EXHIBIT 10.11



                         SELLING STOCKHOLDERS AGREEMENT

         THIS SELLING STOCKHOLDERS AGREEMENT is made this 28th day of June, 2004
(the "Agreement") by and between each of the Selling  Stockholders as identified
on  Schedule  A  attached  hereto  (hereinafter  referred  to  as  the  "Selling
Stockholders")  and  BOULDER  ACQUISITIONS,  INC.,  a  Nevada  corporation  (the
"Company").

                                   WITNESSETH:

         WHEREAS, the Selling Stockholders are stockholders of the Company, each
of which  acquired  their shares in validly  authorized  transactions,  and each
Selling  Stockholder  is the beneficial  owner of such  Securities as identified
next to his name on Schedule A attached hereto; and

         WHEREAS,  the Company intends to file a registration  statement on Form
SB-2 with the Securities and Exchange  Commission (the  "Commission") as soon as
practicable  and the Selling  Stockholders  have advised the Company that all of
the Securities are to be included in such registration statement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1.  Definitions.  As used in this Agreement,  the following terms shall
have the meaning set forth below:

                  (a) "Commission"  shall mean the United States  Securities and
Exchange  Commission or any other federal agency at the time  administering  the
Securities Act.

                  (b) "Common Stock" shall mean the Company's  Common Stock, par
value $0.001 per share.

                  (c) "Company" shall mean Boulder Acquisitions,  Inc., a Nevada
corporation.

                  (d) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended, or any similar federal statute,  and the rules and regulations
of the Commission hereunder, all as the same shall be in effect at the time.

                  (e)  "Indemnifying  Party" shall have the meaning as set forth
in Section 5 of the Agreement.

                  (f)  "Person"  shall  mean an  individual,  a  corporation,  a
partnership,  a limited liability  company, a joint venture, a trust, an estate,
an  unincorporated  organization,  a  government  and any  agency  or  political
subdivision thereof.


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                  (g)  "Registration  Expenses" shall mean all expenses incurred
in effecting the registration,  including,  without limitation, all registration
and filing fees,  printing  expenses,  fees and disbursements of counsel for the
Company,  underwriting expenses (other than commissions or discounts),  expenses
of any Company  audits  incident to or  required  by any such  registration  and
Company  expenses  of  complying  with  the  securities  or blue sky laws of any
jurisdictions  (but excluding fees and disbursements of counsel and other agents
for the selling holders of Registrable Securities).

                  (h) "Registrable Securities" means those Securities identified
on Schedule A hereto to be included in the registration  statement.  Registrable
Securities  shall not include  securities which can be freely sold to the public
in the United  States  without  registration  under the  Securities  Act. To the
extent any  securities  may be sold  pursuant to the  provisions  of Rule 144(k)
under the  Securities  Act,  such  securities  shall be deemed  capable of being
"freely sold to the public" within the meaning of this subsection.

                  (i) "Securities Act" shall mean the Securities Act of 1933, as
amended.

         2. Registration.

                  (a) Effective Registration.  The Company hereby agrees to file
as soon as reasonably  practicable,  a registration  statement on Form SB-2 with
respect to all of the Registrable  Securities (the "Registration").  The Company
agrees  to use its  commercially  reasonable  efforts  to have the  Registration
declared  effective as soon as reasonably  practicable  after such filing and to
keep the  Registration  continuously  effective  (i) for a period  of two  years
following  the date on which  the  Registration  is  declared  effective  by the
Commission or (ii) until all Registrable Securities included in the Registration
have been sold by the Selling Stockholders pursuant to the Registration or (iii)
until such  Registrable  Securities  can be publicly  offered  and sold  without
registration under Rule 144(k) or otherwise, whichever is earlier.

