or results of operations of the Company.  Without limiting
the foregoing, since the Most Recent Date:

               (i)  the Company has not sold,  leased,  transferred  or assigned
any of their assets,  tangible or intangible,  other than in the ordinary course
of business;

               (ii) the Company has not entered  into any  agreement,  contract,
commitment,  lease or  license  (or  series of  related  agreements,  contracts,
commitments, leases and licenses);

               (iii) no  party  (including   the   Company)   has   accelerated,
terminated,  modified or canceled any agreement,  contract, lease or license (or
series of  related  agreements,  contracts,  leases and  licenses)  to which the
Company is a Party or by which the Company or its assets are bound;

               (iv) the Company has not made any capital  expenditure (or series
of related capital expenditures) of whatever nature;

               (v)  the  Company has not made any  capital  investments  in, any
loans to, or any  acquisitions  of the  securities or assets of any other Person
(or a series of related capital investments, loans and acquisitions);

               (vi) the  Company  has not issued any notes,  bonds or other debt
securities,  or created,  incurred,  assumed or guaranteed any  indebtedness for
borrowed money or capitalized lease obligation;

               (vii) the Company  has  not  canceled,   compromised,  waived  or
released any right or claim (or series of related rights and claims);

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               (viii) the Company has not made any loans to, or entered into any
other  transactions  with,  any of  their  respective  directors,  officers,  or
employees; and

               (ix) the Company has committed to do any of the foregoing.

     2.5  FURTHER FINANCIAL MATTERS. The Company does not have any (a) assets of
any kind or (b)  liabilities  or  obligations,  whether  secured  or  unsecured,
accrued,  determined,   absolute  or  contingent,   asserted  or  unasserted  or
otherwise,  which are required to be reflected or reserved in a balance sheet or
the notes thereto under generally accepted accounting principles,  and which are
not reflected in the Company Financial Statements.

     2.6  TAXES. The Company has filed all United States federal, state, county,
local and foreign, national, provincial and local returns and reports which were
required  to be filed on or prior to the  Closing  Date hereof in respect of all
income,   withholding,   franchise,   payroll,  excise,  property,  sales,  use,
value-added or other taxes or levies, imposts,  duties, license and registration
fees, charges,  assessments or withholdings of any nature whatsoever  (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have  become due  pursuant  to such  returns or reports or pursuant to any
assessment  which has become  payable,  or, to the extent its  liability for any
Taxes  (and any  related  penalties,  fines  and  interest)  has not been  fully
discharged,  the same have been  properly  reflected as a liability on the books
and  records  of  the  Company  and  adequate   reserves   therefore  have  been
established.  All such returns and reports  filed on or prior to the date hereof
have been  properly  prepared  and are true,  correct  (and to the  extent  such
returns  reflect  judgments  made by the  Company,  as the  case  may  be,  such
judgments were reasonable under the  circumstances) and complete in all material
respects.  The  amount  shown on the  Company's  most  recent  balance  sheet as
provision for taxes is  sufficient  in all material  respects to pay all accrued
and unpaid federal, state, local and foreign taxes for the period then ended and
all prior periods. No tax return or tax return liability of the Company has been
audited or,  presently under audit.  The Company has not given or been requested
to give  waivers of any  statute of  limitations  relating to the payment of any
Taxes  (or any  related  penalties,  fines  and  interest).  There are no claims
pending or, to the knowledge of the Company, threatened, against the Company for
past due Taxes. All payments for withholding taxes,  unemployment  insurance and
other  amounts  required to be paid for periods  prior to the date hereof to any
governmental  authority  in respect of  employment  obligations  of the Company,
including, without limitation, amounts payable pursuant to the Federal Insurance
Contributions Act, have been paid or shall be paid prior to the Closing and have
been duly  provided  for on the  books and  records  of the  Company  and in the
Financial Statements.  The Company's  subsidiary,  Rimmer Computer has a federal
and a state tax lien for back  taxes.  All such  amounts and  penalties  are set
forth in the Company's balance sheet.

     2.7  INDEBTEDNESS; CONTRACTS; NO DEFAULTS.

          (a)  Except for the Promissory  Notes, the Company has no instruments,
agreements,    indentures,    mortgages,    guarantees,    notes,   commitments,
accommodations,  letters  of credit  or other  arrangements  or  understandings,
whether  written or oral, to which the Company is a party,  all of which will be
extinguished shortly after the Closing.

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          (b)  Neither the Company,  nor, to the Company's knowledge,  any other
person or entity is in breach,  or in  default  under any  contract,  agreement,
arrangement, commitment or plan to which the Company is a party, and no event or
action has occurred,  is pending or is  threatened,  which,  after the giving of
notice,  passage  of time or  otherwise,  would  constitute  or result in such a
breach or default by the Company or, to the knowledge of the Company,  any other
person or entity.  The Company has not received any notice of default  under any
contract,  agreement,  arrangement,  commitment  or plan to which it is a party,
which default has not been cured to the  satisfaction of, or duly waived by, the
party claiming such default on or before the date hereof.

