EXHIBIT 2.1
                                                                     -----------

THIS AGREEMENT dated for reference the 15th day of January, 2001.

AMONG:

                  595604 B.C. LTD., a private British  Columbia Company with its
                  registered and records office located at 1100 Melville Street,
                  6th Floor, Vancouver, British Columbia, V6E 4A6

                  ("595604")
                                                               OF THE FIRST PART
AND:

                  ROBERT McLAUCHLAN,  businessman,  of 3815 - 18th Street, S.W.,
                  Calgary, Alberta, T2T 2V2


                  ("McLauchlan")

                  and

                  KENT  COURTICE,   businessman,   of  1583  West  65th  Avenue,
                  Vancouver, British Columbia, V6P 2P9

                  ("Courtice")
                                                              OF THE SECOND PART

                  (595604,  McLauchlan and Courtice are hereinafter collectively
                  referred to as the "Assignors")

AND:

                  PUBLIC IDEA CAPITAL LTD., a British Columbia company, with its
                  registered and records office at 1800, 999 W. Hastings Street,
                  Vancouver, British Columbia, V6C 2W2

                  ("Public Idea")

                  and

                  LIANG Xue  Ming,  businessman,  of Room  1306 - #86  TianHeBei
                  Road, Guangzhou, China, 510620

                  ("Liang")

                  (Public Idea and Liang are hereinafter  collectively  referred
                  to as the "Assignees")

                                                               OF THE THIRD PART

<PAGE>

AND:

                  eSPORTBIKE.COM,  INC., a Nevada  corporation with an office at
                  #6 - 8415 Granville Street,  Vancouver,  British Columbia, V6P
                  4Z9


                  ("ESPB")
                                                              OF THE FOURTH PART
AND:

                  SINORAY   TECHNOLOGY   LIMITED,   a  British   Virgin   Island
                  corporation  with  an  address  at  P.O.  Box  957,   Offshore
                  Incorporations Centre, Road Town, British Virgin Islands

                  ("Sinoray")
                                                               OF THE FIFTH PART


WHEREAS:

A.       ESPB is a Nevada corporation that is registered in the United States of
         America   under  the   Securities   Exchange   Act  of  1934  (the  "US
         Legislation")  and its shares are quoted and trade publicly through the
         OTC:BB in the United States;

B        The Assignors own a current debt of US$220,000 which is owed to them by
         ESPB and they have agreed to sell and assign the Debt to the  Assignees
         upon the terms and subject to the conditions contained herein;

C.       McLauchlan  and  Courtice  are  the  legal  and  beneficial  owners  of
         5,000,000   restricted   shares  each  in  the  capital  of  ESPB  (the
         "Restricted  Shares")  and  have  agreed  to  transfer  the same to the
         Assignees or their nominee upon the terms and subject to the conditions
         contained herein; and

D.       McLauchlan and Courtice have agreed to resign as officers and directors
         of ESPB, as applicable,  concurrently with the full payment of the Debt
         contemplated hereby.


                  NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in consideration
                  of the promises,  covenants, terms, conditions representations
                  and warranties hereinafter set forth, the parties hereto agree
                  each with the other as follows:

1.       SALE OF DEBT

1.1      Subject  to the terms and  conditions  set out  herein,  the  Assignees
hereby agree to purchase from the Assignors,  and the Assignors  hereby agree to
sell and transfer to the  Assignees,  a current debt of US$220,000  (the "Debt")
owed to Assignors by ESPB, or any portion thereof.  The Debt may be purchased by
the Assignees for the payment of the aggregate sum of US$220,000 (the "Payment")
to the Assignors as follows:

                                      -2-

<PAGE>

a)       US$100,000 on the signing of this Agreement; and

b)       US$120,000 by February 15, 2001.

1.2      The  Assignors  acknowledge  and  agree  that the sums  comprising  the
Payment,  if paid in whole or in part,  will be paid on or before the respective
due dates by  solicitors  trust  cheques  from Harder & Company  made payable to
"Jeffs &  Company  Law  Corporation,  in trust"  and  delivered  to the  address
contained in paragraph 6 hereof.  The Assignors agree that  McLauchlan  shall be
authorized to see to the proper disposition of any funds paid hereunder.