                  (b)  Plan  of   Distribution.   Upon   effectiveness   of  the
Registration,   the  Registrable  Securities  may  be  offered  by  the  Selling
Stockholders  from time to time in open market  transactions  (which may include
block transactions), or in private transactions at prices relating to prevailing
market prices or at negotiated prices. The Selling  Stockholders may effect such
transactions by selling Registrable Securities to or through broker-dealers, and
such  broker-dealers  may  receive   compensation  in  the  form  of  discounts,
concessions or commissions from the Selling  Stockholders  and/or the purchasers
of Registrable  Securities for whom such  broker-dealers  may act as agent or to
whom they sell as  principal  or both  (which  compensation  as to a  particular
broker-dealer  might  be  in  excess  of  customary  commissions).  The  Selling
Stockholders  and any  broker-dealer  acting in connection  with the sale of the
Registrable  Securities  offered  under  the  Registration  may be  deemed to be
"underwriters"  within the  meaning of the  Securities  Act,  in which event any
discounts,  concessions or commissions  received by them, which are not expected
to exceed those customary in the types of transactions  involved,  or any profit
on  resales  of  the  Registrable  Securities  by  them,  may  be  deemed  to be
underwriting commissions or discounts under the Securities Act.

         3. Registration Procedures.




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                  (a) The Company will use its commercially  reasonable  efforts
to cause the Registration to become effective as quickly as practicable, and, in
connection therewith, the Company will as expeditiously as possible:

                           (i) notify the Selling  Stockholders at any time when
a prospectus relating to the Registrable  Securities is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration  statement contains an untrue statement
of a material fact or omits to state any fact required to be stated  therein and
file  promptly  an  appropriate  supplement  or  amendment  to  such  prospectus
correcting any material misstatement or omission;

                           (ii)   prepare  and  file  with  the   Commission   a
registration  statement with respect to such Registrable  Securities and prepare
and file with the Commission  such amendments and  post-effective  amendments to
the  registration  statement  as may  be  necessary  to  keep  the  Registration
effective  for two  years to  complete  the  proposed  distribution;  cause  the
prospectus to be supplemented by any required prospectus  supplement,  and as so
supplemented  to be filed pursuant to Rule 424 under the Securities  Act, and to
comply  fully  with the  applicable  provisions  of Rules 424 and 430A under the
Securities  Act in a  timely  manner;  and  comply  with the  provisions  of the
Securities Act with respect to the disposition of all securities covered by such
registration  statement  during the  applicable  period in  accordance  with the
intended  method or methods of  distribution by the sellers thereof set forth in
such registration statement or supplement to the prospectus;

                           (iii) advise the Selling  Stockholders  promptly and,
if requested  by any Selling  Stockholder,  confirm such advice in writing,  (A)
when the prospectus or any prospectus supplement or post-effective amendment has
been  filed,   and,   with  respect  to  the   registration   statement  or  any
post-effective amendment thereto, when the same has become effective, (B) of any
request by the  Commission  for  amendments  to the  registration  statement  or
amendments  or  supplements  to the  prospectus  or for  additional  information
relating  thereto,  (C) of the  issuance  by the  Commission  of any stop  order
suspending the effectiveness of the registration  statement under the Securities
Act or of the suspension by any state securities commission of the qualification
of the Registrable  Securities for offering or sale in any jurisdiction,  or the
initiation  of any  proceeding  for any of the  preceding  purposes,  (D) of the
existence of any fact or the  happening of any event that makes any statement of
a  material  fact  made  in the  registration  statement,  the  prospectus,  any
amendment  or  supplement  thereto,  or any document  incorporated  by reference
therein  untrue,  or that  requires the making of any additions to or changes in
the  registration  statement or the  prospectus in order to make the  statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending  the  effectiveness  of  the  registration  statement  or  any  state
securities  commission  or  other  regulatory  authority  shall  issue  an order
suspending the qualification or exemption from  qualification of the Registrable
Securities  under state  securities or blue sky laws,  the Company shall use its
reasonable  efforts  to obtain  the  withdrawal  or lifting of such order at the
earliest possible time;

