<PAGE>

                                                                     Exhibit 1.4




                      AGREEMENT AND PLAN OF SHARE EXCHANGE


                                  by and among


                      Australia China Investments Limited,
                      a British Virgin Islands Corporation,

                                       and

             the Stockholders of Australia China Investments Limited

                                on the one hand;

                                       and

                       Equity Finance Holding Corporation,
                              a Belize corporation

                                       and

           Certain Stockholders of Equity Finance Holding Corporation,

                                on the other hand

                                 10 January 2003




<PAGE>

                      AGREEMENT AND PLAN OF SHARE EXCHANGE

This  Agreement  and Plan of Share  Exchange,  dated as of 10 January 2003 (this
"Agreement"),  is made and entered into by and among Australia China Investments
Limited, a British Virgin Islands corporation  ("Australia China  Investments"),
and the  stockholders  of Australia China  Investments  identified on Schedule A
hereto   (collectively,   the   "Stockholders"   and   each,   individually,   a
"Stockholder"),  on the one hand,  and Equity  Finance  Holding  Corporation,  a
Belize corporation ("EFHLF"), and the stockholders of EFHLF listed on Schedule B
hereto who together own at least a majority of EFHLF's outstanding capital stock
(collectively, the "EFHLF Stockholders"), on the other hand.

         WHEREAS,   the  respective  Boards  of  Directors  of  Australia  China
Investments  and EFHLF have  adopted  resolutions  approving  and  adopting  the
proposed  share  exchange  (the   "Exchange")  upon  the  terms  and  conditions
hereinafter set forth in this Agreement;

         WHEREAS,  the  Stockholders  holds an aggregate of 5,000,000 shares and
now in the  progress  to  increase  the  shares to  824,283,600  shares  for the
capitalization   of  the  loan  from  the   shareholders   of  Australia   China
Investments's  capital stock (the "Australia China Investments  Shares"),  which
represent all of the issued and outstanding shares of capital stock of Australia
China Investments, and the Stockholder desires to participate in the Exchange;

         WHEREAS, Australia China Investments will enter into this Agreement for
the purpose of evidencing  its consent to the  consummation  of the Exchange and
for the purpose of making  certain  representations,  warranties,  covenants and
agreements;

         WHEREAS,  the EFHLF Stockholders will enter into this Agreement for the
purpose of making certain representations, warranties, covenants and agreements;

         WHEREAS, it is intended that the terms and conditions of this Agreement
comply in all respects with Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended ("the Code") and the regulations corresponding thereto, so that
the Exchange shall qualify as a tax free reorganization under the Code;

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
agree as follows:

                                    ARTICLE 1
                                  THE EXCHANGE

         1.1 The Exchange.  Upon the terms and subject to the conditions hereof,
at the Closing (as  hereinafter  defined) the  Stockholders  will sell,  convey,
assign,  transfer  and  deliver to EFHLF  stock  certificates  representing  the
Australia China Investments Shares, and (i) EFHLF will issue to the Stockholders
or the Stockholders'  nominees,  one or more stock certificates  representing an
aggregate of 6,000,000  shares of its common capital  stock,  par value $.01 per
share ("EFHLF Common Stock") [and] (ii) EFHLF  Stockholders will transfer to the
Stockholders  or the  Stockholders'  nominees  one or  more  stock  certificates
representing  an aggregate of 3,000,000  out of 4,634,100 the EFHLF Shares owned
by EFHLF  Stockholders  (collectively  "the EFHLF  Shares") in exchange  for the
Australia China Investments Shares.

         1.2 Closing.  The closing of the Exchange  (the  "Closing")  shall take
place on or before 31 January  2003,  or on such  other date as may be  mutually
agreed upon by the  parties.  Such date is  referred  to herein as the  "Closing
Date."

                                    ARTICLE 2
          REPRESENTATIONS AND WARRANTIES OF AUSTRALIA CHINA INVESTMENTS



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         Australia China Investments  hereby represents and warrants to EFHLF as
follows:

         2.1   Organization.   Australia   China   Investments   has  been  duly
incorporated, is validly existing as a corporation and is in good standing under
the laws of its  jurisdiction of  incorporation,  and has the requisite power to
carry on its business as now conducted.

         2.2  Capitalization.  The authorized  capital stock of Australia  China
Investments  consists of [5,000,000] shares of common stock, $0.01 par value, of
which  [5,000,000]  shares  are issued  and  outstanding.  All of the issued and
outstanding  shares of capital  stock of Australia  China  Investments  are duly
authorized,  validly issued,  fully paid,  non-assessable and free of preemptive
rights. There are no outstanding or authorized options, rights, warrants, calls,
convertible  securities,  rights  to  subscribe,   conversion  rights  or  other
agreements or commitments  to which  Australia  China  Investments is a party or
which are binding upon Australia China Investments providing for the issuance or
transfer by Australia  China  Investments  of  additional  shares of its capital
stock and Australia China Investments has not reserved any shares of its capital
stock for issuance,  nor are there any outstanding stock option rights,  phantom
equity or similar  rights,  contracts,  arrangements  or  commitments  which are
binding upon  Australia  China  Investments.  There are no voting  trusts or any
other agreements or understandings with respect to the voting of Australia China
Investments's capital stock.

         2.3 Certain  Corporate  Matters.  Australia  China  Investments is duly
qualified  to do  business  as a  corporation  and is in good  standing  in each
jurisdiction  in which the ownership of its  properties,  the  employment of its
personnel or the conduct of its business requires it to be so qualified,  except
where the failure to be so qualified would not have a material adverse effect on
Australia  China  Investments's  financial  condition,  results of operations or
business. Australia China Investments has full corporate power and authority and
all  authorizations,  licenses and permits necessary to carry on the business in
which it is engaged and to own and use the properties owned and used by it.

         2.4 Authority  Relative to this Agreement.  Australia China Investments
has the requisite  power and authority to enter into this Agreement and to carry
out its obligations hereunder.  The execution,  delivery and performance of this
Agreement by Australia China Investments and the consummation by Australia China
Investments of the transactions contemplated hereby have been duly authorized by
the Stockholders  and the Board of Directors of Australia China  Investments and
no other  actions on the part of Australia  China  Investments  are necessary to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by Australia China  Investments
and constitutes a valid and binding  agreement of Australia  China  Investments,
enforceable  against  Australia China  Investments 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.