1.3      The Assignors  covenant and agree that any Payment made by or on behalf
of the Assignees,  or either of them, will,  without further action,  constitute
valid and fully  enforceable  assignments of the portion of the Debt represented
by the Payment made to the Assignors,  notwithstanding the entire Payment is not
paid as contemplated by paragraph 1.1 and irrespective of any other  performance
or lack thereof under this Agreement.

1.4      The Payment  contemplated  by item (a) of paragraph 1.1 will be made by
Liang.  The parties  hereto  agree that such Payment will be deemed to have been
made by or on behalf of Liang,  that  portion of the Debt will have been validly
assigned to Liang,  Liang will be the owner of that portion of the Debt that has
been paid, and the Assignors shall have no claim against ESPB for such amount.

1.5      The Payment  contemplated  by item (b) of paragraph 1.1 will be made by
Public Idea,  however,  if it is not made,  in whole or in part, by the due date
noted, Liang will have the right to make the entire second payment of US$120,000
within  fourteen (14) calendar days  thereafter and, in such an event Liang will
own the  entire  Debt and will have the right to  convert  the same to shares of
ESPB at a deemed value of US$0.08 per share. If Public Idea makes only a part of
the  payment  contemplated  by item (b) of  paragraph  1.1 by the due date,  the
ownership of the Debt and the right to convert the same into shares of ESPB will
be pro-rated  between Liang and Public Idea  according to the amount of the Debt
paid by each,  provided that Liang shall have the right to make up any shortfall
in the  $US120,000  payment  contemplated  by item (b) of  paragraph  1.1 within
fourteen (14)  calendar  days  thereafter in order to ensure that the balance of
the transactions contemplated by this Agreement proceed.

1.6      If Public Idea makes the entire US$120,000 payment contemplated by item
(b) of  paragraph  1.1,  the parties  hereto agree that Public Idea will own the
entire Debt, including the amounts deemed to have been paid by Liang pursuant to
paragraph 1.4.

1.7      ESPB  consents to the  assignment  of the Debt to the  Assignees.  ESPB
agrees that a copy of a cancelled trust cheque will be full and sufficient proof
of payment and the  assignment  of that portion of the Debt to the Assignees and
ESPB agrees to thereafter be bound by the  assignment of the portion of the Debt
that has been so paid.

1.8      ESPB hereby  acknowledges and agrees that any part of the Debt assigned
to the  Assignees  or either of them  pursuant  to this  Agreement  may,  at the
election of the  Assignees,  be settled in shares of ESPB (the "Debt  Settlement
Shares") at a deemed price of US$0.08 per share,  irrespective of the completion
of the balance of the transactions  hereunder.  In the event the entire purchase
and  assignment of the Debt does not complete in accordance  with paragraph 1.1,
ESPB agrees to forthwith cause a registration statement to be prepared and filed
under the  Securities  Act of 1933 (United  States) (the "1933 Act") in order to
remove any trading restrictions that apply to any Debt Settlement Shares.

                                      -3-

<PAGE>

2.       RESTRICTED SHARES

2.1      In the event that all amounts are paid as contemplated by paragraph 1.1
hereof,  concurrently  with the Assignees,  or either of them, making the second
payment,  McLauchlan and Courtice  agree to transfer the Restricted  Shares (the
"Transfer") to Sinoray or its nominee.  Sinoray acknowledges that the Restricted
Shares are subject to restrictions on transfer pursuant to the 1933 Act and that
the transfer must be accomplished  in compliance with all applicable  provisions
of the 1933 Act.

2.2      As  consideration  for  receiving the entire amount of Debt paid for by
Liang pursuant to paragraph 1.4,  Public Idea covenants and agrees to relinquish
all interest in the Restricted  Shares to be transferred to Sinoray  pursuant to
paragraph 2.1.

2.3      In order to accomplish  the Transfer,  ESPB and the Assignors  agree to
promptly  perform all actions and prepare and execute any and all  documents  as
may be  required  by the  transfer  agent of ESPB to  recognize  and  record the
Transfer.  If, for any reason,  the  Transfer  cannot be promptly  completed  in
accordance  with  the  1933  Act,  McLauchlan  and  Courtice  agree  to hold the
Restricted Shares in trust for Sinoray or its nominee for as long as it takes to
accomplish  the  Transfer  and, in the  alternative  at the election of Sinoray,
McLauchlan and Courtice agree to tender the Restricted  Shares  directly to ESPB
for return to treasury or  cancellation,  provided all payments under  paragraph
1.1 have been made.