                           (iv)  furnish  to  the  Selling  Stockholders  before
filing  with  the  Commission,  copies  of  the  registration  statement  or any
prospectus  included  therein  or any  amendments  or  supplements  to any  such
registration  statement or prospectus  (including all documents  incorporated by
reference after the initial filing of such  registration  statement) and consult
with the Selling Stockholders prior to the filing of such registration statement
or prospectus;


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<PAGE>

                           (v)  if   requested   by  any  Selling   Stockholder,
incorporate  in  the  registration  statement  or  prospectus,   pursuant  to  a
supplement or  post-effective  amendment if necessary,  such information as such
Selling  Stockholder  may  reasonably  request to have  included  therein,  with
respect to the number of Registrable  Securities  being sold, the purchase price
being paid  therefor  and any other  terms of the  offering  of the  Registrable
Securities  to be sold in such  offering and make all  required  filings of such
prospectus  supplement or post-effective  amendment as soon as practicable after
the Company is notified of the  matters to be  incorporated  in such  prospectus
supplement or post-effective amendment;

                           (vi)  furnish  to each  Selling  Stockholder  without
charge at least one copy of the  registration  statement as first filed with the
Commission  and of each  amendment  thereto,  including  all  documents  and all
exhibits incorporated therein by reference.

                           (vii)  deliver to each  Selling  Stockholder  without
charge as many copies of the prospectus (including each preliminary  prospectus)
and any amendment or supplement  thereto as the Selling  Stockholder  reasonably
may request.  The Company  hereby  consents to the use of the prospectus and any
amendment or supplement thereto by the Selling Stockholders,  in connection with
the  offering  and  the  sale  of  the  Registrable  Securities  covered  by the
prospectus or any amendment or supplement thereto;

                           (viii)    register   or   qualify   the   Registrable
Securities,  prior to any public offering of Registrable  Securities,  under the
securities or blue sky laws of such  jurisdictions  as each Selling  Stockholder
may  reasonably  request  and do any and all  other  acts or  things  reasonably
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by the registration statement; provided, however,
that the  Company  shall not be  required  to  register  or qualify as a foreign
corporation  where it is not now so  qualified  or to take any action that would
subject it to the service of process in suits or to  taxation,  other than as to
matters  and  transactions  relating  to  the  registration  statement,  in  any
jurisdiction where it is not now so subject;

                           (ix)  cooperate  with  the  Selling  Stockholders  to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable  Securities to be sold and not bearing any restrictive  legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the Selling Stockholders or any underwriter may reasonably request
prior to any sale of Registrable Securities;

                           (x) cause the Registrable  Securities covered by such
registration  statement  to  be  registered  with  or  approved  by  such  other
governmental  agencies  or  authorities  as may be  necessary  by  virtue of the
business and  operations  of the Company to enable the Selling  Stockholders  to
consummate the disposition of the Registrable Securities;

                           (xi) enter into such customary agreements  (including
an underwriting  agreement in customary form) in order to expedite or facilitate
the disposition of such Registrable Securities by the Selling Stockholders;



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<PAGE>

                           (xii) make  available  for  inspection by the Selling
Stockholders,  any underwriter participating in any disposition pursuant to such
registration statement, and any attorney,  accountant or other agent retained by
the Selling Stockholders or underwriter  (collectively,  the "Inspectors"),  all
financial and other records, pertinent corporate documents and properties of the
Company  (collectively,  the  "Records"),  as shall be  reasonably  necessary to
enable  them to  exercise  their  due  diligence  responsibility,  and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration  statement;
provided  that  records  which the  Company  determines,  in good  faith,  to be
confidential and which it notifies the Inspectors are confidential  shall not be
disclosed  by the  Inspectors  unless  (i) the  disclosure  of such  Records  is
necessary  to avoid or correct a  misstatement  or omission in the  registration
statement or (ii) the release of such Records is ordered  pursuant to a subpoena
or other order from a court of competent jurisdiction;  provided,  further, each
Selling  Stockholder  agrees that it will, upon learning that disclosure of such
Records  is  sought in a court of  competent  jurisdiction,  give  notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
and to prevent disclosure of the Records deemed confidential; and

                           (xiii) use its  reasonable  efforts to take all other
steps  necessary  to  effect  the  registration  of the  Registrable  Securities
contemplated hereby.