         2.5 Consents and Approvals;  No Violations.  Except for requirements of
applicable  law,  no filing  with,  and no  permit,  authorization,  consent  or
approval  of, any third party,  public body or  authority  is necessary  for the
consummation by Australia China Investments of the transactions  contemplated by
this  Agreement.  Neither  the  execution  and  delivery  of this  Agreement  by
Australia China  Investments nor the consummation by Australia China Investments
of the  transactions  contemplated  hereby,  nor  compliance by Australia  China
Investments with any of the provisions hereof,  will (a) conflict with or result
in any breach of any  provisions  of the  organizational  documents of Australia
China  Investments,  (b) result in a violation or breach of, or constitute (with
or without  due notice or lapse of time or both) a default  (or give rise to any
right of termination,  cancellation or  acceleration)  under,  any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
contract,  agreement or other  instrument or obligation to which Australia China
Investments  is a party or by which it or its  properties or assets may be bound
or (c) violate any order, writ, injunction,  decree, statute, rule or regulation
applicable to Australia China  Investments,  or any of its properties or assets,
except in the case of clauses (b) and (c) for  violations,  breaches or defaults
which are not in the aggregate  material to Australia China Investments taken as
a whole.


<PAGE>

         2.6  Title  to  Assets.   Australia  China  Investments  has  good  and
marketable  title to all of the assets and  properties  now carried on its books
including 85% ownership of Yantai Dahua Paper Industry Company Limited and those
reflected in the most recent  balance  sheet  contained in the  Australia  China
Investments Financial Statements,  free and clear of all liens, claims, charges,
security interests or other  encumbrances,  except as described in the Australia
China  Investments  Financial  Statements or arising  thereafter in the ordinary
course of business (none of which will be material).

         2.7 Disclosure.  The  representations  and warranties and statements of
fact made by Australia  China  Investments 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 3
                         REPRESENTATIONS AND WARRANTIES
                               OF THE STOCKHOLDERS

         The Stockholders  hereby represents and warrants to EFHLF and the EFHLF
Stockholders,  as to themselves and their respective  ownership in the Australia
China Investments Shares, as follows:

         3.1  Ownership  of  the  Australia  China   Investments   Shares.   The
Stockholders own,  beneficially and of record,  good and marketable title to the
Australia China Investments  Shares,  free and clear of all security  interests,
liens, adverse claims, encumbrances, equities, proxies, options or stockholders'
agreements.  At the  Closing,  the  Stockholder  will  convey to EFHLF  good and
marketable title to the Australia China  Investments  Shares,  free and clear of
any security interests, liens, adverse claims, encumbrances,  equities, proxies,
options, stockholders' agreements or restrictions.

         3.2 Authority Relative to this Agreement.  The execution,  delivery and
performance of this Agreement by the  Stockholders  and the  consummation by the
Stockholders of the transactions  contemplated  hereby have been duly authorized
by the  Stockholders,  and no other actions on the part of the  Stockholders are
necessary to authorize this Agreement or the transactions  contemplated  hereby.
This  Agreement  has  been  duly  and  validly  executed  and  delivered  by the
Stockholders and constitutes a valid and binding  agreement of the Stockholders,
enforceable  against the  Stockholders 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.

         3.3 Consents and Approvals;  No Violations.  Except for requirements of
applicable  laws,  no filing  with,  and no  permit,  authorization,  consent or
approval of, any public body or authority is necessary for the  consummation  by
the Stockholders of the transactions contemplated by this Agreement. Neither the
execution  and  delivery  of  this  Agreement  by  the   Stockholders   nor  the
consummation by the Stockholders of the transactions  contemplated  hereby,  nor
compliance  by the  Stockholders  with any of the  provisions  hereof,  will (a)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
cancellation or acceleration) under, any of the terms,  conditions or provisions
of any note, bond, mortgage,  indenture,  license, contract,  agreement or other
instrument or obligation to which the  Stockholders  are a party or by which the
Stockholders  or their  properties may be bound or (b) violate any order,  writ,
injunction,  decree, statute, rule or regulation applicable to the Stockholders,
except in the case of clauses (a) and (b) for  violations,  breaches or defaults
which are not in the aggregate material to the Stockholders.

         3.4 Restricted Securities.  The Stockholders acknowledge that the EFHLF
Shares will not be registered pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act") or any applicable  state securities laws that the EFHLF
Shares are issued  without  such  registration  in reliance  upon the  exemption
afforded by Regulation S of the Securities Act of 1933 for offers and


<PAGE>

sales that  occur  outside  the United  States,  that the EFHLF  Shares  will be
characterized as "restricted  securities" under federal  securities laws and are
subject to a  distribution  compliance  period of one-year,  and that under such
laws and  applicable  regulations  the EFHLF Shares  cannot be sold or otherwise
disposed  of  without  registration  under the  Securities  Act or an  exemption
therefrom.  In  this  regard,  the  Stockholders  are  familiar  with  Rule  144
promulgated  under the Securities  Act, as currently in effect,  and understands
the resale  limitations  imposed  thereby and by the Securities Act. Each of the
Stockholders  is not a "U.S.  Person" as that term is defined in Rule  902(k) of
the Securities Act of 1933.

         3.5  Legend.  The  Stockholders  acknowledge  that  the  certificate(s)
representing the EFHLF Shares shall each  conspicuously set forth on the face or
back thereof a legend in substantially the following form:

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
         HYPOTHECATED IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF
         AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
         OR PURSUANT TO AN EXEMPTION FROM  REGISTRATION OR AN OPINION OF COUNSEL
         SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED IN
         THE UNITED STATES OR TO A U.S. PERSON.

                                    ARTICLE 4
                        REPRESENTATIONS AND WARRANTIES OF
                        EFHLF AND THE EFHLF STOCKHOLDERS

         EFHLF and the EFHLF Stockholders hereby represent and warrant,  jointly
and severally, to Australia China Investments and the Stockholders as follows:

         4.1  Organization.  EFHLF  is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the state of its  incorporation,
and has the requisite corporate power to carry on its business as now conducted.