2.4      Provided all payments  under  paragraph 1.1 have been made,  McLauchlan
and Courtice  agree,  jointly and severally,  to vote the  Restricted  Shares as
directed by Sinoray at any  shareholders'  meeting of ESPB held while McLauchlan
and Courtice hold the Restricted Shares in trust for Public Idea.


3.       RESIGNATIONS AND APPOINTMENT OF MANAGEMENT

3.1      Concurrently  with  the  Assignees  making  the  second  payment  under
paragraph 1.1,  McLauchlan and Courtice will appoint one nominee proposed by the
Assignees  to the  Board of  Directors  of ESPB  and  McLauchlan  and  Courtice,
immediately  thereafter,  will  tender to ESPB  their  written  resignations  as
directors and from all other  positions held with ESPB. The Assignees agree that
the  nominee  proposed by them shall  consent to become a director  and shall be
duly qualified to become a director of ESPB. 4. REPRESENTATIONS AND WARRANTIES

4.1      The Assignors,  as  applicable,  represent and warrant to the Assignees
and  Sinoray as follows  and  acknowledge  that the  Assignees  and  Sinoray are
relying upon such representations and warranties in connection with the purchase
of the Debt and the Transfer and that the  Assignees  and Sinoray would not have
entered into this Agreement without such representations and warranties:


                                      -4-

<PAGE>

(a)      McLauchlan  and Courtice  are the  beneficial  owner of the  Restricted
         Shares,   and  the  Restricted   Shares  are  free  and  clear  of  all
         encumbrances of any kind, except the restrictions which presently apply
         under the 1933 Act;

(b)      McLauchlan and Courtice have the due and sufficient right and authority
         to  transfer  the  legal and  beneficial  title  and  ownership  of the
         Restricted Shares to Sinoray and the Debt to the Assignees, as the case
         may be;

(c)      no person,  firm or corporation  has any agreement or option or a right
         capable  of  becoming  an  agreement  for  the  purchase  of any of the
         Restricted Shares;

(d)      595604  represents  and  warrants  that  it is  duly  incorporated  and
         organized,  validly  existing  and in good  standing  under the laws of
         British Columbia,  and has all necessary  corporate power and authority
         to own, lease and operate its properties and to conduct its business as
         and in the  places  where  such  properties  are now  owned,  leased or
         operated or such business is now conducted;

(e)      595604  represents  and warrants  that it has the  necessary  corporate
         power and  authority  to enter into and deliver  this  Agreement on the
         terms and  conditions  set forth in this  Agreement  and to do all such
         acts and things as may be necessary to give effect to the  transactions
         contemplated  hereby.  The execution,  delivery and performance of this
         Agreement  by  595604  of its  obligations  hereunder  have  been  duly
         authorized  by  all  necessary  corporate  action  on  its  part.  Such
         execution,  delivery  and  performance  by 595604  does not require any
         action or consent of, any  registration  with, or notification  to, any
         governmental  body,  or any action or  consent  under any laws to which
         595604 or its properties are subject;

(f)      McLauchlan is the sole shareholder of 595604;

(g)      the  Assignors  represent  and  warrant  that  they  have  the  due and
         sufficient right and authority to enter into and deliver this Agreement
         on the terms and  conditions  set forth in this Agreement and to do all
         such  acts  and  things  as may be  necessary  to  give  effect  to the
         transactions contemplated hereby;

(h)      this Agreement constitutes a legal, valid and binding obligation of
         each of the Assignors enforceable against them in accordance with the
         terms of this Agreement; and

(i)      the execution and delivery of this Agreement, the consummation of the
         transactions contemplated herein, the performance by the Assignors of
         their obligations hereunder and the compliance by the Assignors with
         this Agreement will not:

         (i)      with  respect to 595604,  violate,  contravene  or breach,  or
                  constitute  a default  under  its  constating  instruments  or
                  by-laws;

                                      -5-

<PAGE>

         (ii)     violate,  contravene or breach,  or constitute a default under
                  any contract, agreement, indenture,  instrument, or commitment
                  to which either of the  Assignors are a party or subject or by
                  which they are bound or affected, as the case may be; or

         (iii)    to the best of the knowledge of the  Assignors,  result in the
                  violation of any laws..