                  (b) Each Selling  Stockholder agrees to furnish to the Company
such information  regarding the Selling Stockholder and the distribution of such
Registrable Securities as requested by the Company and such other information as
the  Company  may  from  time to  time  reasonably  request,  and  each  Selling
Stockholder shall promptly advise the Company in writing of any material changes
in the information so supplied by the Selling Stockholder.

                  (c) Each Selling  Stockholder  agrees that upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section  3(a)(i)  hereof,  the Selling  Stockholder  will forthwith  discontinue
disposition of Registrable  Securities  pursuant to the  registration  statement
covering such Registrable  Securities until the Selling Stockholder's receipt of
the copies of the  supplemented  or amended  prospectus  contemplated by Section
3(a)(i) hereof and, if so directed by the Company,  the Selling Stockholder will
deliver to the Company all copies,  other than permanent file copies then in the
Selling  Stockholder's  possession,  of the prospectus covering such Registrable
Securities  current  at the time of  receipt  of such  notice.  In the event the
Company  shall give any such notice,  the Company shall extend the period during
which such registration statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of such notice  pursuant to Section  3(a)(i)  hereof to and including
the date when the  Selling  Stockholder  shall  have been sent the copies of the
supplemented or amended prospectus contemplated by Section 3(a)(i) hereof.

                  (d) The Selling  Stockholders agree that they will comply with
the  applicable  provisions  of the Exchange  Act and the rules and  regulations
promulgated  thereunder in connection  with the  disposition of the  Registrable
Securities covered by the registration statement,  including, as applicable, the
timely filing of reports with the  Commission as required  under Sections 13 and
16 of the Exchange Act (Schedule 13D, Form 3, Form 4, etc.).



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         4. Expenses.  All expenses incident to the Company's performance of, or
compliance with, this Agreement  (except for the fees and expenses of counsel to
the  Selling   Stockholders   and  special  experts   retained  by  the  Selling
Stockholders in connection with the  registration of the Registrable  Securities
and  underwriting  discounts and commissions and brokerage fees  attributable to
the  sale  of  Registrable  Securities)  including,   without  limitation,   all
registration and filing fees, fees and expenses of compliance with securities or
"blue sky" laws (including fees and disbursements of registrations or exemptions
of the Registrable Securities); the fees and expenses associated with any filing
with the  National  Association  of  Securities  Dealers,  Inc.;  messenger  and
delivery   expenses   (other  than  expenses  of  deliveries  from  the  Selling
Stockholders  to the Company);  fees and expenses of counsel for the Company and
its  independent  certified  public  accountants  (including the expenses of any
special  audit  or  "cold  comfort"  letters  required  by or  incident  to such
performance);  and the fees and expenses of any special experts  retained by the
Company in connection  with such  registration  (all such expenses  being herein
called "Registration Expenses"), shall be borne by the Company.

         5. Indemnification and Contribution.

                  (a) The Company  agrees to  indemnify  and hold  harmless  the
Selling  Stockholders  from and  against any and all  losses,  claims,  damages,
liabilities  and expenses  arising out of or based upon any untrue  statement or
alleged  untrue  statement  of a material  fact  contained  in any  registration
statement or prospectus (or any amendment or supplement thereto), or arising out
of or based upon any  omission or alleged  omission to state  therein a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  except insofar as such losses, claims, damages,  liabilities or
expenses  arise out of; or are based upon,  any untrue  statement or omission or
alleged  untrue  statement  or omission  which has been made  therein or omitted
therefrom in reliance upon and in conformity  with the  information  relating to
the Selling  Stockholders  furnished  in writing to the Company by each  Selling
Stockholder expressly for use in connection therewith.