         4.2  Capitalization.  EFHLF's  authorized  capital  stock  consists  of
100,000,000  shares of  capital  stock,  all of which are  designated  as Common
Stock,  of which  5,149,000  shares  are and at the  Closing  will be issued and
outstanding.  All issued and  outstanding  shares of EFHLF Common Stock are duly
authorized,  validly issued,  fully paid,  non-assessable and free of preemptive
rights.  When issued, the EFHLF Shares will be duly authorized,  validly issued,
fully  paid,  non-assessable  and  free  of  preemptive  rights,  there  are  no
outstanding  or  authorized  options,  rights,   warrants,   calls,  convertible
securities,  rights  to  subscribe,  conversion  rights or other  agreements  or
commitments to which EFHLF is a party or which are binding upon EFHLF  providing
for the issuance by EFHLF or transfer by EFHLF of  additional  shares of EFHLF's
capital  stock and EFHLF has not  reserved  any shares of its capital  stock for
issuance,  nor are there any outstanding stock option rights,  phantom equity or
similar rights, contracts, arrangements or commitments to issue capital stock of
EFHLF. There are no voting trusts or any other agreements or understandings with
respect to the voting of EFHLF's capital stock.

         4.3 Certain Corporate  Matters.  EFHLF is duly licensed or qualified to
do  business  and  is  in  good  standing  as a  foreign  corporation  in  every
jurisdiction  in which the character of EFHLF's  properties or nature of EFHLF's
business   requires  it  to  be  so  licensed  or  qualified   other  than  such
jurisdictions  in which the failure to be so licensed or qualified  does not, or
insofar as can  reasonably be foreseen,  in the future will not, have a material
adverse  effect on its financial  condition,  results of operations or business.
EFHLF has full corporate  power and authority and all  authorizations,  licenses
and  permits  necessary  to carry on the  business  in which it is engaged or in
which it proposes  presently to engage and to own and use the  properties  owned
and used by it.  EFHLF  has  delivered  to  Australia  China  Investments  true,
accurate and complete  copies of its  Certificate of  Incorporation  and Bylaws,
which reflect all  restatements of and amendments made thereto at any


<PAGE>

time  prior  to the date of this  Agreement.  The  records  of  meetings  of the
stockholders  and Board of  Directors  of EFHLF are  complete and correct in all
material respects. The stock records of EFHLF and the Stockholder lists of EFHLF
that EFHLF has previously  furnished to Australia China Investments are complete
and correct in all material respects and accurately reflect the record ownership
and the beneficial  ownership of all the  outstanding  shares of EFHLF's capital
stock  and any other  outstanding  securities  issued by EFHLF.  EFHLF is not in
default  under  or  in  violation  of  any  provision  of  its   Certificate  of
Incorporation  or Bylaws in any material  respect.  EFHLF is not in any material
default  or in  violation  of any  restriction,  lien,  encumbrance,  indenture,
contract, lease, sublease, loan agreement, note or other obligation or liability
by which it is bound or to which any of its assets is subject.

         4.4  Authority  Relative  to this  Agreement.  EFHLF has the  requisite
corporate  power and  authority to enter into this  Agreement  and carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by EFHLF and the consummation of the transactions  contemplated hereby have been
duly  authorized  by the Board of Directors of EFHLF and no other actions on the
part of EFHLF are  necessary to  authorize  this  Agreement or the  transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered  by EFHLF and  constitutes  a valid and binding  obligation  of EFHLF,
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.

         4.5  Consents  and  Approvals;  No  Violations.  Except for  applicable
requirements of federal  securities laws and state  securities or blue-sky laws,
no filing with, and no permit, authorization,  consent or approval of, any third
party,  public body or authority is necessary for the  consummation  by EFHLF of
the  transactions  contemplated  by this  Agreement.  Neither the  execution and
delivery  of this  Agreement  by  EFHLF  nor the  consummation  by  EFHLF of the
transactions  contemplated  hereby,  nor  compliance  by  EFHLF  with any of the
provisions  hereof,  will (a)  conflict  with or  result  in any  breach  of any
provisions  of the  charter  or Bylaws of EFHLF,  (b) result in a  violation  or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms,  conditions or provisions of any note, bond,  mortgage,
indenture,  license,  contract,  agreement or other  instrument or obligation to
which EFHLF is a party or by which it or any of its  properties or assets may be
bound or (c) violate  any order,  writ,  injunction,  decree,  statute,  rule or
regulation  applicable to EFHLF,  or any of its properties or assets,  except in
the case of clauses (b) and (c) for  violations,  breaches or defaults which are
not in the aggregate material to EFHLF taken as a whole.

         4.6 SEC  Documents.  EFHLF  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) Current  Report on Form 8-K as filed on August 30,  2002;  (b)
Annual and Transition  Report of Foreign Private Issuers  [Sections 13 or 15(d)]
on Form 20-F for the fiscal year ended  December 31, 2001; (c) Current Report on
Form 8-K as filed on June 27, 2002; (d) Notification of inability to timely file
Form 20-F on Form NT 20-F as filed on June 25, 2002;  (e) Current Report on Form
8-K as filed on June 25,  2002;  (f)  Annual  and  Transition  Report of Foreign
Private  Issuers  [Sections  13 or 15(d)] on Form 20-F for the fiscal year ended
December 31,  2000;  (g)  Notification  of inability to timely file Form 20-F on
Form NT 20-F as filed on March 30,  2001;  (h) Annual and  Transition  Report of
Foreign Private Issuers  [Sections 13 or 15(d)] on Form 20-F for the fiscal year
ended June 29, 2000, and all amendments  thereto.  The SEC Documents  constitute
all of the  documents  and reports  that EFHLF was required to file with the SEC
pursuant to the Securities  Exchange Act of 1934 ("Exchange  Act") and the rules