     2.8  REAL  PROPERTY.  The Company does not own or lease any real  property.
The  Company's  subsidiary,   Rimmer  Computer  leases  real  property  for  its
operations.

     2.9  COMPLIANCE.

          (a)  The Company is not conducting its respective  business or affairs
in violation of any applicable  federal,  state or local law,  ordinance,  rule,
regulation, court or administrative order, decree or process, or any requirement
of insurance  carriers.  The Company has not received any notice of violation or
claimed violation of any such law, ordinance,  rule, regulation,  order, decree,
process or requirement.

          (b)  The Company is in compliance with all applicable federal,  state,
local and foreign laws and regulations.  There are no claims, notices,  actions,
suits,  hearings,  investigations,  inquiries or proceedings  pending or, to the
knowledge of the Company,  threatened against the Company, and there are no past
or present  conditions that the Company has reason to believe are likely to give
rise to any material  liability or other  obligations  of the Company  under any
circumstances.

     2.10 PERMITS AND LICENSES.  The Company has all  certificates of occupancy,
rights,  permits,  certificates,   licenses,  franchises,  approvals  and  other
authorizations  as are reasonably  necessary to conduct its respective  business
and to own, lease,  use, operate and occupy its assets, at the places and in the
manner now conducted  and operated,  except those the absence of which would not
materially  adversely  affect  its  respective  business.  The  Company  has not
received any written or oral notice or claim pertaining to the failure to obtain
any  material  permit,  certificate,  license,  approval or other  authorization
required by any federal,  state or local agency or other  regulatory  body,  the
failure of which to obtain would materially and adversely affect its business.

     2.11 LITIGATION.

          (a)  There is no claim, dispute, action, suit, inquiry,  proceeding or
investigation pending or, to the knowledge of the Company,  threatened,  against
or  affecting  the  business of the  Company,  or  challenging  the  validity or
propriety  of the  transactions  contemplated  by this  Agreement,  at law or in
equity or  admiralty  or before  any  federal,  state,  local,  foreign or other
governmental authority,  board, agency,  commission or instrumentality,  nor has
any such claim, dispute,  action, suit, proceeding or investigation been pending
or threatened, during the 12 month period preceding the date hereof;

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          (b)  There  is  no  outstanding   judgment,   order,   writ,   ruling,
injunction,  stipulation or decree of any court,  arbitrator or federal,  state,
local, foreign or other governmental  authority,  board,  agency,  commission or
instrumentality, against or affecting the business of the Company; and

          (c)  The Company has not received  any written or verbal  inquiry from
any federal,  state,  local,  foreign or other  governmental  authority,  board,
agency,  commission or instrumentality  concerning the possible violation of any
law, rule or regulation or any matter disclosed in respect of its business.

     2.12 INSURANCE.  The  Company  does  not  currently  maintain  any  form of
insurance.  The Company's subsidiary,  Rimmer Computer carries insurance that is
customary for its type of operations.

     2.13 CERTIFICATE OF INCORPORATION AND BY-LAWS;  MINUTE BOOKS. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
the Company,  and all  amendments to each are true,  correct and  complete.  The
minute books of the Company  contain  true and complete  records of all meetings
and consents in lieu of meetings of their respective Board of Directors (and any
committees  thereof),  or  similar  governing  bodies,  since  the time of their
respective  organization.  The stock books of the Company are true,  correct and
complete.

     2.14 EMPLOYEE  BENEFIT  PLANS.  The Company does not maintain,  nor has the
Company  maintained  in the past,  any  employee  benefit  plans ("as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")),  or  any  plans,  programs,  policies,  practices,  arrangements  or
contracts  (whether  group or  individual)  providing for payments,  benefits or
reimbursements   to   employees  of  the  Company,   former   employees,   their
beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
the Company,  any entity  required to be  aggregated  in a  controlled  group or
affiliated  service group with the Company for purposes of ERISA or the Internal
Revenue Code of 1986 (the "Code") (including,  without limitation, under Section
414(b),  (c), (m) or (o) of the Code or Section  4001 of ERISA,  at any relevant
time ("Benefit Plans").

     2.15 PATENTS; TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS. The Company does
not  own or  possess  any  patents,  trademarks,  service  marks,  trade  names,
copyrights,  trade  secrets,  licenses,  information,  Internet  web  site(s) or
proprietary  rights of any nature. The business conducted by the Company has not
and will not cause the  Company  to  infringe  or  violate  any of the  patents,
trademarks, service marks, trade names, copyrights,  mask-works, licenses, trade
secrets,  processes, data, know-how or other intellectual property rights of any
other Person.

     2.16 BROKERS.  The Company has not agreed to or incurred any  obligation or
other  liability that could be claimed  against the Company,  Seller or Buyer or
any other person for any finder's fee, brokerage commission or similar payment.