                  (b) If any action, suit or proceeding shall be brought against
a Selling  Stockholder  in respect of which  indemnity may be sought against the
Company,  the Selling Stockholder shall promptly notify the parties against whom
indemnification  is being sought  (collectively the  "Indemnifying  Parties" and
each an "Indemnifying  Party"),  and such Indemnifying  Parties shall assume the
defense thereof, including the employment of counsel and payment of all fees and
expenses;  provided,  however,  that failure to so notify an Indemnifying  Party
shall not relieve such  Indemnifying  Party from any liability unless and to the
extent it is  prejudiced as a result of such  failure.  The Selling  Stockholder
shall  have the right to employ  separate  counsel in any such  action,  suit or
proceeding and to participate in the defense thereof;  but the fees and expenses
of such counsel  shall be at the expense of the Selling  Stockholder  unless (i)
the  Indemnifying  Parties have agreed in writing to pay such fees and expenses,
(ii) the  Indemnifying  Parties  have  failed to assume the  defense  and employ
counsel,  or (iii) the named  parties  to any such  action,  suit or  proceeding
(including  any  impleaded  parties)  include  the Selling  Stockholder  and the
Selling  Stockholder  shall have been  advised in  writing by its  counsel  that
representation of such indemnified party and any Indemnifying  Party by the same
counsel  would be  inappropriate  under  applicable  standards  of  professional
conduct  (whether  or not  such  representation  by the  same  counsel  has been
proposed) due to actual or potential  differing interests between them (in which
case the  Indemnifying  Party  shall not have the right to assume the defense of



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such action,  suit or  proceeding on behalf of the Selling  Stockholder).  It is
understood, however, that the Indemnifying Parties shall, in connection with any
one such action,  suit or  proceeding or separate but  substantially  similar or
related actions,  suits or proceedings in the same  jurisdiction  arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and  expenses of only one separate  firm of attorneys  (in addition to any local
counsel) at any time for the Selling  Stockholder not having actual or potential
differing interests with the remaining Selling Stockholders or among themselves,
which firm shall be designated in writing by the Selling Stockholders,  and that
all such  fees  and  expenses  shall be  reimbursed  as they are  incurred.  The
Indemnifying  Parties shall not be liable for any settlement of any such action,
suit or proceeding  effected without their written consent,  but if settled with
such written  consent,  or if there be a final judgment for the plaintiff in any
such action, suit or proceeding, the Indemnifying Parties agree to indemnify and
hold harmless the Selling Stockholders,  to the extent provided in paragraph (a)
hereof, from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment.

                  (c) The  Selling  Stockholders,  severally  and  not  jointly,
agrees to  indemnify  and hold  harmless  the  Company,  and its  directors  and
officers,  and any Person who controls the Company within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the  indemnity  from  the  Company  to the  Selling  Stockholders  set  forth in
paragraph  (a)  hereof,  but only with  respect to  information  relating to the
Selling  Stockholders  furnished  in  writing  by or on  behalf  of the  Selling
Stockholder  expressly  for use in the  registration  statement  or  prospectus;
provided,  however  that the  Selling  Stockholder  shall not be liable  for any
claims  hereunder  in an amount in excess of the net  proceeds  received  by the
Selling Stockholder from the sale of the Registrable  Securities pursuant to the
registration  statement.  If any  action,  suit or  proceeding  shall be brought
against the Company,  any of its directors or officers,  or any such controlling
Person  based on the  registration  statement or  prospectus,  and in respect of
which  indemnity may be sought  against a Selling  Stockholder  pursuant to this
paragraph (c), the Selling Stockholder shall have the rights and duties given to
the  Company by  paragraph  (b) above  (except  that if the  Company  shall have
assumed the defense thereof the Selling  Stockholder shall not be required to do
so, but may employ  separate  counsel  therein  and  participate  in the defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
the Selling Stockholder),  and the Company, its directors and officers,  and any
such  controlling  Person  shall have the rights and duties given to the Selling
Stockholders by paragraph (b) above.