<PAGE>

and regulations  promulgated  thereunder by the SEC since the  effectiveness  of
EFHLF's Form 20-F filed on June 29, 2000. As of their respective  dates, the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Exchange Act and the rules and  regulations  promulgated  thereunder and none of
the SEC Documents contained an untrue statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  The financial statements of EFHLF included in the SEC Documents
comply  as  to  form  in  all  material  respects  with  applicable   accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,  have been prepared in accordance  with generally  accepted  accounting
principles in the United States (except, in the case of unaudited statements, as
permitted by the applicable form under the Exchange Act) applied on a consistent
basis  during the  periods  involved  (except as may be  indicated  in the notes
thereto)  and fairly  present  the  financial  position of EFHLF as of the dates
thereof and its  statements of operations,  stockholders'  equity and cash flows
for the periods then ended  (subject,  in the case of unaudited  statements,  to
normal and recurring  year-end audit adjustments which were and are not expected
to have a material adverse effect on EFHLF, its business, financial condition or
results  of  operations).  Except  as  and  to  the  extent  set  forth  on  the
consolidated  balance  sheet of EFHLF as of September  30, 2002,  including  the
notes  thereto,  EFHLF has no liability  or  obligation  of any nature  (whether
accrued, absolute,  contingent or otherwise and whether required to be reflected
on a balance sheet or not),  except for liabilities and obligations  incurred in
the ordinary  course of business  consistent with past practices since September
30,  2002 which in the  aggregate  could not  reasonably  be  expected to have a
material adverse effect on EFHLF, its business,  financial  condition or results
of operations.

         4.7      Financial Statements.

                  (a)  Included in the SEC  Documents  are the  audited  balance
sheet of EFHLF as at December 31, 2001,  and the related  statements  of income,
stockholders' equity and cash flows for the two years then ended,  together with
the  unqualified  report thereon (except with respect to continuation as a going
concern) of Malone & Bailey, PLLC ("Malone"), independent auditor (collectively,
"EFHLF's Audited Financials").

                  (b) Included in the SEC Documents  are the  unaudited  balance
sheets  of EFHLF  as at  September  30,  2002,  and the  related  statements  of
operations  and cash  flows  for the  nine  months  ended  September  30,  2002,
("EFHLF's  Interim  Financials").  The unaudited  balance sheet at September 30,
2002 included in EFHLF's  Interim  Financials is hereinafter  referred to as the
"Unaudited  Balance Sheet" and September 30, 2002 is hereinafter  referred to as
the "EFHLF Balance Sheet Date".

                  (c) EFHLF's Audited  Financials and EFHLF's Interim Financials
(collectively  "EFHLF's  Financial  Statements")  are (i) in accordance with the
books and records of EFHLF, (ii) correct and complete,  (iii) fairly present the
financial position and results of operations of EFHLF as of the dates indicated,
and (iv)  prepared in  accordance  with U.S.  GAAP  (except  that (x)  unaudited
financial  statements may not be in accordance  with GAAP because of the absence
of footnotes normally contained therein, and (y) interim (unaudited)  financials
are subject to normal year-end audit  adjustments that in the aggregate will not
have a material  adverse effect on EFHLF, its business,  financial  condition or
results of operations  and (z) EFHLF's  Financial  Statements do not contain any
untrue  statement of 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.

         4.8 Events Subsequent to Financial Statements. Since December 31, 2001,
there has not been:

         (a) Any sale,  lease,  transfer,  license or  assignment of any assets,
         tangible or intangible, of EFHLF;

         (b) Any damage, destruction or property loss, whether or not covered by
         insurance, affecting adversely the properties or business of EFHLF;

         (c) Any  declaration  or setting  aside or payment of any  dividend  or
         distribution  with  respect to the shares of capital  stock of EFHLF or
         any redemption, purchase or other acquisition of any such shares;

         (d) Any  subjection  to any  lien  on any of the  assets,  tangible  or
         intangible, of EFHLF;


<PAGE>

         (e) Any  incurrence  of  indebtedness  or  liability or  assumption  of
         obligations by EFHLF;

         (f) Any waiver or release by EFHLF of any right of any material value;

         (g) Any  compensation  or benefits  paid to officers  or  directors  of
         EFHLF;

         (h) Any change made or authorized in the  Certificate of  Incorporation
         or Bylaws of EFHLF; or

         (i) Any loan to or other  transaction  with any  officer,  director  or
         stockholder of EFHLF giving rise to any claim or right of EFHLF against
         any such person or of such person against EFHLF.

         4.9 Undisclosed  Liabilities.  Except as otherwise disclosed in EFHLF's
Financial Statements,  EFHLF has no material liability or obligation whatsoever,
either direct or indirect, matured or unmatured,  accrued, absolute,  contingent
or  otherwise;  there is no  material  pending or  threatened  legal  proceeding
against EFHLF or any of it property.

         4.10     Tax Matters.

         (a) EFHLF has duly filed all material federal, state, local and foreign
         tax  returns  required  to be filed by or with  respect  to it with the
         Internal Revenue Service or other applicable taxing  authority,  and no
         extensions  with  respect to such tax returns  have been  requested  or
         granted;

         (b) EFHLF has paid, or adequately reserved against in EFHLF's Financial
         Statements,  all material taxes due, or claimed by any taxing authority
         to be due, from or with respect to it;

         (c) To the best  knowledge of EFHLF,  there has been no material  issue
         raised or  material  adjustment  proposed  (and none is pending) by the
         Internal  Revenue  Service or any other taxing  authority in connection
         with any of EFHLF's tax returns;

         (d) No waiver or  extension  of any  statute of  limitations  as to any
         material federal,  state, local or foreign tax matter has been given by
         or requested from EFHLF; and

         (e) EFHLF has not filed a consent under Section  341(f) of the Internal
         Revenue Code of 1986, as amended.

         For the purposes of this Section 4.10, a tax is due (and must therefore
either be paid or adequately  reserved against in EFHLF's Financial  Statements)
only on the last  date  payment  of such  tax can be made  without  interest  or
penalties,   whether  such  payment  is  due  in  respect  of  estimated  taxes,
withholding taxes, required tax credits or any other tax.

         4.11 Real Property. EFHLF does not own or lease any real property.

         4.12 Books and Records. The books and records of EFHLF delivered to the
Stockholder  prior to the Closing fully and fairly reflect the  transactions  to
which EFHLF is a party or by which it or its properties are bound.

         4.13 Questionable  Payments.  Neither EFHLF nor any employee,  agent or
representative  of it has, directly or indirectly,  made any bribes,  kickbacks,
illegal payments or illegal political  contributions using Company funds or made
any payments from EFHLF's funds to governmental  officials for improper purposes
or made any illegal payments from EFHLF's funds to obtain or retain business.