     2.17 AFFILIATE  TRANSACTIONS.  Other than the Promissory Notes, neither the
Company  nor any  officer,  director  or  employee of the Company (or any of the
relatives or Affiliates of any of the aforementioned  Persons) is a party to any
agreement, contract, commitment or transaction with the Company or affecting the

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business of the Company,  or has any  interest in any  property,  whether  real,
personal or mixed,  or  tangible  or  intangible,  used in or  necessary  to the
Company which will subject the Company to any  liability or obligation  from and
after the Closing Date.

     2.18 TRADING.  The Company Common Stock is currently  listed for trading on
the OTC Bulletin Board (the "Bulletin Board"),  and the Company has not received
any notices that its common stock is subject to being delisted therefrom.

     2.19 COMPLIANCE.  The Company has  complied  with the  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and the
Securities Act of 1933, as amended (the "Securities Act"), and is current in its
filings under the Exchange Act and the Securities Act.

     2.20 FILINGS. To the knowledge of the Company,  none of the filings made by
the  Company  under  the  Securities  Act or the  Exchange  Act make any  untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made, not misleading.

     2.21 CONSENTS. No consent,  waiver, approval, order or authorization of, or
registration,  declaration or filing with, any court,  administrative  agency or
commission or other federal,  state, county, local or other foreign governmental
authority,  instrumentality,  agency or  commission  ("Governmental  Entity") is
required by or with respect to the Company in connection  with the execution and
delivery of this Agreement and any related  agreements to which the Company is a
party or the consummation of the transactions  contemplated  hereby and thereby,
except  for  such  consents,   waivers,   approvals,   orders,   authorizations,
registrations,  declarations  and  filings as may be required  under  applicable
securities laws.

     2.22 SCHEDULES. All lists or other statements, information or documents set
forth in,  attached  to any  Schedule  provided  pursuant to this  Agreement  or
delivered  hereunder shall be deemed to be representations and warranties by the
Company with the same force and effect as if such lists, statements, information
and  documents  were set forth  herein.  Any list,  statement,  document  or any
information  set forth in,  attached to any Schedule  provided  pursuant to this
Agreement or delivered  hereunder  shall not be deemed to constitute  disclosure
for any other Schedule provided pursuant to this Agreement unless specific cross
reference is made and shall survive after closing.

     2.23 ENVIRONMENTAL  MATTERS.  The  Company  has  never:  (i)  operated  any
underground  storage  tanks at any  property  that the  Company  has at any time
owned,  operated,  occupied or leased;  or (ii) illegally  released any material
amount of any substance that has been designated by any  Governmental  Entity or
by applicable foreign,  federal,  state, or local law to be radioactive,  toxic,
hazardous or otherwise a danger to health or the environment, including, without
limitation, PCBs, asbestos,  petroleum, and urea-formaldehyde and all substances
listed as  hazardous  substances  pursuant  to the  Comprehensive  Environmental
Response,  Compensation,  and Liability Act of 1980, as amended, or defined as a
hazardous waste pursuant to the United States Resource Conservation and Recovery
Act of 1976, as amended, and the regulations promulgated pursuant to said laws),
but excluding office and janitorial supplies properly and safely maintained.

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     2.24 REPRESENTATIONS AND WARRANTIES.  The representations and warranties of
the Company  included in this  Agreement  and any list,  statement,  document or
information  set forth in,  attached to any Schedule  provided  pursuant to this
Agreement or delivered hereunder, are true and complete in all material respects
and do not contain any untrue  statement  of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
contained therein not misleading,  under the circumstance  under which they were
made and shall survive after closing as set forth herein.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Each of the Sellers  represents and warrants to the Company that now and/or
as of the Closing:

     3.1  AUTHORITY  RELATIVE  TO THIS  AGREEMENT.  Each of the  Sellers has the
requisite  power  and/or  authority to enter into this  Agreement  and carry out
his/her obligations hereunder. This Agreement has been duly and validly executed
and  delivered  by each of the  Sellers  and  constitutes  a valid  and  binding
obligation of each of the Sellers,  enforceable  in  accordance  with its terms,
except as such  enforcement  may be limited by  bankruptcy,  insolvency or other
similar laws  affecting the  enforcement  of creditors'  rights  generally or by
general principles of equity.

     3.2  OWNERSHIP  AND TITLE OF SHARES  SOLD.  Each of the  Sellers  represent
respectively that:

          (a)  Each of Christina M. Strauch, Robert H. Kordorffer and Michael K.
Hair owns  4,993,700,  1,126,300  and  4,667,872  shares,  respectively,  of the
Company's common stock.

          (b)  As of the Closing  Date,  each of the  Sellers  will own and will
have good and marketable  title to, and sole record and legal  ownership of, the
Shares,  free  and  clear of any and all  liens,  security  interests,  pledges,
mortgages, charges, limitations, claims, restrictions,  rights of first refusal,
rights of first offer,  rights of first negotiation or other encumbrances of any
kind or nature whatsoever (collectively, "Encumbrances").