                  (d) If the  indemnification  provided for in this Section 5 is
unavailable  (except if  inapplicable  according to its terms) to an indemnified
party  under  paragraphs  (a) or (91 hereof in respect  of any  losses,  claims,
damages,  liabilities  or expenses  referred to  therein,  then an  Indemnifying
Party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages,   liabilities  or  expenses  (i)  in  such  proportion  as  is
appropriate to reflect the relative benefits received by the Company, on the one
hand,  and the  Selling  Stockholders,  on the other  hand,  from  their sale of
Registrable  Securities  (it being  expressly  understood  and  agreed  that the
relative  benefits  received  by the  Company  from the sale of the  Registrable
Securities  shall be equal to the amount of net proceeds  initially  received by
the  Company  from  the  sale  of the  Registrable  Securities  to  the  Selling
Stockholders),  or (ii) if the  allocation  provided  by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative



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fault of the  Company,  on the one hand,  and the Selling  Stockholders,  on the
other hand, in connection with the statements or omissions that resulted in such
losses, claims, damages,  liabilities or expenses, as well as any other relevant
equitable  considerations.  The relative fault of the Company,  on the one hand,
and that of the Selling Stockholders,  on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates to  information  supplied  by the  Company,  on the one hand,  or by the
Selling  Stockholders,  on the other hand,  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

                  (e) The  Company and the  Selling  Stockholders  agree that it
would not be just and equitable if contribution  pursuant to this Section 5 were
determined by a pro rata  allocation  or by any other method of allocation  that
does not take account of the equitable  considerations  referred to in paragraph
(d) above. The amount paid or payable by an indemnified party as a result of the
losses, claims,  damages,  liabilities and expenses referred to in paragraph (d)
above shall be deemed to include,  subject to the  limitations  set forth above,
any legal or other expenses  reasonably  incurred by such  indemnified  party in
connection with  investigating  any claim or defending any such action,  suit or
proceeding.  Notwithstanding  the  provisions  of this  Section 5, each  Selling
Stockholder  shall not be  required  to  contribute  any amount in excess of the
amount by which the net proceeds  received by him in connection with the sale of
the Registrable  Securities  exceeds the amount of any damages which the Selling
Stockholders  has  otherwise  been  required  to pay by reason of such untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

                  (f) The indemnity  and  contribution  agreements  contained in
this Section 5, and the  representations and warranties of the Company set forth
in  this  Agreement  shall  remain  operative  and in  full  force  and  effect,
regardless of any investigation made by or on behalf of the Selling Stockholders
or the Company, its directors or officers or any Person controlling the Company.
A successor  to a Selling  Stockholder,  or to the  Company,  its  directors  or
officers or any Person controlling the Company shall be entitled to the benefits
of the indemnity,  contribution and reimbursement  agreements  contained in this
Section 5.

                  (g) No  Indemnifying  Party shall,  without the prior  written
consent of the  indemnified  party,  effect  any  settlement  of any  pending or
threatened action,  suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought  hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such  indemnified  party from all  liability  on claims  that are the subject
matter of such action, suit or proceeding.

         6. Miscellaneous.

                  (a)  Assignment.  This Agreement may not be assigned by any of
the parties hereto.



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                  (b) Entire Agreement.  This Agreement,  including all exhibits
and other  instruments  or documents  referred to herein or  delivered  pursuant
hereto  which  form a part  hereof,  contains  the entire  understanding  of the
parties hereto in respect of the subject matter contained  herein.  There are no
representations,  warranties,  promises,  covenants or  undertakings  other than
those expressly set forth herein or therein.  Except for the Registration Rights
Agreement and Escrow Agreement,  this Agreement supersedes all prior agreements,
whether written or oral,  between the parties with respect to the subject matter
hereof.  This Agreement may be amended only by a written agreement duly executed
by the  parties  hereto.  Any  condition  to a  particular  party's  obligations
hereunder may be waived in writing by such party.

                  (c) Headings.  The headings  contained in this  Agreement have
been inserted for convenience  and reference  purposes only and shall not affect
the meaning or interpretation hereof in any manner whatsoever.