         4.14     Environmental Matters.


<PAGE>

         (a) Definitions. For the purpose of this Agreement, the following terms
         shall have the meaning herein specified:

                  (i)  "Governmental  Authority"  shall mean the United  States,
                  each state,  each county,  each city and each other  political
                  subdivision  in which  EFHLF's  business is  located,  and any
                  court, political  subdivision,  agency or instrumentality with
                  jurisdiction over EFHLF's business.

                  (ii)  "Environmental  Laws"  shall mean (A) the  Comprehensive
                  Environmental  Response,  Compensation  and  Liability  Act of
                  1980,   as   amended   by   the   Superfund   Amendments   and
                  Reauthorization  Act  of  1986,  42  U.S.C.A.   9601  et  seq.
                  ("CERCLA"), (B) the Resource Conservation and Recovery Act, as
                  amended by the Hazardous and Solid Waste Amendment of 1984, 42
                  U.S.C.A.  6901 et seq.  ("RCRA"),  (C) the Clean  Air Act,  42
                  U.S.C.A. 7401 et seq., (D) the Federal Water Pollution Control
                  Act,  as  amended,  33  U.S.C.A.  1251 et seq.,  (E) the Toxic
                  Substances  Control  Act,  15 U.S.C.A.  2601 et seq.,  (F) all
                  applicable  state laws,  and (G) all other laws and ordinances
                  relating to municipal waste, solid waste, air pollution, water
                  pollution and/or the handling, discharge, disposal or recovery
                  of on-site or off-site hazardous  substances or materials,  as
                  each of the  foregoing  has been or may  hereafter  be amended
                  from time to time.

                  (iii) "Hazardous  Materials" shall mean, among others, (A) any
                  "hazardous   waste"  as  defined  by  RCRA,  and   regulations
                  promulgated  thereunder;  (B)  any  "hazardous  substance"  as
                  defined by CERCLA, and regulations promulgated thereunder; (C)
                  any  "toxic   pollutant"  as  defined  in  the  Federal  Water
                  Pollution  Prevention  and Control Act, as amended,  33 U.S.C.
                  1251 et seq., (commonly known as "CWA" for "Clean Water Act"),
                  and  any  regulations  thereunder;   (D)  any  "hazardous  air
                  pollutant"  as defined  in the Air  Pollution  Prevention  and
                  Control  Act, as  amended,  42 U.S.C.  7401 et seq.  (commonly
                  known  as "CAA"  for  "Clean  Air  Act")  and any  regulations
                  thereunder;  (E) asbestos; (F) polychlorinated  biphenyls; (G)
                  any substance  the presence of which at the Business  Location
                  (as  hereinafter  defined) is prohibited by any  Environmental
                  Laws;  and (H) any other  substance  which is regulated by any
                  Environmental Laws.

                  (iv)  "Hazardous  Materials   Contamination"  shall  mean  the
                  presence of Hazardous Materials in the soil, groundwater,  air
                  or any other media  regulated  by the  Environmental  Laws on,
                  under or around EFHLF's  facilities at levels or concentration
                  which trigger any requirement under the Environmental  Laws to
                  remove,  remediate,  mitigate,  abate or otherwise  reduce the
                  level or  concentration of the Hazardous  Materials.  The term
                  "Hazardous  Materials  Contamination"  does  not  include  the
                  presence  of  Hazardous  Materials  in process  tanks,  lines,
                  storage  or  reactor  vessels,  delivery  trucks  or any other
                  equipment or containers, which Hazardous Materials are used in
                  the manufacture, processing, distribution, use, storage, sale,
                  handling, transportation,  recycling, reuse or disposal of the
                  products that were manufactured and/or distributed by EFHLF.

                  (v)  "Business   Location"   shall  mean  any  real  property,
                  building,  facility or structure owned,  leased or occupied by
                  EFHLF at any time from its inception until the present.

         (b) Representations and Warranties.  Based on the foregoing,  EFHLF and
         the EFHLF  Stockholders,  jointly and severally,  represent and warrant
         that:

                  (i) To the best knowledge of EFHLF and the EFHLF Stockholders,
                  after due investigation, there has been no material failure by
                  EFHLF  to  comply   with  all   applicable   requirements   of
                  Environmental Laws relating to EFHLF, EFHLF's operations,  and
                  EFHLF's manufacture, processing, distribution, use, treatment,
                  generation,   recycling,   reuses,  sale,  storage,  handling,
                  transportation or disposal of any Hazardous Material and EFHLF
                  is not  aware  of  any  facts  or  circumstances  which  could
                  materially   impair  such   compliance   with  all  applicable
                  Environmental Laws.


<PAGE>

                  (ii)  EFHLF  has not  received  notice  from any  Governmental
                  Authority  or any  other  person  of  any  actual  or  alleged
                  violation of any  Environmental  Laws,  nor is any such notice
                  anticipated.

                   (iii)  To  the  best   knowledge   of  EFHLF  and  the  EFHLF
                  Stockholders,  after due investigation,  Environmental Laws do
                  not   require   that  any   permits,   licenses   or   similar
                  authorizations  to construct,  occupy or operate any equipment
                  or facilities used in the conduct of EFHLF's business.

                  (iv) No  Hazardous  Materials  are now located at the Business
                  Location,  and,  to the best  knowledge  of  EFHLF,  after due
                  investigation,  EFHLF  has not ever  caused or  permitted  any
                  Hazardous  Materials to be generated,  placed,  stored,  held,
                  handled,  located  or used at the  Business  Location,  except
                  those which may lawfully be used,  transported,  stored, held,
                  handled,  generated or placed at the Business  Location in the
                  conduct of EFHLF's business.

                  (v)  EFHLF  has  not  received  any  notices,  whether  from a
                  Governmental   Authority  or  some  other  third  party,  that
                  Hazardous  Material   Contamination  exists  at  the  Business
                  Location  or at any other  location  utilized  by EFHLF in the
                  conduct   of  its   business   nor  is  EFHLF   aware  of  any
                  circumstances  that would give rise to an  allegation  of such
                  contamination.