          (c)  Upon consummation of the Closing,  without exception,  Buyer will
acquire from Seller legal and  beneficial  ownership of, and good and marketable
title to the Shares to be sold to Buyer by each of the  Sellers,  free and clear
of all Encumbrances.

          3.3  NO  CONFLICTS  OR DEFAULTS.  The  execution  and delivery of this
Agreement  by,  each of the  Sellers and the  consummation  of the  transactions
contemplated hereby do not and shall not with or without the giving of notice or
the  passage of time,  violate,  conflict  with,  or result in a breach of, or a
default or loss of rights under,  any material  covenant,  agreement,  mortgage,
indenture, lease, instrument, permit or license to which Seller is a party or by
which the Sellers are bound.


                                       9
<PAGE>

                                   ARTICLE IV

                                 INDEMNIFICATION

     4.1  INDEMNITY BY THE COMPANY AND CHRISTINA M. STRAUCH.

          (a)  The Company and Christina M.  Strauch,  an  individual,  agree to
defend,  indemnify and hold harmless the Buyer or and their respective officers,
directors, shareholders,  attorneys and other agents ("Indemnitiees"),  from and
against, and to reimburse,  the Indemnitiees,  with respect to, all liabilities,
losses, costs and expenses, including, without limitation, reasonable attorneys'
fees and disbursements  (collectively the "Losses") asserted against or incurred
by each or any of them by reason of, arising out of, or in connection  with: (i)
any  liabilities  of the  Company  which have not been  disclosed  or  otherwise
reflected in this Agreement or in any document or certificate delivered by or on
behalf  of the  Company  pursuant  to the  provisions  of this  Agreement  or in
connection  with the  transactions  contemplated  thereby  arising  out of facts
existing  prior  to or as of  the  Closing;  (ii)  any  material  breach  of any
representation  or warranty  contained  in this  Agreement or in any document or
certificate  delivered by or on behalf of the Company;  (iii) any  fraudulent or
negligent  acts or statements  made by the Company to Buyer in  connection  with
this Agreement or in connection with the transactions  contemplated thereby; and
(iv) any  failure by the  Company to perform  any of its  respective  covenants,
agreements, or obligations in this Agreement or any related document.

          (b)  No  indemnification  payments pursuant to this Agreement shall be
made by the Company or Christina M. Strauch to:

               (i)  indemnify or advance costs to an Indemnitee  with respect to
proceedings  initiated or brought voluntarily by an Indemnitee and not by way of
defense,  except with respect to  proceedings  brought to establish or enforce a
right to  indemnification  under this  Agreement or any other  statute or law or
otherwise as required under applicable law;

               (ii) indemnify  an  Indemnitee  for any costs  resulting  from an
Indemnitee's  conduct  which  is  finally  adjudged  by  a  court  of  competent
jurisdiction  to  have  been  willful  misconduct  or  knowingly  fraudulent  or
deliberately  dishonest or to have resulted in an improper  personal  benefit in
money, property or services to the Indemnitee; or

               (iii) indemnify  an   Indemnitee   if  a   court   of   competent
jurisdiction shall finally determine that such payment is unlawful.

     4.2  INDEMNIFICATION PROCEDURE.

          (a)  A Party (an "Indemnified  Party") seeking  indemnification  shall
give prompt written notice to the other Party (the "Indemnifying  Party") of any
claim for  indemnification  arising  under  this  Article  4.  After the  notice
required  by Article 4, if the  Indemnifying  Party  undertakes  to use his best
endeavors  to  defend  any such  claim,  then the  Indemnifying  Party  shall be
entitled, if it so elects, to take control of the defense and investigation with
respect to such claim and to employ  and engage  attorneys  of its own choice to
handle and defend the same, at the  Indemnifying  Party's  reasonable cost, risk
and expense,  upon written  notice to the  Indemnified  Party of such  election,
which  notice  acknowledges  the  Indemnifying  Party's  obligation  to  provide

                                       10
<PAGE>

indemnification   hereunder.   The  Indemnifying  Party  shall  not  settle  any
third-party  claim that is the  subject  of  indemnification  without  the prior
written  consent  of  the  Indemnified   Party,   which  consent  shall  not  be
unreasonably withheld or delayed; provided, however, that the Indemnifying Party
may settle a claim without the  Indemnified  Party's  consent if such settlement
(i) makes no admission or  acknowledgment  of any liability or culpability  with
respect to the  Indemnified  Party,  (ii)  includes  a  complete  release of the
Indemnified  Party and (iii) does not require the Indemnified  Party to make any
payment or forego or take any action.  The Indemnified  Party shall cooperate in
all  reasonable  respects with the  Indemnifying  Party and its attorneys in the
investigation,  trial and defense of any lawsuit or action with  respect to such
claim and any appeal arising therefrom  (including the filing in the Indemnified
Party's name of appropriate  cross claims and  counter-claims).  The Indemnified
Party may, at its own cost, participate in any investigation,  trial and defense
of such lawsuit or action  controlled by the  Indemnifying  Party and any appeal
arising therefrom.

