STOCK PURCHASE AGREEMENT

This Stock  Purchase  Agreement  is made and entered into this 30th day of June,
2001, (the "Effective  Date"),  by and between New Cannon,  Inc., a company duly
organized and existing under the laws of United States (the "Seller") and Unimet
Group Limited,  a private  company No. 2953873 duly organized and existing under
the laws of England  (the " Buyer ").  The Seller and the Buyer are  hereinafter
collectively referred to as "Parties" and individually as a "Party".

WHEREAS, the Seller has issued Ten Million Eighteen Thousand (10,018,000) shares
of its common stock and has  authorized  for  issuance  Eighty Nine Million Nine
Hundred Eighty Two Thousand  (89,982,000) shares of common stock and Ten Million
(10,000,000) shares of preferred stock;

WHEREAS,  the Buyer desires to purchase certain shares and the Seller desires to
sell the shares upon the terms and subject to the conditions set forth herein;

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements
contained in this  Agreement,  and in order to  consummate  the purchase and the
sale of shares, it is hereby agreed as follows:

     1. Purchase and Sale. Subject to the terms and conditions set forth herein,
at closing the Seller  shall sell,  convey,  transfer,  and deliver to the Buyer
Four Million Five Hundred Thousand  (4,500,000)  shares of Seller's common stock
having par value of US$ 0.001 (the "Shares"),  and the Buyer shall purchase from
the  Seller  the  Shares in  consideration  of the  Purchase  Price set forth in
Section 2 of this Agreement.

     2. Purchase Price.

     2.1 Consideration.  As total consideration for the purchase and sale of the
Shares,  the Buyer shall pay to the Seller the amount of One Million Two Hundred
Thousand  Fifty US  Dollars  (US  $1,250,000),  such total  consideration  to be
referred to in this Agreement as the "Purchase Price".

     2.2 Payment Terms. The Purchase Price shall be paid as follows:

     (a) The sum of Seven Hundred  Fifty Thousan US Dollars (US $750,000)  shall
be paid to the Seller in cash by wire  transfer to the Seller's  bank account in
accordance  with the following  schedule,  unless the Parties agree otherwise in
writing:

     (i) The sum of Two Hundred Fifty Thousand US Dollars (US $250,000) shall be
paid to the Seller on or before July 16, 2001;

     (ii) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before August 10, 2001;



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     (iii) The sum of One Hundred  Thousand US Dollars  (US  $100,000)  shall be
paid to the Seller on or before September 10, 2001;

     (iv) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before October 10, 2001;

     (v) The sum of One Hundred  Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before November 10, 2001;

     (vi) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before December 10, 2001;

     (b) The sum of Five Hundred Thousand US Dollars (US $500,000) shall be paid
to the Seller on or before  January 10, 2002 either (i) in cash by wire transfer
to the Seller's bank account or, (ii) by transfer to the Seller of the assets of
"FilmStudio.RU"  owned by the Buyer,  a list of such assets to be agreed upon by
the Buyer and the Seller.

     (c) All cash  payment  due to the  Seller  shall  be made to the  following
Seller's account:

BANK OF AMERICA
RENO, NEVADA
Account Number 0049 6178 2434
ABA # 122 400 724


     3. Transfer of Title to Shares.  The Shares shall be issued and  registered
in the name of the Buyer and the title to the Shares,  together with full voting
rights, shall be transferred to the Buyer no later than July 31, 2001, provided,
however,  that pending the full payment of the Purchase Price the certificate to
the Shares shall be held in escrow by the Seller's Transfer Agent: Nevada Agency
and Trust Company of 50 West Liberty  Street,  Suite 880,  Reno,  NV 89501.  The
Seller shall  instruct the Transfer Agent to release to the Buyer such number of
Shares that  corresponds  to the portion of the Purchase Price fully paid by the
Buyer.  Failure by the Seller to transfer the Shares as provided in this Section
3 shall  constitute a material breach of this Agreement and the Buyer shall have
the right to terminate this Agreement and to claim damages as provided herein.