                  (vi)  To  the  best   knowledge   of  EFHLF   and  the   EFHLF
                  Stockholders,   after  due  investigation,  no  investigation,
                  administrative  order, consent order or agreement,  litigation
                  or settlement with respect to Hazardous Materials or Hazardous
                  Materials Contamination is proposed, threatened,  anticipated,
                  pending or otherwise in existence with respect to the Business
                  Location  or with  respect  to any other  site  controlled  or
                  utilized by EFHLF in the  operation  of its  business.  To the
                  best knowledge of EFHLF, after due investigation, the Business
                  Location  is not  currently  on,  and has never  been on,  any
                  federal or state "Superfund" or "Superlien" list.

         4.15 Intellectual  Property.  EFHLF does not own or use any trademarks,
trade names, service marks, patents, copyrights or any applications with respect
thereto. EFHLF has no knowledge of any claim that, or inquiry as to whether, any
product,  activity or operation  of EFHLF  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.

         4.16 Insurance. EFHLF has no insurance policies in effect.

         4.17  Contracts.  Except as set forth on  Schedule  4.17,  EFHLF has no
material  contracts,  leases,  arrangements  or  commitments  (whether  oral  or
written).  EFHLF  is not a party to or bound  by or  affected  by any  contract,
lease,  arrangement or commitment (whether oral or written) relating to: (a) the
employment of any person; (b) collective  bargaining with, or any representation
of any  employees by, any labor union or  association;  (c) the  acquisition  of
services,  supplies,  equipment or other personal property;  (d) the purchase or
sale of real property;  (e) distribution,  agency or construction;  (f) lease of
real or personal  property as lessor or lessee or  sublessor or  sublessee;  (g)
lending or advancing of funds; (h) borrowing of funds or receipt of credit;  (i)
incurring any obligation or liability; or (j) the sale of personal property.


<PAGE>

         4.18  Litigation.  EFHLF is not subject to any judgment or order of any
court or quasijudicial or administrative agency of any jurisdiction, domestic or
foreign,   nor  is  there  any  charge,   complaint,   lawsuit  or  governmental
investigation  pending  against  EFHLF.  EFHLF is not a plaintiff in any action,
domestic or foreign, judicial or administrative.  There are no existing actions,
suits,  proceedings  against or  investigations  of EFHLF, and EFHLF knows of no
basis for such  actions,  suits,  proceedings  or  investigations.  There are no
unsatisfied  judgments,  orders,  decrees or stipulations  affecting EFHLF or to
which EFHLF is a party.

         4.19 Employees.  EFHLF does not have any employees.  EFHLF does not owe
any compensation of any kind, deferred or otherwise,  to any current or previous
employees.  EFHLF has no written or oral employment  agreements with any officer
or  director  of  EFHLF.  EFHLF is not a party  to or  bound  by any  collective
bargaining  agreement.  Except as set forth on Schedule 4.19, there are no loans
or other  obligations  payable  or owing by EFHLF to any  stockholder,  officer,
director or employee of EFHLF, nor are there any loans or debts payable or owing
by any of such  persons  to  EFHLF  or any  guarantees  by  EFHLF of any loan or
obligation of any nature to which any such person is a party.

         4.20 Employee Benefit Plans. EFHLF has no (a) non-qualified deferred or
incentive  compensation  or  retirement  plans or  arrangements,  (b)  qualified
retirement plans or arrangements, (c) other employee compensation,  severance or
termination  pay or welfare  benefit plans,  programs or arrangements or (d) any
related trusts,  insurance contracts or other funding  arrangements  maintained,
established or contributed to by EFHLF.

         4.21  Legal  Compliance.  To the best  knowledge  of  EFHLF,  after due
investigation, no claim has been filed against EFHLF alleging a violation of any
applicable laws and regulations of foreign, federal, state and local governments
and all agencies  thereof.  EFHLF holds all of the material  permits,  licenses,
certificates  or  other  authorizations  of  foreign,  federal,  state  or local
governmental  agencies  required  for the conduct of its  business as  presently
conducted.

         4.22 No Subsidiaries.  EFHLF does not own any capital stock or have any
interest   in  any   corporation,   partnership,   or  other  form  of  business
organization.

         4.23 Broker's  Fees.  Neither  EFHLF,  nor anyone on its behalf has any
liability to any broker,  finder,  investment  banker or agent, or has agreed to
pay any  brokerage  fees,  finder's  fees or  commissions,  or to reimburse  any
expenses of any broker,  finder,  investment  banker or agent in connection with
this  Agreement.   EFHLF   indemnifies   Australia  China  Investments  and  the
Stockholders with respect to any such liability.

         4.24 Disclosure.  The  representations and warranties and statements of
fact made by EFHLF 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 5
                                 INDEMNIFICATION

         5.1 The EFHLF  Stockholders  hereby agree,  jointly and  severally,  to
indemnify  Australia  China  Investments,  the  Stockholders  and  each  of  the
officers,  agents and directors of Australia China Investments against any loss,
liability,  claim, damage or expense (including, but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any  litigation,  commenced or threatened,  or any claim  whatsoever) to
which it or they may become subject  arising out of or based on any breach of or
inaccuracy in any of the representations and warranties made by EFHLF and/or the
EFHLF  Stockholders  herein or any  misrepresentation  made by EFHLF  and/or the
EFHLF Stockholders in this Agreement.  The indemnification  provided for in this
paragraph  shall  survive the Closing  until the  expiration  of the  applicable
statute of limitations.


<PAGE>

                                    ARTICLE 6
                     COVENANTS AND AGREEMENTS OF THE PARTIES

b. EFFECTIVE PRIOR TO CLOSING

         6.1 Corporate  Examinations and  Investigations.  Prior to the Closing,
each party shall be entitled, through its employees and representatives, to make
such  investigations  and  examinations  of the  books,  records  and  financial
condition of Australia China Investments and EFHLF as each party may request. In
order that each party may have the full  opportunity to do so,  Australia  China
Investments and EFHLF, the Stockholder and each of the EFHLF  Stockholders shall
furnish  each party and its  representatives  during  such  period with all such
information  concerning the affairs of Australia  China  Investments or EFHLF as
each party or its  representatives  may reasonably  request and cause  Australia
China   Investments  or  EFHLF  and  their   respective   officers,   employees,
consultants,  agents,  accountants  and  attorneys to cooperate  fully with each
party's  representatives  in connection  with such review and examination and to
make full disclosure of all  information  and documents  requested by each party
and/or its  representatives.  Any such  investigations and examinations shall be
conducted  at  reasonable  times and under  reasonable  circumstances,  it being
agreed  that any  examination  of  original  documents  will be at each  party's
premises,  with  copies  thereof  to  be  provided  to  each  party  and/or  its
representatives upon request.