4.2      The representations and warranties  hereinbefore set out are conditions
on which the Assignees and Sinoray have relied in entering into this  Agreement,
are to be construed as both  conditions and warranties and shall,  regardless of
any  investigation  which may have been made by or on behalf of the Assignees or
Sinoray as to the accuracy of such  representations and warranties,  survive the
closing of the transaction for a period of 30 days  contemplated  hereby and the
Assignors  will  indemnify and save the Assignees and Sinoray  harmless from all
loss, damage,  costs, actions and suits arising out of or in connection with any
breach of any representation or warranty contained in this Agreement.

4.3      ESPB  represents  and warrants to the  Assignees and Sinoray as follows
and  acknowledges   that  the  Assignees  and  Sinoray  are  relying  upon  such
representations  and  warranties  in  connection  with the Transfer and that the
Assignees  and Sinoray would not have entered into this  Agreement  without such
representations and warranties:

(a)      ESPB is a company duly  incorporated,  validly  subsisting  and in good
         standing  under the laws of  Nevada,  and has all  necessary  corporate
         power and  authority to own,  lease and operate its  properties  and to
         conduct its business as and in the places where such properties are now
         owned, leased or operated or such business is now conducted;

(b)      all required  filings with the United  States  Securities  and Exchange
         Commission and those required under the US Legislation  are current and
         accurate  and  they  will  remain  current  and  accurate  pending  the
         completion  of the purchase of the Debt and the  Transfer,  as the case
         may be;

(c)      there  have  been no  material  adverse  changes  in the  corporate  or
         financial  affairs of ESPB since  January 1, 2001 and the  business  of
         ESPB has been carried on in the normal course since that date;

(d)      ESPB is not  experiencing  nor is it aware of any  occurrence  or event
         that might  reasonably be expected to have a materially  adverse effect
         on its business or the results of its operations;

(e)      save and except as  previously  disclosed in writing to the  Assignees,
         there are no material  liabilities,  contingent or otherwise,  of ESPB,
         and  ESPB  has not  guaranteed,  or  agreed  to  guarantee,  any  debt,
         liability or other obligation of any person, firm or corporation;

(f)      save and except for the Debt,  ESPB is not indebted to the Assignors or
         any  affiliate  of the  Assignors,  and ESPB is not  liable  to pay any
         outstanding management fees, and neither the Assignors nor, to the best
         their  knowledge,   is  any  other  director,   officer,   employee  or
         shareholder of ESPB indebted or under obligation to ESPB on any account
         whatsoever;

                                      -6-

<PAGE>

(g)      no dividends of ESPB have been made, declared or authorised;

(h)      ESPB does not have any contracts,  agreements,  pension  plans,  profit
         sharing plans, bonus plans, undertakings, or arrangements whether oral,
         written  or  implied  with  employees,  lessees,  licensees,  managers,
         accountants,  suppliers,  agents,  distributors,  officers,  directors,
         lawyers,  or others  which  cannot be  terminated  immediately  without
         liability to ESPB,  except as previously  disclosed to the Assignees in
         writing;

(i)      ESPB is not in breach of any laws, ordinances,  statutes,  regulations,
         by-laws, orders or decrees to which it is subject or which apply to it;

(j)      all tax returns  and  reports of ESPB  required to be filed prior to or
         concurrently with the date hereof have been filed and are substantially
         true,  correct  and  accurate,  and all taxes  and  other  governmental
         charges have been paid or accrued in the books of ESPB;

(k)      all  material  transactions  of ESPB have been  promptly  and  properly
         recorded or filed in or with its respective books and records,  and the
         minute  book  of  ESPB   contains  all  records  of  the  meetings  and
         proceedings of shareholders and directors  thereof,  except for minutes
         of the annual general meeting of shareholders for 2000;

(l)      the only present directors and officers of the Company are as follows:

         Robert McLauchlan, Chief Executive Officer and director
         Kent Courtice, President and director

(m)      the Debt is fully and properly recorded on the financial statements and
         books  and  records  of ESPB  and is  undisputed  by ESPB  and is fully
         acknowledged and accepted;