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     4. Conditions Subsequent.  After the closing, the Seller agrees to take the
following actions:

     4.1  Corporate  authorizations.  The Seller  shall  take all the  necessary
corporate  actions to approve the issue of the Shares by the Seller.  The Seller
shall  provide  the  Buyer  with a  certified  copy of such  Seller's  Board  of
Directors minutes no later than July 31, 2001.

     4.2 Changes to the Articles of Incorporation.  No later than July 20, 2001,
the Buyer shall propose changes to the Articles of  Incorporation  of the Seller
that the Buyer deems necessary to ensure its  participation in the management of
the Sellers,  including  representation on the Board of Directors of the Seller.
If the  Parties  fail to agree on the terms of the  changes to the  Articles  of
Incorporation by July 31, 2001, the Buyer shall have the right to terminate this
Agreement and the Seller shall return to the Buyer,  within 2 working days,  all
moneys  and  other  consideration   received  by  the  Seller.  The  Article  of
Incorporation  shall provide that all matters  related to the issue of new stock
by the Seller shall be resolved by 2/3 majority vote of the Board of Directors.

     4.3 New Board of  Directors.  The  Seller  and the Buye  agree that the new
Board of Directors shall consist of 5 members: Mehanem Golan, Evgeny Afineevsky,
Ilia Kokarev,  Alexander Walker,  and Victor Freilich.  The Seller shall adopt a
corresponding  resolution  and shall  deliver a copy of it to the Buyer no later
than July 31, 2001.  All  decisions of the Board shall require a 2/3 majority of
the members present at the meeting.

     4.4 Audit.  No later than July 31,  2001 the  Seller  shall  provide to the
Buyer the audit of the Seller's  assets which audit shall  confirm the Company's
capitalization  of approximately  US$ 5,000,000,  together with the assets to be
received by the Seller under this Agreement.

     5.  Purchase  Option.  The Seller and the Buyer agree that the Seller shall
provide Mr.  Victor  Freilich and Mr. Vadim  Lipkind with a five-year  option to
purchase  additional  Seven  Hundred  Sixty Four  Thousand  One Hundred and Five
(764,105)  shares of the  Seller's  common  stock at a price no  exceeding  Five
Hundred Thousand US Dollars (US$ 500,000).

     6. Negative Covenants of the Seller. Except as may be expressly required by
this Agreement or as may be expressly  permitted upon the prior written  consent
of the  Buyer,  the Seller  shall not  undertake  or cause any of the  following
actions to occur or  conditions  to arise,  and the Seller  shall take all steps
which may be necessary or  appropriate to prevent such actions from occurring or
conditions from arising, from the date hereof until the expiration date hereof:


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     6.1 The sale,  transfer,  lease,  or assignment of, or grant of a mortgage,
charge,  pledge, lien or other encumbrance  securing any obligation of any legal
or natural  person  (the  "Lien")  with  respect to, any  material  asset of the
Seller, or any right, title or interest therein, directly or indirectly;

     6.2  Undertaking,  approving,  or taking  any  steps to  pursue  any of the
following:

     (a)  the  payment  of any  extraordinary  compensation  or  bonuses  to any
director, officer, employee, agent, advisor or representative of the Seller;

     (b) entry into any  transaction  with the  Seller's  stockholders  or their
affiliates,  directly  or  indirectly,  except  in the  ordinary  course  of the
Seller's business (provided,  that the aggregate amount of all such transactions
may not exceed Twenty Five Thousand United States Dollars (US$25,000));

     (c) the Seller's incurrence of total additional indebtedness,  in any form,
in excess of Twenty Five Thousand United States Dollars (US$25,000).

     6.3  Participation or agreement to participate by th Seller,  or any of its
officers, directors, employees, agents or representatives, in any discussions or
negotiations  with any third  party  relating  to any of the  matters  described
above.

     7.  Representations  and  Warranties of Seller.  The Seller  represents and
warrants that as of the Execution Date :

     7.1  The  corporate  documents  of the  Seller  have  been  adopted  by all
necessary  corporate action on the part of the Seller and its stockholders,  are
properly registered with the state authorities and are in full force and effect.

