Exhibit 2

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT(the "Agreement") made as of the            day of November, 2002,

|AMONG: |  | GOALTIMER INTERNATIONAL, INC., a Colorado corporation with an office at Suite 300, 24843 Del Prado, Dana Beach, California                                                              
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  | (hereinafter "GoalTimer")                                                                                                                                                               
|AND:   |  | CYBER TECHNOLOGY GROUP HOLDINGS LTD., a British Virgin Islands corporation with an office at Unit 16-1(b), Canefield Industrial Estate, Canefield, Commonwealth of Dominica, West Indies
|       |  | (hereinafter "Cyber")                                                                                                                                                                   
|AND:   |  | RAYMOND CHIEN HUA CHOU, principal shareholder of Cyber Technology Group Holdings Ltd.                                                                                                   
|       |  | (the "Cyber Principal Shareholder")                                                                                                                                                     
|       |  | (collectively the "Parties")                                                                                                                                                            

WHEREAS:

THE PARTIEShereby agree as follows:

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3.SCHEDULES AND EXHIBITS

3.1    The following are the Schedules and Exhibits annexed hereto and form part of this Agreement:

| | Schedule 4.1         |  | Form of Cyber Agreement to exchange Cyber Shares for GoalTimer Exchange Shares
| | --------------------- |  | ------------------------------------------------------------------------------
| | Schedule 7.4         |  | Financial Statements of GoalTimer                                             

4.SHARE EXCHANGE

4.1The Share Exchange.Subject to and upon the terms and conditions set forth in this Agreement, on the Closing
Date, the Cyber Shareholders will sell to GoalTimer, and GoalTimer will purchase all right, title and interest in and to the Cyber Shares by way of the issuance of 60,000,000 GoalTimer Exchange Shares
by GoalTimer to the Cyber Shareholders, such shares to be issued to the Cyber Shareholders pro-rata to their ownership interest in the Cyber Shares. It is acknowledged and agreed by
GoalTimer and Cyber that the Share Exchange will be made on a voluntary basis by Cyber Shareholders, and that Cyber and the Cyber Principal Shareholder will use their best efforts to obtain the
agreement of the Cyber Shareholders, as to the sale of their Cyber Shares, in the form attached hereto asSchedule 4.1, and the delivery of the
Cyber Shares in proper transferable form to GoalTimer on the Closing.

4.2Tendered Cyber Shares.Notwithstanding the foregoing, the obligation of Cyber and the Cyber Principal
Shareholder to complete the share exchange and related transactions hereunder is subject to the Cyber Shareholders collectively agreeing to tender to Cyber 100% of the issued and outstanding shares in
Cyber.

4.3Securities Laws Issues.GoalTimer will issue the GoalTimer Exchange Shares pursuant to an exemption from
registration under Section 4(2) of the Securities Act, and Regulation D and Regulation S promulgated under the Securities Act. Such shares when issued will constitute "restricted
securities" as that term is defined in Rule 144 promulgated under the Securities Act, and in which case the certificates representing the GoalTimer Exchange Shares will bear the appropriate
restrictive legend.

4.4Tax Treatment.The Parties are responsible for obtaining their own tax advice respecting the tax
consequences of the transactions contemplated hereunder. It is the intention of the parties hereto that the Share Exchange qualify as a tax-free reorganization under
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and related sections thereunder.

4.5Principal Shareholder.The Cyber Principal Shareholder hereby agrees with GoalTimer that on Closing he will
deliver the certificates representing the Cyber Shares beneficially and legally held by him, in proper transferable form, to GoalTimer. The Cyber Principal Shareholder further agrees to vote in favour
of the transactions contemplated hereunder, or any one of such transactions, where any shareholder vote is held for such purpose, and to otherwise co-operate with GoalTimer and Cyber in
the consummation of the transactions contemplated in this Agreement.

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4.6GoalTimer Stock Options.GoalTimer agrees to terminate all outstanding GoalTimer Stock Options and to
otherwise obtain the written consent of the holders of such stock options to the termination thereof.