(n)      there are issued and  outstanding  15,400,000  shares in the capital of
         ESPB and no person,  firm or corporation has any agreement or option or
         a right capable of becoming an agreement for the purchase, subscription
         or issuance of any of the unissued shares of ESPB, except as relates to
         the  conversion  of the Debt or any  part  thereof  and any  subsequent
         transactions not involving the Assignors which may be completed between
         the Assignees and ESPB;

(o)      the Restricted Shares are validly issued, fully paid and non-assessable
         shares not  subject to any trading  restrictions  other than as set out
         herein;

(p)      no person has or asserts any present,  future or  contingent  rights of
         indemnification   or  subrogation  by  virtue  of  any  transaction  or
         happening occurring in relation to ESPB;

(q)      except as previously  disclosed to the  Assignees in writing,  ESPB has
         not assigned,  transferred,  sold, discharged,  encumbered,  mortgaged,
         charged,  hypothecated  or in any way  disposed  of or  dealt  with its
         assets or agreed to do so;

                                      -7-

<PAGE>

(r)      all statutory  requirements  and all regulations  under any statute and
         all orders and awards of any competent authority made prior to the date
         hereof in respect of ESPB have been complied with,  except ESPB did not
         hold an annual general meeting of its shareholders in 2000;

(s)      ESPB is not  engaged or  concerned  in any  litigation  or  arbitration
         proceedings  either as plaintiff or defendant or otherwise and there is
         no basis for and there are no law suits pending or  threatened  against
         ESPB or any proceedings in respect of which ESPB is liable to indemnify
         any party  concerned  therein and that there are no claims already made
         which, if pursued, might result in proceedings of any kind against ESPB
         nor are there any  circumstances  likely to cause  ESPB to be or become
         involved as a party to any litigation or arbitration;

(t)      no steps have been taken or resolutions  passed or petitions  presented
         or orders made for the winding up of ESPB nor for the appointment of an
         administrator,  a controller,  a receiver or receiver manager of any of
         the assets or undertaking of ESPB nor has ESPB had an  administrator or
         controller appointed nor has ESPB gone into liquidation or receivership
         or called a meeting with a view to going into liquidation;

(u)      ESPB has not given any power of  attorney to any person or is under any
         obligation to give any power of attorney to any person;

(v)      ESPB has the necessary  corporate power and authority to enter into and
         deliver this  Agreement on the terms and  conditions  set forth in this
         Agreement  and to do all such acts and  things as may be  necessary  to
         give effect to the  transactions  contemplated  hereby.  The execution,
         delivery and  performance of this Agreement by ESPB of its  obligations
         hereunder have been duly authorized by all necessary  corporate  action
         on its part. Such execution,  delivery and performance by ESPB does not
         require  any  action  or  consent  of,  any   registration   with,   or
         notification to, any governmental  body, or any action or consent under
         any laws to which ESPB or its properties are subject;

(w)      this  Agreement  constitutes a legal,  valid and binding  obligation of
         ESPB  enforceable  against  ESPB in  accordance  with the terms of this
         Agreement;

(x)      the execution and delivery of this Agreement,  the  consummation of the
         transactions  contemplated  herein,  the  performance  by  ESPB  of its
         obligations  hereunder and the  compliance by ESPB with this  Agreement
         will not:

         (i)      violate,  contravene or breach,  or constitute a default under
                  the constating instruments or by-laws of ESPB;

         (ii)     violate,  contravene or breach,  or constitute a default under
                  any contract, agreement, indenture,  instrument, or commitment
                  to which ESPB is a party or is subject or by which it is bound
                  or affected, as the case may be; or

         (iii)    to the best of the knowledge of ESPB,  result in the violation
                  of any laws.

                                      -8-

<PAGE>

4.4      The representations and warranties  hereinbefore set out are conditions
on which the Assignees  have relied in entering into this  Agreement,  are to be
construed  as both  conditions  and  warranties  and  shall,  regardless  of any
investigation  which may have been made by or on behalf of the  Assignees  as to
the accuracy of such representations and warranties,  survive the closing of the
transaction  for a period of 30 days  contemplated  hereby and the Assignors and
ESPB will  indemnify  and save the  Assignees  harmless  from all loss,  damage,
costs,  actions and suits arising out of or in connection with any breach of any
representation or warranty contained in this Agreement.