     7.2 One  Hundred  Million  (100,000,000)  shares  of  common  stock and Ten
Million  (10,000,000)  shares  of  preferred  stock  of  the  Seller  have  been
authorized for issuance,  of which Ten Million  Eighteen  Thousand  (10,018,000)
shares have been issued and are currently outstanding.

     7.3  Except as  provided  in  Section  8.2,  the  Seller  has not issued or
authorized for issuance any common or preferred stock. The Seller has not issued
or authorized  for issuance any class of equity  security  other than the common
and preferred  stock, or any class of security  convertible into an exchangeable
for the common stock or any other class of equity security.

     7.4 The  Seller is not a party to or  otherwise  subject  to any  agreement
relating to the issuance,  sale, pledge,  hypothecation or other transfer of the
Seller's equity securities.


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     7.5 Except for overdue  indebtedness  previously  disclosed to the Buyer in
writing,  neither the Seller nor any of its  subsidiaries is in violation of any
term of any  agreement  or  instrument  to which it is a party or by which it is
bound (including without limitation any financial indebtedness or any instrument
or agreement relating thereto), or of any applicable  legislation or regulations
(including  without  limitation  any  legislation  or  regulations  relating  to
environmental  protection  or pollution  control,  and  occupational  health and
safety standards and controls), the consequence of which could,  individually or
in the aggregate,  have a material  adverse effect on the business,  operations,
affairs, condition, properties or prospects of the Seller.

     7.6 The Seller has filed all necessary tax returns and reports, and (i) all
required taxes and payments to mandatory  funds have been made; (ii) there is no
tax debt nor debt on custom duties, taxes or payments to mandatory funds, and no
penalties or fines in respect thereof;  and (iii) there are no disputes existing
or threatened with tax authorities regarding taxes.

     7.7 Except as  previously  disclosed  to the Buyer in writing,  there is no
action,  proceeding or  investigation  pending or, to the best  knowledge of the
Seller upon due inquiry,  threatened (or any basis therefor known to the Seller)
which  questions  the  validity  of  the  licenses,   or  the  validity  of  the
transactions contemplated hereby, or which might result,  individually or in the
aggregate,  in  any  adverse  change  in  the  business,  operations,   affairs,
condition,  properties or prospects of the Seller, or in any material  liability
on the part of the Seller or any subsidiary.

     8.  Representations  and  Warranties  of  Each  Party.  Each  Party  hereby
represents and warrants to the other Party, on the Execution Date as follows:

     8.1 The Party is duly  organized,  validly  existing  and in good  standing
under the laws of its jurisdiction of organization.

     8.2 The Party has the requisite  power and  authority to sign,  deliver and
perform its obligations  under this  Agreement.  The signing and delivery by the
Party of this  Agreement,  and the  performance by the Party of its  obligations
thereunder, have been duly authorized by all necessary corporate or other action
on the part of itself and its stockholders or members, as the case may be.

     8.3 This  Agreement  has been duly signed and  delivered  by the Party and,
subject  to the due  signing  and  delivery  hereof  by the  other  Party,  this
Agreement is a valid and binding  obligation of the Party,  enforceable  against
the Party in accordance with its terms.


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     8.4 The signing and delivery by the Party of this  Agreement  does not, and
the  consummation  by the  Party of the  transactions  contemplated  hereby  and
compliance  with the  provisions  hereof will not, (i) conflict  with any of the
provisions of the  organizational  documents of the Party,  (ii) conflict  with,
result in a breach of or default  (with or without  notice or lapse of time,  or
both) under,  give rise to a right of termination,  cancellation or acceleration
of any obligation or loss of a benefit  under,  require the consent of any legal
or natural  person  under,  or result in the  creation of any liens,  mortgages,
charges,  pledges or other encumbrance  securing any obligation of any person on
any property or asset of the Party  under,  any  indenture  or other  agreement,
permit,  franchise,  license or other document or undertaking to which the Party
is a party or by which the Party or any of its  properties or assets is bound or
affected, or (iii) contravene any laws or regulations, injunction, determination
or award  applicable  to the Party or any of its  properties  or assets,  which,
individually  or in the aggregate,  would have a material  adverse effect on the
validity  or  enforceability  of, or the  ability  of the Party to  perform  its
obligations under, this Agreement.