4.7Transfers by Cyber Principal Shareholder.As from the date of this Agreement and prior to the Closing, the
Cyber Principal Shareholder may transfer all or part of the Cyber Shares held by him for the purpose of tax and estate planning, provided that any transferee will agree to be bound in writing to the
terms of this agreement applicable to the Cyber Principal Shareholder.

4.8Closing.The Closing shall take place at the Closing Time at the offices of Morton & Company, or at
such other time and place as may be agreed to by Cyber and GoalTimer.

4.9Further Assurances.Each of the Parties will co-operate with the other and execute and deliver
to the other parties such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party to this Agreement as necessary to carry out,
evidence and confirm the intended purposes of this Agreement.

5.REPRESENTATIONS AND WARRANTIES OF THE CYBER PRINCIPAL SHAREHOLDER

5.1Right to Sell.The Cyber Principal Shareholder, with respect to the Cyber Shares held by him, represents and
warrants that he is the sole registered and beneficial owner of such Cyber Shares, free and clear of all liens, charges, pledges, security interests, demands, adverse claims, rights, or other
encumbrances whatsoever, and no person, firm or corporation other than GoalTimer now or at Closing will have any right, option, agreement or arrangement capable of becoming an agreement for the
acquisition of any of the Cyber Shares held by them or any interest therein.

5.2Due Authorization.The Cyber Principal Shareholder represents and warrants that he is legally competent to
enter into this agreement, that he has all necessary power, authority and capacity to enter into this Agreement and to perform the obligations hereunder. The Cyber Principal Shareholder represents
that he has either sought legal counsel independent of legal counsel for Cyber or GoalTimer for purposes of review and advice concerning this Agreement or has hereby intentionally waived such legal
counsel.

5.3Valid and Binding Obligation.This Agreement when executed will constitute the legal, valid, and binding
obligation of the Cyber Principal Shareholder, enforceable against the Cyber Principal Shareholder in accordance with its terms.

5.4Purchase for Own Account.The Cyber Principal Shareholder is acquiring the GoalTimer Exchange Shares for
investment purposes for its own account, and not as nominee or agent, and not with a view to the resale or distribution of any part thereof.

6.REPRESENTATIONS OF CYBER & CYBER PRINCIPAL SHAREHOLDER

6.1U.S. Restrictions on Resale.The Cyber Principal Shareholder and Cyber are aware that there are restrictions
and limitations on the ability to resell the GoalTimer Exchange Shares pursuant to the provisions of Rule 144 promulgated under the Securities Act ("Rule 144") which have the effect of
permitting limited resales in the U.S. of the GoalTimer Exchange Shares subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the
shares of common stock of GoalTimer, the availability of certain current public information about the GoalTimer, the resale occurring not less than one year after a party has purchased and paid for
the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period
not exceeding specified limitations;

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6.2Share Certificate Legends.It is acknowledged and agreed by the Cyber Principal Shareholder and Cyber that
the certificates evidencing the GoalTimer Exchange Shares may bear one or more legends in substantially the following form, as well as any other legend required by the laws of any applicable
jurisdiction, and that GoalTimer need not record a transfer of the GoalTimer Exchange Shares, unless the conditions specified in any applicable legends are satisfied:



7.REPRESENTATIONS AND WARRANTIES OF CYBER

7.1Due Authorization.Cyber has all necessary corporate power, authority and capacity to enter into this
Agreement and the agreements and other instruments contemplated herein and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereunder have been, and on the Closing Date will have been, duly authorized by all necessary company action on the part of Cyber. This Agreement when executed constitutes,
and on the Closing Date will constitute legal, valid and binding obligations of Cyber, enforceable against Cyber in accordance with its terms.

7.2Organization and Good Standing.Cyber is a corporation, duly incorporated, duly organized, validly existing,
and in good standing under the laws of the British Virgin Islands, and has all necessary power, authority and capacity to carry on the Business as presently conducted by it.

7.3Conflicts.The entering into and performance of this Agreement and the agreements and other instruments
contemplated herein will not conflict with the Organizational Documents of Cyber, or any contract or other obligation of Cyber.

7.4Financial Statements.Cyber represents and warrants to GoalTimer that the audited financial statements of
Cyber for the year ended December 31, 2001, receipt of a copy of which is acknowledged by GoalTimer, are prepared in accordance with GAAP and are true, correct, and complete to the best of
Cyber's knowledge.