4.5      The Assignees, as applicable, represent and warrant to the Assignors as
follows and acknowledge  that the Assignors are relying on such  representations
and  warranties in connection  with the  assignment of the Debt and the Transfer
and that the Assignors  would not have entered into this Agreement  without such
representations and warranties:

(a)      Public Idea  represents and warrants that it is duly  incorporated  and
         organized,  validly  existing  and in good  standing  under the laws of
         British Columbia,  and has all necessary  corporate power and authority
         to own, lease and operate its properties and to conduct its business as
         and in the  places  where  such  properties  are now  owned,  leased or
         operated or such business is now conducted;

(b)      Public Idea represents and warrants that it has the necessary corporate
         power and  authority  to enter into and deliver  this  Agreement on the
         terms and  conditions  set forth in this  Agreement  and to do all such
         acts and things as may be necessary to give effect to the  transactions
         contemplated  hereby.  The execution,  delivery and performance of this
         Agreement by Public Idea of its  obligations  hereunder  have been duly
         authorized  by  all  necessary  corporate  action  on  its  part.  Such
         execution, delivery and performance by Public Idea does not require any
         action or consent of, any  registration  with, or notification  to, any
         governmental  body,  or any action or  consent  under any laws to which
         Public Idea or its properties are subject;

(c)      Liang  represents and warrants that he has the due and sufficient right
         and authority to enter into and deliver this Agreement on the terms and
         conditions  set  forth in this  Agreement  and to do all such  acts and
         things  as  may  be  necessary  to  give  effect  to  the  transactions
         contemplated hereby;

(d)      this  Agreement  constitutes a legal,  valid and binding  obligation of
         each of the Assignees  enforceable  against them in accordance with the
         terms of this Agreement; and

(e)      the execution and delivery of this Agreement,  the  consummation of the
         transactions  contemplated  herein, the performance by the Assignees of
         their  obligations  hereunder and the  compliance by the Assignees with
         this Agreement will not:

         (i)      with respect to Public Idea, violate, contravene or breach, or
                  constitute  a default  under  its  constating  instruments  or
                  by-laws;

         (ii)     violate,  contravene or breach,  or constitute a default under
                  any contract, agreement, indenture,  instrument, or commitment
                  to which either of the  Assignees are a party or subject or by
                  which they are bound or affected, as the case may be; or

         (iii)    to the best of the knowledge of the  Assignees,  result in the
                  violation of any laws.

                                       -9-

<PAGE>

4.6      The representations and warranties  hereinbefore set out are conditions
on which the Assignors  have relied in entering into this  Agreement,  are to be
construed  as both  conditions  and  warranties  and  shall,  regardless  of any
investigation  which may have been made by or on behalf of the  Assignors  as to
the accuracy of such representations and warranties,  survive the closing of the
transaction for a period of 30 days  contemplated  hereby and the Assignees will
indemnify and save the Assignors harmless from all loss, damage,  costs, actions
and suits arising out of or in connection with any breach of any  representation
or warranty contained in this Agreement.

4.7      Sinoray  represents  and  warrants  to the  Assignors  as  follows  and
acknowledges  that  the  Assignors  are  relying  on  such  representations  and
warranties  in connection  with the  assignment of the Debt and the Transfer and
that the  Assignors  would not have  entered  into this  Agreement  without such
representations and warranties:

(a)      Sinoray  represents  and  warrants  that  it is duly  incorporated  and
         organized,  validly existing and in good standing under the laws of the
         British  Virgin  Islands,  and has all  necessary  corporate  power and
         authority to own,  lease and operate its  properties and to conduct its
         business  as and in the  places  where such  properties  are now owned,
         leased or operated or such business is now conducted;

(b)      Sinoray  represents  and warrants that it has the  necessary  corporate
         power and  authority  to enter into and deliver  this  Agreement on the
         terms and  conditions  set forth in this  Agreement  and to do all such
         acts and things as may be necessary to give effect to the  transactions
         contemplated  hereby.  The execution,  delivery and performance of this
         Agreement  by  Sinoray  of its  obligations  hereunder  have  been duly
         authorized  by  all  necessary  corporate  action  on  its  part.  Such
         execution,  delivery  and  performance  by Sinoray does not require any
         action or consent of, any  registration  with, or notification  to, any
         governmental  body,  or any action or  consent  under any laws to which
         Sinoray or its properties are subject;