          (b)  If, after  receipt of a claim  notice  pursuant to Article 4, the
Indemnifying  Party does not undertake to defend any such claim, the Indemnified
Party may, but shall have no obligation  to,  contest any lawsuit or action with
respect to such claim and the  Indemnifying  Party  shall be bound by the result
obtained  with respect  thereto by the  Indemnified  Party  (including,  without
limitation,  the  settlement  thereof  without the prior written  consent of the
Indemnifying  Party).  If there are one or more legal defenses  available to the
Indemnified Party that conflict with those available to the Indemnifying  Party,
the Indemnified  Party shall have the right to assume the defense of the lawsuit
or action;  provided,  however,  that the Indemnified  Party may not settle such
lawsuit or action without the prior written consent of the  Indemnifying  Party,
which consent shall not be unreasonably withheld or delayed.

          (c)  At any time after the  commencement  of defense of any lawsuit or
action,  the  Indemnifying  Party may request the Indemnified  Party to agree in
writing to the  abandonment  of such contest or to the payment or  compromise in
full settlement by the Indemnifying  Party of such claim,  whereupon such action
shall be taken unless the Indemnified  Party  determines that the contest should
be continued and so notifies the Indemnifying Party in writing within 15 days of
such request from the  Indemnifying  Party. If the Indemnified  Party determines
that the contest  should be continued,  the  Indemnifying  Party shall be liable
hereunder  only to the extent of the  lesser of (i) the  amount  which the other
party(ies) to the contested  claim had agreed to accept in payment or compromise
as of the  time  the  Indemnifying  Party  made  its  request  therefore  to the
Indemnified  Party or (ii) such amount for which the  Indemnifying  Party may be
liable with respect to such claim by reason of the provisions hereof.


                                    ARTICLE V

                                   DELIVERIES

     5.1  ITEMS TO BE  DELIVERED  TO BUYER  PRIOR  TO OR AT THE  CLOSING  BY THE
SELLER OR THE COMPANY.

          (a)  Full and complete  responses to the due diligence request list of
Buyer including but not limited to the following:

                                       11
<PAGE>

               (i)  articles of incorporation  and amendments  thereto,  by-laws
and amendments  thereto,  certificate of good standing in the Company's state of
incorporation;

               (ii) all minutes and resolutions of the board of directors and of
the shareholders (and meetings of shareholders) in possession of the Company;

               (iii) shareholder list of the Company;

               (iv) all  financial  statements  and tax returns in possession of
the Company;

               (v)  all applicable schedules hereto;

          (b)  Letters of resignation  from the Company's  current  officers and
directors to be effective  upon Closing and  confirming  that they have no claim
against  the  Company  in  respect of any  outstanding  remuneration  or fees of
whatever  nature  to be  effective  upon  closing  and  after  the  appointments
described in this section;

          (c)  Any other document reasonably requested by Buyer that Buyer deems
necessary for the consummation of this transaction

          (d)  A  copy  of  the  Redemption  Agreement  evidencing  that  Rimmer
Computer, Inc., the wholly-owned Company subsidiary ("Rimmer"),  will be sold to
Christina  M. Strauch for no less than  1,000,000  shares of the common stock of
the Company.

          (e)  An   Agreement  of   Indemnification   by  Christina  M.  Strauch
personally  indemnifying Buyer for the Company's warranty and covenant that, all
of the debts and liabilities owed by the Company shall be paid off.

          5.2  ITEMS TO BE  DELIVERED  TO THE SELLERS  PRIOR TO OR AT CLOSING BY
BUYER.

               (a)  All applicable exhibits and schedules hereto;

               (b)  Financial  statements of Starway  Management Ltd., a British
Virgin Islands corporation ("Starway");

               (c)  any other document reasonably  requested by the Sellers that
it deems necessary for the consummation of this transaction.


                                   ARTICLE VI

                                    COVENANTS

     6.1  SELLER COVENANTS.

          (a)  Sellers shall  contribute  all of the proceeds of the sale of the
Shares to the Company in exchange for the  Promissory  Notes and shall cause the
Company  to  pay  off  all  of  the  Company  and  its  subsidiaries'outstanding
liabilities.

                                       12
<PAGE>

          (b)  Christina M.  Strauch and Robert H.  Kordorffer  shall  cooperate
with the designees of Buyer with:  (i) filing the necessary  documents  with the
SEC and the  Nevada  Secretary  of State in order to  effect a 1 for 20  reverse
stock  split of the common  stock of the  Company and to effect a name change as
determined by the Buyer;  (ii) appoint  designees of the Buyer as members of the
board of  directors  or officers  of the  Company  and to  promptly  resign when
requested  by the Buyer as a member of the board of  directors or officer of the
Company; (iii) the purchase by the Company of the shares of Starway.