         6.2  Cooperation;  Consents.  Prior to the  Closing,  each party  shall
cooperate  with the other  parties  to the end that the  parties  shall (i) in a
timely manner make all necessary  filings with, and conduct  negotiations  with,
all  authorities  and other  persons the  consent or  approval of which,  or the
license or permit from which is required  for the  consummation  of the Exchange
and (ii)  provide to each other  party such  information  as the other party may
reasonably  request in order to enable it to prepare such filings and to conduct
such negotiations.

         6.3 Conduct of Business.  Subject to the  provisions  hereof,  from the
date  hereof  through  the  Closing,  each party  hereto  shall (i)  conduct its
business in the ordinary course and in such a manner so that the representations
and  warranties  contained  herein shall  continue to be true and correct in all
material respects as of the Closing as if made at and as of the Closing and (ii)
not enter into any material  transactions  or incur any material  liability  not
required or  specifically  contemplated  hereby,  without  first  obtaining  the
written  consent of Australia  China  Investments and the Stockholder on the one
hand and EFHLF and the EFHLF  Stockholders on the other hand.  Without the prior
written consent of Australia China  Investments,  the Stockholder,  EFHLF or the
EFHLF Stockholders, except as required or specifically contemplated hereby, each
party  shall not  undertake  or fail to  undertake  any action if such action or
failure would render any of said  warranties and  representations  untrue in any
material respect as of the Closing.

               6.4  Litigation.  From the date hereof through the Closing,  each
party hereto shall promptly  notify the  representative  of the other parties of
any lawsuits,  claims, proceedings or investigations which after the date hereof
are  threatened or commenced  against such party or any of its affiliates or any
officer, director, employee,  consultant, agent or shareholder thereof, in their
capacities as such, which, if decided adversely, could reasonably be expected to
have a material  adverse  effect upon the condition  (financial  or  otherwise),
assets, liabilities,  business,  operations or prospects of such party or any of
its subsidiaries.

               6.5 Notice of Default.  From the date hereof through the Closing,
each party hereto shall give to the  representative  of the other parties prompt
written  notice of the  occurrence  or  existence  of any  event,  condition  or
circumstance  occurring  which would  constitute  a violation  or breach of this
Agreement by such party or which would render inaccurate in any material respect
any of such party's representations or warranties herein.


<PAGE>

                                    ARTICLE 7
                              CONDITIONS TO CLOSING

         7.1 Conditions to Obligations of Australia  China  Investments  and the
Stockholder.  The obligations of Australia China Investments and the Stockholder
under this Agreement shall be subject to each of the following conditions:

                  (a) Closing Deliveries. At the Closing, EFHLF and/or the EFHLF
Stockholders  shall have delivered or caused to be delivered to Australia  China
Investments and the Stockholder the following:

                           (i)   resolutions   duly  adopted  by  the  Board  of
                  Directors of EFHLF  authorizing and approving the Exchange and
                  the execution, delivery and performance of this Agreement;

                           (ii) a  certificate  of good  standing for EFHLF from
                  the  relevant  jurisdiction,  dated not earlier than five days
                  prior to the Closing Date;

                           (iii)  subject to compliance  with [Section  14(f) of
                  the   Exchange  Act  and  Rule  14f-1   thereunder],   written
                  resignations  of all officers and directors of EFHLF in office
                  immediately  prior  to  the  Closing,  and  board  resolutions
                  electing the following individuals to the positions with EFHLF
                  listed opposite their names below:

                           Tang Yuxiang .............Chairman of the Board; CEO
                           Qu Shuzhi ..................................Director

                           (iv) certificate  representing the EFHLF Shares to be
                  delivered  pursuant to this Agreement bearing the names of the
                  Stockholders  or the  Stockholders'  nominees,  as provided on
                  Schedule A hereto;

                           (v)  such  other   documents   as   Australia   China
                  Investments  may  reasonably  request in  connection  with the
                  transactions contemplated hereby.

                  (b)   Representations   and   Warranties   to  be  True.   The
representations  and  warranties  of EFHLF  and the  EFHLF  Stockholders  herein
contained  shall be true in all  material  respects at the Closing with the same
effect as though made at such time. EFHLF and the EFHLF  Stockholders shall have
performed in all material  respects all obligations and complied in all material
respects  with all  covenants and  conditions  required by this  Agreement to be
performed or complied with by them at or prior to the Closing.


         7.2 Conditions to Obligations of EFHLF and the EFHLF Stockholders.  The
obligations of EFHLF and the EFHLF  Stockholders  under this Agreement  shall be
subject to each of the following conditions:

                  (a) Closing Deliveries.  On the Closing Date,  Australia China
         Investments  and/or the  Stockholder  shall have delivered to EFHLF the
         following:

                  (i)   certificate(s)    representing   the   Australia   China
         Investments  Shares to be  delivered  pursuant to this  Agreement  duly
         endorsed or accompanied by duly executed stock powers; and

                (ii) such other  documents  as EFHLF may  reasonably  request in
         connection with the transactions contemplated hereby.

                  (b)   Representations   and   Warranties   to  be  True.   The
representations   and  warranties  of  Australia   China   Investments  and  the
Stockholder  herein  contained  shall be true in all  material  respects  at the
Closing  with the same  effect  as though  made at such  time.  Australia  China
Investments and the Australia China Investments Stockholder shall have performed
in all material  respects all obligations and complied in all material  respects
with all covenants and conditions  required by this Agreement to be performed or
complied with by them at or prior to the Closing.


<PAGE>

         7.3 Name  Change & State of  Incorporation.  At or prior to the Closing
Date,  EFHLF's  Board of  Directors  shall have  approved  an  amendment  to the
certificate  of  incorporation  to  change  the name of EFHLF to  "YANTAI  DAHUA
HOLDINGS  COMPANY  LIMITED".  Such amendment  shall be carried out promptly upon
approval of the same by the shareholders of EFHLF.