     8.5 All necessary  consents,  approvals or authorization of, or declaration
or filing with, or notice to, any state authority of any level which is required
to be obtained or made by or with respect to the Party,  in connection  with the
signing and delivery of this Agreement by the Party or the  consummation  by the
Party of the  transactions  contemplated  hereby have been properly  obtained or
made.

9. General Provisions

     9.1 Entire Agreement. This Agreement (including the exhibits hereto and any
written  amendments  hereof  executed  by the  parties)  constitutes  the entire
Agreement and  supersedes  all prior  agreements  and  understandings,  oral and
written, between the parties hereto with respect to the subject matter hereof.

     9.2 Term.  This Agreement  shall become  effective as of the Effective Date
and,  unless sooner  terminated as provided  herein,  shall  terminate upon full
payment of the Purchase Price.

     9.3 Amendment.  This Agreement may only be amended b the written consent of
all of the Parties hereto at the time of such amendment.

     9.4 Further Assurances. Each Party agrees to perfor any further acts and to
execute and deliver any further documents,  which may be reasonably necessary to
carry out the provisions of this Agreement.

     9.5  Severability.  In the event that any of the  provisions,  or  portions
thereof,  or this Agreement are held to be unenforceable or invalid by any court


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of competent  jurisdiction,  the validity and  enforceability  of the  remaining
provisions, or portions thereof, shall not be affected thereby.

     9.6  Construction.  As used herein,  the singular  number shall include the
plural,  and the plural number shall include the  singular,  and the  masculine,
feminine  or neuter  gender  shall  include the others  whenever  the context so
indicates.

     9.7  Assignment.  Neither  Party  can  assign or  transfe  its  rights  and
obligations  under this  Agreement  without prior  written  consent of the other
Party, which consent cannot be unreasonably withheld.

     9.8 Inurement.  Subject to the restrictions  against transfer or assignment
as herein contained, the provisions of this Agreement shall inure to the benefit
of and  shall be  binding  upon the  assigns,  successors-in-interest,  personal
representatives, estates, heirs and legatees of each of the Parties.

     9.9 Sections and Other Headings.  The section and other headings  contained
in this  Agreement  are for  reference  purposes  only and shall not  affect the
meaning or interpretation of this Agreement.

     9.10 Notices.  All notices required to be given hereunder shall be given by
personally  delivering  such notice or by mailing it, via certified mail, to the
other Party at the following addresses:

If to the Seller:
-----------------
304 North Edinburgh Ave.
Los Angeles, CA 90048
USA

If to the Buyer:
---------------
Unimet Group Limited
28 Grovenor Str
London, W1X 9FE
UK

The above  addresses may only be changed by giving written notice of such change
of address, via certified mail, to the other Party.

     9.11  Governing  Law. This  agreement,  and all  transactions  contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of State of Nevada, USA.



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     9.12  Litigation  Costs.  If any legal action or any  arbitration  or other
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute,  breach, default or misrepresentation in connection with any of
the provisions of this Agreement,  the successful or prevailing Party or Parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or  proceedings,  in addition to any other  relief to which it or
they may be entitled.

     9.13  Arbitration.  Any  controversy  arising out of thi  Agreement  or its
breach shall be settled by Nevada courts.

     9.14 Adequate  Consideration.  The Parties each  acknowledge that they have
received adequate consideration for agreeing to enter into this Agreement.

IN  WITNESS  of their  agreement  each  Party  has  caused  its duly  authorized
representative to sign this instrument on the date first above written.

New Cannon, Inc. Unimet Group Limited

/s/Evgeny Afineevsky /s/Sergei Tupitsin
   ------------------------------------
   Evgeny Afineevsky Sergei Tupitsin
   President & CEO Director



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