          (c)  Sellers  shall assist in any way to ensure that the shares of the
Company's  common  stock  shall  continue  to be listed on the  Over-the-Counter
Bulletin Board, and to notify the Buyer if the Company receives any notification
(either oral or written) materially adversely effecting such status.

          (d)  Christina  M.  Strauch  covenants  to sell  back  to the  Company
1,000,000  shares of the Company's common stock in exchange for all of the stock
of the Company's  subsidiary,  Rimmer  Computer and the assumption of all of the
liabilities of Rimmer Computer.

     6.2  BUYER COVENANTS.

          (a)  Buyer  shall  cooperate  with the  Company and the Sellers in the
purchase by the Company of the shares of Starway.

     6.3  COMPANY  COVENANTS.  During the period from the date of this Agreement
and  continuing  until the earlier of the  termination  of this Agreement or the
Closing  Date,  the  Company  agrees to carry on the  Company's  business in the
usual,  regular  and  ordinary  course  in  substantially  the  same  manner  as
heretofore conducted, to pay the debts and Taxes of the Company when due, to pay
or perform other  obligations when due, and, to the extent  consistent with such
business,  use  their  commercially  reasonable  efforts  consistent  with  past
practice  and  policies  to  preserve  intact  the  Company's  present  business
organizations, keep available the services of the Company's present officers and
key  employees  and  preserve  the  Company's   relationships   with  customers,
suppliers,  distributors,  licensors,  licensees,  and  others  having  business
dealings  with it,  all with the goal of  preserving  unimpaired  the  Company's
goodwill and ongoing  businesses at the Closing Date. The Company shall promptly
notify Buyer of any event or occurrence or emergency not in the ordinary  course
of business  of the  Company  and any  material  event  involving  the  Company.
Specifically, the Company shall not, without the prior written consent of Buyer:

          (a)  declare,  set  aside or pay any  dividends  on or make any  other
distributions  (whether  in cash,  stock or  property)  in respect of any of its
capital stock, or split, combine or reclassify any of its capital stock or issue
or authorize  the issuance of any other  securities in respect of, in lieu of or
in  substitution  for shares of capital  stock of the  Company,  or  repurchase,
redeem or otherwise acquire,  directly or indirectly,  any shares of the capital
stock  of  the  Company  (or  options,  warrants  or  other  rights  exercisable
therefore);

          (b)  issue,  grant,  deliver  or  sell or  authorize  or  propose  the
issuance,  grant,  delivery or sale of, or purchase or propose the  purchase of,
any  shares  of  its  capital   stock  or   securities   convertible   into,  or
subscriptions,  rights,  warrants or options to acquire,  or other agreements or

                                       13
<PAGE>

commitments of any character  obligating it to issue or purchase any such shares
or other convertible securities, or accelerate the vesting of any stock options.

          (c)  cause or permit any  amendments to its Articles of  Incorporation
or Bylaws  except to the extent  required  to comply with  applicable  law or to
effect a 1 for 20 reverse stock split;

          (d)  acquire or agree to acquire by merging or consolidating  with, or
by purchasing any assets or equity  securities  of, or by any other manner,  any
business  or  any  corporation,   partnership,  association  or  other  business
organization or division  thereof,  or otherwise acquire or agree to acquire any
assets which are material,  individually  or in the aggregate,  to the Company's
business other than the acquisition of Starway;

          (e)  sell, lease, license or otherwise dispose or agree to do the same
with respect to any of its material properties or assets;

          (f)  incur any  indebtedness  for borrowed money or guarantee any such
indebtedness  or  issue  or sell  any  debt  securities  or  guarantee  any debt
securities  of others,  unless  loans are  incurred to cover costs to close this
agreement.

          (g)  grant any loans to others or purchase  debt  securities of others
or amend the terms of any outstanding loan agreement;

          (h)  grant any  severance  or  termination  pay (i) to any director or
officer or (ii) to any other employee;

          (i)  adopt any employee  benefit  plan,  or enter into any  employment
contract,  pay or agree to pay any special bonus or special  remuneration to any
director or employee,  or increase  the salaries or wage rates of its  employees
other than in connection  with the regularly  scheduled  performance  reviews of
individual employees;

          (j)  revalue any of its assets,  including without  limitation writing
down the value of  inventory or writing off notes or accounts  receivable  other
than in the ordinary course of business;

          (k)  make or change any material  election in respect of Taxes,  adopt
or change any  accounting  method in respect  of Taxes,  enter into any  closing
agreement, settle any claim or assessment in respect of Taxes, or consent to any
extension  or  waiver  of the  limitation  period  applicable  to any  claim  or
assessment in respect of Taxes;

          (l)  enter into any agreement, contract, or commitment;

          (m)  change its methods of accounting or change its fiscal year; or

          (n)  take,  or agree  in  writing  or  otherwise  to take,  any of the
actions  described in Sections  (a) through (m) above,  or any other action that
would  prevent the Company from  performing  or cause the Company not to perform
its covenants  hereunder,  or any other action not in the ordinary course of the
Company's business and consistent with past practice.