7.5Capital Structure.The authorized capital of Cyber consists of 200 million common shares, of which
50,000,000 shares are currently issued and outstanding as fully paid and non-assessable shares, and no other class of shares are authorized or issued and outstanding.

7.6Books and Records.The books of account, minute books, capitalization record books, and other records of
Cyber, all of which will be made available for inspection by GoalTimer prior to Closing, are, to the best of Cyber's knowledge, complete and correct and have been maintained in accordance with sound
business practices, are not false, misleading, or fail to state a material facts nor are they based on any misrepresentations of any officers or directors of Cyber.

7.7No Undisclosed Liabilities.Except to the extent reflected or reserved against in the Financial Statements
(including the notes thereto), or incurred subsequent to the date thereof in the ordinary course of business. Cyber does not have any material outstanding indebtedness or any material liabilities or
obligations (whether accrued, determinable, absolute, contingent or otherwise).

7.8Taxes.Cyber has filed or caused to be filed, on a timely basis since inception, all federal, provincial,
municipal or local tax returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group, pursuant to applicable legal requirements. All tax
returns filed by (including any on a consolidated basis) Cyber are true, correct, and complete.

7.9Litigation and Claims.There is no suit, action, litigation, labour grievance or complaint, investigation,
or administrative, governmental, arbitration or other proceeding, in progress, or to the

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knowledge and belief of Cyber pending or threatened against or relating to Cyber, or affecting its respective properties or the Business.

7.10Compliance with Law.To the best of Cyber's knowledge, Cyber is, as of the date of execution of this
Agreement, and will be as of the Closing Date, in full compliance with any applicable law, ordinance, or regulation that is or was applicable to Cyber or to the conduct or operation of their business
or the ownership or use of any of their assets.

8.REPRESENTATIONS OF GOALTIMER

8.1Due Authorization.GoalTimer has all necessary corporate power, authority and capacity to enter into this
Agreement and the agreements and other instruments contemplated herein and to perform its respective obligations hereunder. This Agreement when executed constitutes, and on the Closing Date will
constitute legal, valid and binding obligations of GoalTimer, enforceable against GoalTimer in accordance with its terms.

8.2Organization and Good Standing.GoalTimer is a corporation, duly incorporated, duly organized, validly
existing, and in good standing under the laws of Colorado. GoalTimer will deliver to Cyber on request, prior to Closing, copies of its Organizational Documents as currently in effect.

8.3Assets and Liabilities.GoalTimer represents and warrants to Cyber that GoalTimer is in the business of
seeking an acquisition target and completing an acquisition thereof and, other than as disclosed in the GoalTimer Financial Statements, or in writing delivered to Cyber and its legal counsel,
GoalTimer has no assets or liabilities, whether contingent or otherwise.

8.4Share Issuances.As at the date of this Agreement the issued and outstanding share capital of GoalTimer
consists of 3,445,358 shares of common stock, and other than the GoalTimer Stock Options that will be cancelled per section 4.7, no other securities of GoalTimer are outstanding.

8.5Books and Records.The books of account, minute books, capitalization record books, and other records of
GoalTimer, all of which will be made available to Cyber prior to Closing, are, to the best of GoalTimer's knowledge, complete and correct and have been maintained in accordance with sound business
practices, are not false, misleading, or fail to state a material fact nor are they based on any misrepresentations of any officers or directors of GoalTimer.

8.6Litigation and Claims.There is no suit, action, litigation, labour grievance or complaint, investigation,
or administrative, governmental, arbitration or other proceeding in progress, pending or threatened against or relating to GoalTimer.

8.7Full Disclosure.No representation or warranty of GoalTimer in this Agreement contains any untrue statement
or omits to state a material fact.

8.8Officers, Directors and Employees.GoalTimer has the officers and directors disclosed in its last
Form 10K-SB filed with the SEC for the year ended December 31, 2001, and has no employees.