(c)      Liang is a principal shareholder of Sinoray;

(d)      this  Agreement  constitutes a legal,  valid and binding  obligation of
         Sinoray  enforceable  against it in  accordance  with the terms of this
         Agreement; and

(e)      the execution and delivery of this Agreement,  the  consummation of the
         transactions  contemplated  herein,  the  performance by Sinoray of its
         obligations hereunder and the compliance by Sinoray with this Agreement
         will not:

         (i)      violate,  contravene or breach,  or constitute a default under
                  its constating instruments or by-laws;

         (ii)     violate,  contravene or breach,  or constitute a default under
                  any contract, agreement, indenture,  instrument, or commitment
                  to which Sinoray is a party or subject or by which it is bound
                  or affected; or

         (iii)    to the  best  of  the  knowledge  of  Sinoray,  result  in the
                  violation of any laws.

                                      -10-

<PAGE>

4.8      The representations and warranties  hereinbefore set out are conditions
on which the Assignors  have relied in entering into this  Agreement,  are to be
construed  as both  conditions  and  warranties  and  shall,  regardless  of any
investigation  which may have been made by or on behalf of the  Assignors  as to
the accuracy of such representations and warranties,  survive the closing of the
transaction  for a  period  of 30 days  contemplated  hereby  and  Sinoray  will
indemnify and save the Assignors harmless from all loss, damage,  costs, actions
and suits arising out of or in connection with any breach of any  representation
or warranty contained in this Agreement.

4.9      ESPB  covenants and agrees with the Assignees that until the completion
of the transactions contemplated hereby it will:

(a)      maintain its corporate existence, and carry on and conduct its business
         in a proper,  efficient and businesslike  manner and in accordance with
         good business practice;

(b)      allow the Assignees,  Sinoray and their authorized  representatives and
         agents to be entitled  whenever they deem it reasonably  necessary,  to
         inspect the books and records of ESPB and make  extracts  therefrom and
         generally  conduct such examination of the books and records of ESPB as
         they may deem fit; and

(c)      not:

         (i)      transfer,  sell  or  otherwise  dispose  of  all or any of its
                  assets, or permit any subsidiary to transfer,  sell or dispose
                  of all or any of its assets;

         (ii)     make any payment or enter into any transaction  outside of the
                  ordinary and normal course of its business;

         (iii)    make loans or advances or become a guarantor or undertake  any
                  liability of a like nature; or

         (iv)     pay or agree to pay to any  employee or director  any bonus or
                  special or extra remuneration.

5.       CLOSING MATTERS

5.1      Upon  the  Assignors  receiving  full  payment  of  the  Debt  and  the
completion  of the  sale  and  assignment  of the  Debt  to the  Assignees,  the
following events shall occur:

(a)      the  Assignors  shall  cause  to be  delivered  to  the  Assignees  the
         following documents:

         (i)      the minute books and seal (if applicable) of ESPB;

                                      -11-

<PAGE>

         (ii)     all books and records of account of ESPB;

         (iii)    all  other  agreements,   records,  documents  and  papers  of
                  whatsoever  nature in relation to the  business,  property and
                  operations  of ESPB in proper  order and  condition  complying
                  with all  statutory  requirements  and fully  updated so as to
                  disclose all information relating to the affairs of ESPB;

         (iv)     certificates  representing the Restricted Shares duly endorsed
                  for transfer; and

         (v)      the written  resignations of each of the current directors and
                  officers  of  ESPB  and a valid  resolution  of the  Board  of
                  Directors of ESPB appointing one nominee of the Assignees as a
                  director of ESPB;

6.       NOTICES

(1)      All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if  delivered  by hand
or mailed postage  prepaid  addressed to the addressee at the address  appearing
immediately below:

                  Assignors:

                  c/o      Jeffs & Company Law Corporation
                           1100 Melville Street, 6th Floor
                           Vancouver, B.C.
                           V6E 4A6

                  Assignees:

                  c/o      Harder & Company
                           1800, 999 W. Hastings Street
                           Vancouver, B.C.
                           V6C 2W2


                  Sinoray:

                  26G, Tower 5, Tierra Verde
                  No. 33 Tsing King Road
                  Tsing Yi, Hong Kong

or to such other  address as may be given in writing by the party,  and shall be
deemed to have been  received,  if  delivered,  on the date of  delivery  and if
mailed as aforesaid at Vancouver, British Columbia then on the next business day
following the posting thereof.