                  (d) Invalidity.  If any of the terms, provisions or conditions
contained  in this  Agreement  shall be  declared  to be  invalid or void in any
judicial proceeding,  this Agreement shall be honored and enforced to the extent
of its validity,  and those provisions not declared invalid shall remain in full
force and effect.

                  (e) Remedies. In the event of a breach or threatened breach by
either party of its  obligations  hereunder,  each party  acknowledges  that the
other  party will not have an  adequate  remedy at law and shall be  entitled to
such equitable and  injunctive  relief as may be available to restrain the other
party from any violation of such obligations.  Nothing herein shall be construed
as prohibiting  either party from pursuing any other remedies available for such
breach or threatened breach, including the recovery of damages.

                  (f)  Disclosure.  Any  disclosure  made in any exhibit  hereto
shall be deemed to be disclosure in all other applicable exhibits hereto.

                  (g)  Notices.  All  notices,   requests,   demands  and  other
communications required or permitted to be given hereunder shall be deemed given
when sent,  postage  paid,  by  Registered  or Certified  Mail,  Return  Receipt
Requested,  addressed  to  each  of  the  parties  to the  addresses  previously
provided.

                  (h)  Governing  Law.  This  Agreement  shall be  governed  by,
construed and enforced in accordance with the laws of the State of Nevada.

                  (i)   Counterparts.   This   Agreement   may  be  executed  in
counterparts each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

                  (j)  Exhibits.  All  exhibits  referred  to  herein  shall  be
attached hereto and shall be deemed to be a part hereof.

                  (k) Jurisdiction and Venue.  Each of the parties hereto hereby
consents to the  jurisdiction and venue of the courts of the State of Nevada and
the applicable  United States District Court in the State of Nevada with respect
to any matter  relating to this  Agreement and the  performance  of the parties'
obligations  hereunder and each of the parties hereto hereby further consents to


                                      -9-
<PAGE>

the personal  jurisdiction of such courts. Any action suit or proceeding brought
by or on behalf of either of such  parties  relating  to such  matters  shall be
commenced,   pursued,  defended  and  resolved  only  in  such  courts  and  any
appropriate  appellate  court  having  jurisdiction  to hear an appeal  from any
judgment  entered in such  courts.  The  parties  hereby  agree that  service of
process may be made in any manner  permitted by the rules of such courts and the
laws of the State of Nevada.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                                    BOULDER ACQUISITIONS, INC.


                                                    By: /s/ Tai Caihua
                                                       -------------------------
                                                       Tai Caihua, President


                                                    SELLING STOCKHOLDERS:

                                                    HALTER FINANCIAL GROUP, INC.


                                                    By: /s/ Timothy P. Halter
                                                       -------------------------
                                                       Name: Timothy P. Halter
                                                       Its:  President

                                                     /s/ Gary Evans
                                                    ----------------------------
                                                              Gary Evans

                                                     /s/ John Zhang
                                                    ----------------------------
                                                              John Zhang

                                                     /s/ Glenn A. Little
                                                    ----------------------------
                                                            Glenn A. Little


                                                    CHINAMERICA ACQUISITION, LLC


                                                    By: /s/
                                                       -------------------------
                                                       Name:
                                                       Its:




                                      -10-
<PAGE>

                                                    CHINAMERICA FUND, LP


                                                    By: /s/
                                                       -------------------------
                                                       Name:
                                                       Its:


















                                      -11-
<PAGE>


                                   SCHEDULE A

                           BOULDER ACQUISITIONS, INC.

                            SELLING STOCKHOLDERS LIST


Name of Selling Stockholder                               Registrable Securities
----------------------------                              ----------------------
Halter Financial Group, Inc.                                    1,182,823
Gary Evans                                                        175,439
Glenn A. Little                                                    75,010
John Zhang                                                        167,895
Chinamerica Acquisition, LLC                                      263,158
Chinamerica Fund, LP                                              877,193
                                                          ----------------------
           Total                                                2,741,518


















                                      -12-