8.9Compliance with Law.To the best of GoalTimer's knowledge, GoalTimer is, as of the date of execution of this
Agreement, and will be as of the Closing Date, in full compliance with any applicable law, ordinance, or regulation that is or was applicable to GoalTimer or to the conduct or operation of their
business or the ownership or use any of their assets. GoalTimer has not received any notice or other correspondence, whether written or oral, from any governmental body or any other person regarding
(a) any actual, alleged, possible or potential violation of, or failure to comply with, any applicable law, or (b) any actual, alleged, possible, or potential obligation on the part of
any GoalTimer entity to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

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8.10Regulatory Filings.GoalTimer has made all required filings with the SEC and such filings when made were
true and accurate. All required filings, including annual returns, filed with the State of Colorado are current and accurate and GoalTimer is in good standing therewith.

8.11Debt and Form S-8.All debt recorded on the balance sheet of GoalTimer is bona fide and
incurred for value received. Where prior to closing, debt for services rendered is being settled by way of agreements and share issuances, the debt results from a bona fide employee benefit plan as
defined in Form S-8.

8.12Financial Statements.GoalTimer represents and warrants to Cyber that the audited financial statements of
GoalTimer for the year ended December 31, 2001 and the interim period ended September 30, 2002, all as filed with the SEC, are prepared in accordance with GAAP and are true, correct, and
complete.

8.13Taxes.GoalTimer has filed or caused to be filed, on a timely basis since inception, all federal,
provincial, municipal or local tax returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group, pursuant to applicable legal
requirements. All tax returns filed by (including any on a consolidated basis) GoalTimer are true, correct, and complete.

9.CONDITIONS PRECEDENT TO THE PERFORMANCE BY GOALTIMER AND CYBER OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

9.1GoalTimer's Conditions.The obligation of GoalTimer to complete the purchase of the Cyber Shares hereunder
shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the
exclusive benefit of GoalTimer and may be waived by GoalTimer in whole or in part):



9.2Non-Performance of Conditions for the Benefit of GoalTimer.In the event that any of the
conditions set forth inSection 9.1shall not be fulfilled and/or performed at or before the Closing

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Time,
GoalTimer may terminate this Agreement by notice in writing to Cyber, and GoalTimer shall thereupon be released from all obligations under this Agreement and Cyber shall also be released from
all obligations under this Agreement, provided any of the conditions may be waived in whole or in part by GoalTimer at any time without prejudice to its right of termination in the event of a
non-fulfillment and/or non-performance of any other condition or conditions, any such waiver to be binding upon GoalTimer only if the same is in writing.

9.3Cyber's Conditions.The obligation of Cyber to complete the Share Exchange hereunder shall be subject to the
satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of Cyber
and may be waived by Cyber in whole or in part):



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9.4Non-Performance of Conditions for the Benefit of Cyber.In the event that any of the conditions
set forth inSection 9.3shall not be fulfilled and/or performed at or before the Closing Time, Cyber may terminate this Agreement by notice in
writing to GoalTimer, and Cyber and the Cyber Principal Shareholder shall thereupon be released from all obligations under this Agreement and GoalTimer shall also be released from all obligations
under this Agreement, provided any of the conditions may be waived in whole or in part by Cyber at any time without prejudice to its right of termination in the event of a non-fulfillment
and/or non-performance of any other condition or conditions, any such waiver to be binding upon Cyber only if the same is in writing.

10.COVENANTS

10.1Covenants of Cyber.Cyber covenants and agrees to do the following:



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10.2Covenants of GoalTimer.GoalTimer covenants and agrees to do the following:



11.CLOSING

11.1Date and Location of Closing.The Closing of the transactions contemplated in this Agreement shall occur at
the Closing Time at the offices of Morton & Company, or such other date, time and location agreed to by Cyber and GoalTimer.

11.2Closing Deliveries of Cyber.At the Closing Time, Cyber and the Cyber Principal Shareholder, shall deliver
to GoalTimer:



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11.3Closing Deliveries of GoalTimer.At the Time of Closing, GoalTimer shall deliver to Cyber the following:



12.ADDITIONAL TERMS

12.1Further Acts.Each of the Parties will co-operate with the other and execute and deliver to the
other parties such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party to this Agreement as necessary to carry out, evidence
and confirm the intended purposes of this Agreement.