          In addition,  the Company  covenants to purchase 100% of the shares of
Starway from Eurofaith Holdings,  Limited after the Closing Date and will engage

                                       14
<PAGE>

in a 1 for 20 reverse stock split. These two covenants shall survive the Closing
Date until the closing of the purchase of the shares of Starway and the 1 for 20
reverse stock split is complete.

                                   ARTICLE VII

                                   TERMINATION

     7.1  TERMINATION. This Agreement may be, terminated:

          (a)  at  any  time  before,  or at,  Closing  by  the  mutual  written
agreement of Buyer and two out of the three Sellers;

          (b)  at  Closing,  by a Party  if any  provision  (including,  but not
limited  to, the  representations  and  warranties)  of this  Agreement  that is
applicable to or required to be performed by the other Party shall be materially
untrue or fail to be accomplished;

          (c)  Upon termination of this Agreement for any reason,  in accordance
with the terms and conditions set forth in this paragraph, each Party shall bear
all costs and expenses as that Party has incurred.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1  SURVIVAL  OF   REPRESENTATIONS,   WARRANTIES   AND   AGREEMENTS.   All
representations,  warranties and statements made by a Party to in this Agreement
or in any document or certificate  delivered  pursuant  hereto shall survive the
Closing  Date.  Each of the Parties  hereto is  executing  and  carrying out the
provisions of this  Agreement in reliance upon the  representations,  warranties
and covenants and  agreements  contained in this  agreement or at the closing of
the  transactions  herein provided for and not upon any  investigation  which it
might  have  made  or  any  representations,  warranty,  agreement,  promise  or
information,  written or oral, made by the other Party or any other person other
than as specifically set forth herein.

     8.2  ACCESS TO BOOKS AND  RECORDS.  During the  course of this  transaction
through  Closing,  each  Party  agrees  to make  available  for  inspection  all
corporate  books,  records and assets,  and  otherwise  afford to each other and
their respective  representatives,  reasonable  access to all  documentation and
other  information  concerning the business,  financial and legal  conditions of
each other for the purpose of conducting a due diligence  investigation thereof.
Such due diligence  investigation  shall be for the purpose of  satisfying  each
Party as to the business,  financial  and legal  condition of each other for the
purpose  of  determining  the   desirability   of   consummating   the  proposed
transaction.  The Parties  further  agree to keep  confidential  and not use for
their own benefit,  except in accordance  with this Agreement any information or
documentation obtained in connection with any such investigation.

     8.3  FURTHER  ASSURANCES.  If, at any time after the  Closing,  the Parties
hereby  mutually agree that any further deeds,  assignments or assurances in law
or that any other  things are  necessary,  desirable  or proper to complete  the
transactions  contemplated hereby in accordance with the terms of this agreement

                                       15
<PAGE>

or to vest,  perfect  or  confirm,  of  record  or  otherwise,  the title to any
property or rights of the Parties  hereto,  the Parties  agree that their proper
officers  and  directors  shall  execute  and  deliver  all such  proper  deeds,
assignments  and  assurances  in law and do all things  necessary,  desirable or
proper  to vest,  perfect  or  confirm  title to such  property  or  rights  and
otherwise  to carry  out the  purpose  of this  Agreement,  and that the  proper
officers and directors the Parties are fully authorized to take any and all such
action.

     8.4  NOTICE. All  communications,  notices,  requests,  consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the Party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by that Party by notice in the
manner provided herein:

          If to the Company:

               Rim Holdings, Inc.
               7579 E. Main Street, Suite 600
               Scottsdale, AZ 85251
               Attn:  Christina M. Strauch, President

          If to Buyer:

               Best Development Company Ltd.
               22/F Morrison Commercial Building
               31 Morrison Hill Road
               Wan Chai, Hong Kong
               China
               Attn:  Stellyn Sim

     8.5  ENTIRE  AGREEMENT.  This Agreement,  the Exhibits and Schedules hereto
and any  instruments  and agreements to be executed  pursuant to this Agreement,
set forth the entire  understanding  of the Parties  hereto with  respect to its
subject   matter,   merges  and   supersedes   all  prior  and   contemporaneous
understandings  with  respect  to its  subject  matter  and may not be waived or
modified, in whole or in part, except by a writing signed by each of the Parties
hereto.  No waiver of any provision of this  Agreement in any instance  shall be
deemed to be a waiver of the same or any other  provision in any other instance.
Failure of any party to enforce any  provision  of this  Agreement  shall not be
construed as a waiver of its rights under such provision.

     8.6  SUCCESSORS  AND  ASSIGNS.   This  Agreement  shall  be  binding  upon,
enforceable  against and inure to the  benefit of, the Parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any Party hereto  except with the prior  written  consent of the other  Parties,
which consent shall not be unreasonably withheld.