                                      -12-

<PAGE>

7.       GENERAL

7.1      This Agreement  shall enure to the benefit of and shall be binding upon
the parties and their respective successors and assigns.

7.2      Time shall be of the essence of this Agreement.

7.3      This Agreement  shall be governed by and interpreted in accordance with
the laws of the Province of British  Columbia and the laws of Canada  applicable
therein, and the parties hereto agree to attorn to the exclusive jurisdiction of
the legal courts of the Province of British Columbia.

7.4      The  terms  and  provisions  herein  contained  constitute  the  entire
agreement  between the parties and shall  supersede all previous oral or written
communications.  No amendments of this  Agreement  shall be valid unless made in
writing and duly executed by all parties.

7.5      The failure of a party to insist on strict performance of any provision
of this Agreement or to exercise any right, power or remedy upon a breach hereof
shall not  constitute a waiver of any provision of this  Agreement or limit that
party's rights thereafter to enforce any provision or exercise any right,  power
or remedy.

7.6      Each of the  parties  agrees  that it shall from time to time take such
actions and execute such additional  instruments as may be reasonably  necessary
to implement and carry out the intent and purposes of this Agreement.

7.7      The  validity  of the  remaining  clauses,  terms  and  parts  of  this
Agreement shall not be affected by an arbitrator,  administrative board or other
proceeding of competent  jurisdiction  deciding  that a clause,  term or part of
this Agreement is illegal,  unenforceable,  in conflict with any law or contrary
to public policy. The parties agree to execute such additional  documents as may
be  necessary  to give  effect  to any  clause,  term or part  hereof  which  is
determined to be illegal, unenforceable, in conflict with any law or contrary to
public policy.

7.8      It  is  a  condition  of  this  Agreement  that  all   representations,
agreements  and warranties  contained in this  Agreement  shall continue in full
force and effect after  completion of the transactions  contemplated  hereby and
that such  representations,  agreements and warranties shall not be merged in or
satisfied  by  payment  or  completion  and shall  enure to the  benefit  of any
assignee or transferee of the Assignees.

7.9      In this Agreement,  all dollar amounts are expressed in lawful currency
of the United States of America, unless specifically provided to the contrary.

7.10     The titles to the respective  Articles hereof shall not be deemed to be
a part of this  Agreement  but  shall  be  regarded  as  having  been  used  for
convenience only.

                                      -13-

<PAGE>

7.11     Words used herein  importing  the  singular  number  shall  include the
plural,  and vice-versa,  and words importing the masculine gender shall include
the feminine and neuter  genders,  and vice-versa,  and words importing  persons
shall include firms, partnerships and corporations.

7.12     This Agreement may be signed in counterparts.

7.13     The  parties  each  expressly  acknowledge  that they  have been  given
adequate time to review this agreement and to seek and obtain  independent legal
advice,  and each  party  represents  to the other  parties  that it has in fact
sought and obtained independent legal advice and is satisfied with the terms and
conditions of this agreement.








                                      -14-

<PAGE>

IN WITNESS WHEREOF the parties have duly executed this Agreement on the day and
year first above written.

                                                     595604 B.C. LTD.

                                               Per:
                                                     ___________________________
                                                     Authorized Signatory



___________________________                          ___________________________
Witness                                              ROBERT MCLAUCHLAN



___________________________                          ___________________________
Witness                                              KENT COURTICE



                                                     PUBLIC IDEA CAPITAL LTD.

                                               Per:
                                                     ___________________________
                                                     Authorized Signatory



___________________________                          ___________________________
Witness                                              LIANG XUE MING



                                                     eSPORTBIKE.COM, INC.

                                               Per:
                                                     ___________________________
                                                     Authorized Signatory



                                                     SINORAY TECHNOLOGY LIMITED

                                               Per:
                                                     ___________________________
                                                     Authorized Signatory


                                      -15-