12.2Termination.Except as otherwise provided in this Agreement, this Agreement may be terminated in any of the
following manners: (i) GoalTimer and Cyber may terminate this Agreement without further liability by consent in writing signed by both GoalTimer and Cyber, or (ii) unilaterally

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by
any party upon any due diligence issue continuing unresolved for at least 10 days after notice to the other party of such issue, or (iii) unilaterally upon non-performance
of a condition precedent, or breach of a covenant or representation and warranty that is not waived by the non-breaching parties, or (iv) if the Closing does not occur on or before
that date which is 120 days from the date of this Agreement subject to extension agreed to in writing by GoalTimer and Cyber.

12.3Costs of Transactions.Each party will be responsible for their own costs associated with the transactions
contemplated in this agreement.

12.4Waiver.Any term of this Agreement may be waived in writing at any time by the party which is entitled to
the benefit thereof, upon the authority of the board of directors or manager(s) of such party, but no such waiver shall affect or impair the right of the waiving party to require observance,
performance or satisfaction of any other term or condition hereof. Any of the terms or provisions of this Agreement may be amended or modified at anytime by mutual agreement in writing executed upon
the sole authority of the board of directors or manager(s) of each party.

12.5Survival of Representations, Warranties and Covenants of Cyber.The representations, warranties and
covenants of Cyber, GoalTimer, and the Cyber Principal Shareholders contained in this Agreement or in any agreement, certificate or any other document delivered or given pursuant to this Agreement
shall survive the completion of the transactions contemplated by this Agreement and shall continue in full force and effect for the benefit of GoalTimer for a period of 1 year from the Closing.

12.6Enurement and Assignment.This Agreement shall be binding upon and enure to the benefit of the Parties
named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations contained in this Agreement without the
prior approval of the other Parties.

12.7Legal Advice.Cyber, Cyber Principal Shareholder and GoalTimer expressly agree and acknowledge that each
Party has had the opportunity to seek the advice of its own counsel at its own expense for the legality and tax effects of this transaction and is not relying on any representations or of the other
party or their agents. Each Party agrees to hold the other harmless for any representations or comments with regards to the legality and tax effects of this transaction.

12.8Whole Agreement.This Agreement constitutes and contains the entire agreement of the Parties, and
supersedes any and all prior negotiations, correspondence, understandings, and agreements between the Parties.

12.9Notice.Any notice, request, demand, claim, instruction, or other document to be given to any Party
pursuant to this Agreement shall be in writing delivered personally or sent by mail, registered or certified, postage fully prepaid to the address of such Party noted on the cover page above, and if
to the Cyber Principal Shareholder, the address of Cyber shall be used. Any party may give any notice, request, demand, claim, instruction, or other document under this section using any other means
(including expedited courier, facsimile, ordinary mail, or electronic mail), but no such notice, request, demand, claim, instruction, or other document shall be deemed to have been duly given unless
and until it actually is received by the individual for whom it is intended. Any party may change its address for purposes of this section by giving notice of the change of address to the other party
in the manner provided in this section.

12.10Validity.Any term or provision of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.

12.11Time of Essence.With regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.

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12.12Signatures.This Agreement may be executed in any number of counterparts, and delivered by facsimile, each
of which shall be deemed an original but all of which together shall constitute one and the same instrument, and in making proof hereof it shall not be necessary to produce or account for more than
one such counterpart.

12.13Applicable Law.This Agreement shall be construed in accordance with its terms and the laws of the State
of Colorado.

12.14Exhibits and Schedules.The exhibits and schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.

15.0SIGNATURES:IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties effective the date noted above:

|GOALTIMER INTERNATIONAL, INC.         |  |                                            
|------------------------------------- |  | -------------------------------------------
|By:                                   |  |                                            
|                                      |  | Authorized Signatory                       
|                                      |  | Print Name                                 
|CYBER TECHNOLOGY GROUP HOLDINGS, LTD. |  |                                            
|By:                                   |  |                                            
|                                      |  | Authorized Signatory
Raymond Chien Hua Chou
|RAYMOND CHIEN HUA CHOU                |  |                                            
|By:                                   |  |                                            
|                                      |  |                                            

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