         7.4 EFHLF Shareholder Meeting.  EFHLF shall call a special shareholders
meeting  to be  held on or  prior  to the  Closing  Date at  which  meeting  the
shareholders  of EFHLF  shall be  requested  to approve,  and  EFHLF's  Board of
Directors  shall recommend  approval of, the terms of this Agreement,  including
the name change described in Section 7.4 and such other matters as shall require
shareholder approval hereunder.



                                    ARTICLE 8
                               GENERAL PROVISIONS

         8.1 Notices. All notices and other communications hereunder shall be in
writing  and shall be deemed to have been duly  given if  delivered  personally,
sent by overnight  courier or mailed by  registered  or certified  mail (postage
prepaid  and  return  receipt  requested)  to the  party  to whom the same is so
delivered,  sent or mailed at addresses set forth on the  signature  page hereof
(or at such other address for a party as shall be specified by like notice).

         8.2  Interpretation.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.

         8.3 Severability.  If any term,  provision,  covenant or restriction of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected,  impaired or invalidated  and the parties shall negotiate
in good faith to modify this  Agreement  to preserve  each  party's  anticipated
benefits under this Agreement.

         8.4  Miscellaneous.  This Agreement  (together with all other documents
and instruments  referred to herein):  (a) constitutes the entire  agreement and
supersedes all other prior agreements and  undertakings,  both written and oral,
among the parties  with  respect to the  subject  matter  hereof;  (b) except as
expressly set forth herein,  is not intended to confer upon any other person any
rights or remedies  hereunder  and (c) shall not be assigned by operation of law
or otherwise, except as may be mutually agreed upon by the parties hereto.

         8.5 Separate Counsel. Each party hereby expressly  acknowledges that it
has been advised to seek its own separate  legal counsel for advice with respect
to this  Agreement,  and that no  counsel  to any party  hereto  has acted or is
acting as counsel to any other party hereto in connection with this Agreement.

         8.6 Governing  Law;  Venue.  This  Agreement  shall be governed by, and
construed and enforced in accordance with, the laws of Belize, Central America.

         8.7  Counterparts  and  Facsimile  Signatures.  This  Agreement  may be
executed in two or more  counterparts,  which together shall constitute a single
agreement.  This Agreement and any documents  relating to it may be executed and
transmitted to any other party by facsimile,  which facsimile shall be deemed to
be, and utilized in all respects as, an original, wet-inked document.

         8.8 Amendment.  This Agreement may be amended, modified or supplemented
only by an instrument in writing executed by all parties hereto.


<PAGE>

         8.9  Parties  In  Interest:  No Third  Party  Beneficiaries.  Except as
otherwise  provided  herein,  the terms and conditions of this  Agreement  shall
inure  to the  benefit  of and be  binding  upon  the  respective  heirs,  legal
representatives,  successors and assigns of the parties  hereto.  This Agreement
shall not be deemed to confer  upon any person not a party  hereto any rights or
remedies hereunder.

         8.10 Waiver. No waiver by any party of any default or breach by another
party of any representation,  warranty,  covenant or condition contained in this
Agreement shall be deemed to be a waiver of any subsequent  default or breach by
such  party of the  same or any  other  representation,  warranty,  covenant  or
condition. No act, delay, omission or course of dealing on the part of any party
in exercising  any right,  power or remedy under this  Agreement or at law or in
equity  shall  operate as a waiver  thereof or otherwise  prejudice  any of such
party's rights, powers and remedies. All remedies,  whether at law or in equity,
shall be cumulative  and the election of any one or more shall not  constitute a
waiver of the right to pursue other available remedies.

         8.11 Expenses. At or prior to the Closing, the parties hereto shall pay
all of their own  expenses  relating to the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  the  fees  and  expenses  of their
respective counsel and financial advisers.


<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.


EQUITY FINANCE HOLDING CORP

By:               /s/ James A. Bishop
                  --------------------------
Name:             James A. Bishop
Title:            Board Chairman
Address:          Suite 408, Calle Cleofas Ruiz #853-B
                  Zona Centro - C.P. 22710
                  Playas De Rosarito, B.C., Mexico

EFHLF STOCKHOLDERS:

By:               /s/ James A. Bishop
                  -------------------------
Name:             James A. Bishop
                  Augen Opticien GMBH of Honk Kong Ltd.
                  EQUITY FINANCE INTERNATIONAL CORPORATION
                  International Money School

Address:          Suite 408, Calle Cleofas Ruiz #853-B
                  Zona Centro - C.P. 22710
                  Playas De Rosarito, B.C., Mexico

AUSTRALIA CHINA INVESTMENTS LIMITED

By:               /s/ Tang Yuxiang
                  -----------------------------
Name:             Tang Yuxiang
Title:            Director
Address:          East of Muping City, Yantai, Shandong, China.

AUSTRALIA CHINA INVESTMENTS STOCKHOLDERS:

                  /s/ Tang Yuxiang
                  -----------------------------
Name:             Tang Yuxiang
Address:          East of Muping City, Yantai, Shandong, China.

                  /s/ Qu Shuzhi
                  -----------------------------
Name:             Qu Shuzhi
Address:          East of Muping City, Yantai, Shandong, China.



<PAGE>


                                   SCHEDULE A

                    AUSTRALIA CHINA INVESTMENTS STOCKHOLDERS


Name             Address                                          No. of Shares
----             -------                                          -------------

Tang Yuxiang     East of Muping City, Yantai,                        2,500,000
                 Shandong, China.


Qu Shuzhi        East of Muping City, Yantai,                        2,500,000
                 Shandong, China.


                                   SCHEDULE B

                               EFHLF STOCKHOLDERS


<TABLE>
<CAPTION>
Name                                       Address                         No. of Shares
----                                       -------                         -------------

Augen Opticien GMBH
<S>                             <C>                                          <C>
of Honk Kong Ltd.               Suite 408, Calle Cleofas Ruiz #853-B         1,000,000
                                Zona Centro - C.P. 22710
                                Playas De Rosarito, B.C., Mexico

EQUITY FINANCE
INTERNATIONAL CORPORATION       Suite 408, Calle Cleofas Ruiz #853-B         1,000,000
                                Zona Centro - C.P. 22710
                                Playas De Rosarito, B.C., Mexico

International Money School      Suite 408, Calle Cleofas Ruiz #853-B          1,000,000
                                Zona Centro - C.P. 22710
                                Playas De Rosarito, B.C., Mexico
</TABLE>