     8.7  GOVERNING LAW. This Agreement shall in all respects be governed by and
construed  in  accordance  with the laws of the State of  Arizona,  USA that are

                                       16
<PAGE>

applicable to agreements  made and fully to be performed in such state,  without
giving effect to conflicts of law principles.

     8.8  COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     8.9  CONSTRUCTION. Headings contained in this Agreement are for convenience
only and shall not be used in the  interpretation of this Agreement.  References
herein to Articles,  Sections and  Exhibits  are to the  articles,  sections and
exhibits,  respectively,  of this  Agreement.  The  Schedules  hereto are hereby
incorporated  herein by  reference  and made a part of this  Agreement.  As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates.

     8.10 SEVERABILITY. If any provision of this Agreement is held to be invalid
or unenforceable by a court of competent  jurisdiction,  this Agreement shall be
interpreted  and  enforceable as if such provision were severed or limited,  but
only to the  extent  necessary  to  render  such  provision  and this  Agreement
enforceable.

     8.11 ARBITRATION. Any controversy arising out of, connected to, or relating
to any matters herein of the  transactions  with the Parties hereto on behalf of
the undersigned,  or this Agreement, or the breach thereof,  including,  but not
limited to any claims of violations  of federal  and/or state  securities  laws,
banking   statutes,   consumer   protection   statutes,   federal  and/or  state
anti-racketeering  (e.g.  RICO)  claims as well as any common law claims and any
state law  claims of fraud,  negligence,  negligent  misrepresentations,  and/or
conversion,  or the laws of any  territory,  country or  jurisdiction,  shall be
settled by  arbitration;  and in accordance  with this paragraph any judgment on
the arbitrator's award may be entered in any court having jurisdiction  thereof.
In the event of such a  dispute,  each  party  agrees to  arbitration  conducted
through the auspices of American Arbitration  Association.  Venue for any action
shall lie in Maricopa County, Arizona, USA.

     8.12 REPORTING REQUIREMENTS. The Company will file such reports as required
under the Exchange Act for such matters as required  under such  Exchange Act as
well as any applicable state securities commissions.

     8.13 CONFIDENTIALITY;  PUBLIC DISCLOSURE. Each of the parties hereto hereby
agrees that the information  obtained  pursuant to the negotiation and execution
of this Agreement shall be treated as confidential and not be disclosed to third
parties who are not agents of one of the Parties to this Agreement.

     8.14 NOTIFICATION OF CERTAIN  MATTERS.  Each Party shall give prompt notice
to the  other  of (i)  the  occurrence  or  non-occurrence  of  any  event,  the
occurrence or non-occurrence  of which is likely to cause any  representation or
warranty of such party  contained in this  Agreement to be untrue or  inaccurate
and (ii) any  failure of such  party to comply  with or  satisfy  any  covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it  hereunder;
PROVIDED,  HOWEVER,  that the  delivery of any notice  pursuant to this  Section
shall  not  limit or  otherwise  affect  any  remedies  available  to the  party
receiving such notice. Further, disclosure pursuant to this Section shall not be
deemed  to amend or  supplement  the  Schedules  hereto or  prevent  or cure any
misrepresentations, breach of warranty or breach of covenant.

                                       17
<PAGE>

     8.15 CURRENCY. The parties hereto agree that all monetary amounts set forth
herein are referenced in United States dollars, unless otherwise stated.

     8.16 RULES OF  CONSTRUCTION.  The parties  hereto agree that they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     8.17 COUNTERPARTS.  This Agreement may be executed in  counterparts  and by
facsimile signatures.  In the event that any signature is delivered by facsimile
transmission,  such signature shall create a valid and binding obligation of the
party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile  signature page were an original  thereof.
All such counterparts shall together constitute one and the same instrument.

                             [Signatures to Follow]



                                       18
<PAGE>

     IN WITNESS WHEREOF,  each of the Parties hereto has executed this Agreement
as of the date first set forth above.


                                             SELLERS:


                                             /s/ Christina M. Strauch
                                             -----------------------------------
                                             Christina M. Strauch


                                             /s/ Robert H. Korndorffer
                                             -----------------------------------
                                             Robert H. Korndorffer


                                             Michael K. Hair, P.C.


                                             By: /s/ Michael K. Hair
                                                 -------------------------------
                                                 Name: Michael K. Hair
                                                 Title: President

                                             BUYER:

                                             Best Development Company, Ltd.,
                                             a British Virgin Islands
                                             international business company


                                             By:  /s/ Li Shilong
                                                  ------------------------------
                                                  Li Shilong
                                                  Sole Director

                                             COMPANY:

                                             RIM HOLDINGS INC.
                                             a Nevada corporation


                                             By:  /s/ Christina M. Strauch
                                                  ------------------------------
                                                  Christina M. Strauch
                                                  President


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