EXHIBIT 10.1

                            SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made effective the 12th day of April, 2000,

BETWEEN

                                VHS NETWORK INC.,
                  --------------------------------------------
                  a corporation incorporated under the laws of
                     the State of Florida, (the "Purchaser")

                                     - and -

                            CHINA EMALL CORPORATION,
                     an Ontario corporation, ("China eMall")

                                     - and -

                              UPHILL CAPITAL INC.,

       an Ontario corporation and a shareholder of China eMall, ("Uphill")

                                     - and -

                              GDCT INVESTMENT INC.,
        an Ontario corporation and a shareholder of China eMall, ("GDCT")

                                     - and -

                           GANG CHAI and QIN LU CHAI,
      individuals and shareholders of Uphill Capital Inc. and China eMall,
                   (collectively referred as "Uphill Vendors")

                                     - and -

                           QING WANG and TAI XUE SHI,
      individuals and shareholders of GDCT Investment Inc. and China eMall,
                  (collectively referred to as "GDCT Vendors")

                                     - and -

            CHARLES HE, an individual and shareholder of China eMall,

                                     - and -

                             FORTE MANAGEMENT CORP.,

       a Caymanian corporation and a shareholder of China eMall, ("Forte")


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         WHEREAS the Parties desire to enter into a share  exchange  transaction
as contemplated by this Agreement in accordance with the terms and conditions of
this Agreement.

         WHEREAS the Parties hereby confirm that this Amended and Restated Share
Exchange Agreement cancels and replaces the Share Exchange Agreement dated March
9, 2000 entered into by the Parties.

NOW THEREFORE THIS AGREEMENT  WITNESSETH  THAT, in  consideration  of the mutual
covenants  hereinafter  contained  and  provided for and other good and valuable
consideration  (the receipt and  sufficiency of which is hereby  acknowledged by
the Parties), the Parties agree as follows:

                                    ARTICLE I
                                 INTERPRETATION
                                 --------------

1.1 Definitions.  In this Agreement,  unless the context otherwise requires, the
terms set forth in Schedule 1.1 shall have the meanings set forth therein.

1.2 Entire  Agreement.  This  Agreement  together with the  agreements and other
documents  to be delivered  pursuant to this  Agreement,  constitute  the entire
agreement  between the Parties  pertaining to the  transactions  contemplated by
this Agreement and supersedes all prior agreements, understandings, negotiations
and  discussions,  whether  oral  or  written,  and  there  are  no  warranties,
representations  and other agreements between the Parties in connection with the
subject matter hereof except as specifically  set forth in this Agreement or any
other agreement or document to be delivered pursuant to this Agreement.

1.3 Extended  Meanings.  In this Agreement,  words importing the singular number
include the plural and vice versa;  words importing the masculine gender include
the feminine and neuter genders.

1.4  Headings.   The  division  of  this  Agreement  into  articles,   sections,
subsections  and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or  interpretation  of this
Agreement.

1.5  References.  References  to an  article,  section,  subsection,  paragraph,
schedule or exhibit  shall be construed as  references  to an article,  section,
subsection, paragraph, schedule or exhibit to this Agreement, unless the context
otherwise requires.

1.6 Governing Law. This Agreement  shall be governed and construed in accordance
with the laws of the  Province of Ontario and the laws of Canada  applicable  in
that Province.


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<PAGE>

1.7      Currency.  Unless otherwise specified, the word "dollar", or the symbol
"$" refers to US currency.

1.8 Schedules. The following is a list of schedules attached to and incorporated
into this Agreement by reference and deemed as part of this Agreement.

         SCHEDULE         DESCRIPTION

         1.1              Definitions
         2.8              Exchangeable Shares

         3.1              Support Agreement between Purchaser and China eMall
         4.1 (e)          Shareholders of China eMall
         4.2 (e)          Shareholders of Uphill
         4.3 (e)          Shareholders of GDCT
         5.1 (m)          China eMall Financial Statements
         5.1 (p)              China eMall Business Agreements
         5.2 (m)              Uphill Financial Statements
         5.2 (p)          Uphill Business Agreements
         5.3 (m)              GDCT Financial Statements
         5.3 (p)          GDCT Business Agreements
         6.1 (k)          Purchaser Litigation
         6.1 (m)              Purchaser Business Agreements
         6.1 (n)          Purchaser Financial Statements
         6.1 (p)          Purchaser Issued and Outstanding Shares
         6.1 (u)          Purchaser Tax Liability

                                   ARTICLE II

                          SHARE CONVERSION AND ISSUANCE
                          -----------------------------

2.1  Agreement  to  Purchase  and  Convert.  Upon the terms and  subject  to the
conditions  contained in this  Agreement,  the Purchaser,  China eMall,  and the
China Vendors agree to undertake the following:

         all the China Vendors,  excluding Uphill, GDCT and Forte, shall convert
         their  existing  common  shares in the  capital of China  eMall  (their
         "China Shares") into Exchangeable  Shares of China eMall on or prior to
         Closing;

         the Uphill  Vendors  shall cause Uphill to  subdivide  the existing 100
         common  shares of its capital into 700,000  common  shares prior to the
         Closing Date;

         the Uphill Vendors shall sell and the Purchaser shall  purchase,  as of
         and with effect from the opening of business on the Closing  Date,  the
         Uphill Shares;

         the GDCT Vendors shall sell and the Purchaser shall purchase, as of and
         with effect from the opening of business on the Closing Date,  the GDCT
         Shares; and

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         Forte  shall  sell and the  Purchaser  shall  purchase,  as of and with
         effect from the opening of  business  on the  Closing  Date,  the China
         Shares held by Forte.

2.2 Share Conversion.  The conversion of China Shares as contemplated in section
2.1 (a) above, shall be effected by the issuance of the Exchangeable Shares from
the treasury of China eMall to the China  Vendors,  excluding  Uphill,  GDCT and
Forte,  (the "Share  Conversion") in exchange for the China Shares,  pursuant to
the issuer bid rules  contained in paragraph  93 (3) (g) of the  Securities  Act
(Ontario) and pursuant to the prospectus and registration  exemptions  contained
in paragraph  35(1)(17) and Rule 45-501  (section  2.17) of the  Securities  Act
(Ontario).

2.3 Share  Exchange.  The  purchase  and sale of the Uphill  Shares and the GDCT
Shares shall be effected by the issuance of common  shares in the capital of the
Purchaser to the Uphill  Vendors and the GDCT Vendors in exchange for the Uphill
Shares and GDCT Shares as the case may be, (the  "Share  Exchange")  pursuant to
the prospectus and registration  exemptions contained in paragraphs 72(1)(j) and
35(1)(16) of the  Securities  Act  (Ontario),  and Regulation S under the United
States Securities Act of 1933.

2.4 Share  Exchange  Forte.  The  purchase  and sale of the China Shares held by
Forte shall be effected by the  issuance of common  shares in the capital of the
Purchaser  to Forte in exchange  for the China  Shares held by Forte (the "Forte
Exchange")  pursuant to Regulation S under the United States  Securities  Act of
1933.

2.5 Share Conversion Ratio. The Purchaser and the China Vendors have established
for the purposes of the Share  Conversion a conversion ratio of 3.5 Exchangeable
Shares for every one of the China  Shares held by the China  Vendors,  excluding
Uphill, GDCT and Forte.

2.6 Share  Exchange  Ratio The Purchaser and the China Vendors have  established
for the  purposes of the Share  Exchange an exchange  ratio of 1 common share in
the capital of the  Purchaser for every one of the Uphill Shares and GDCT Shares
based on 700,000 common shares outstanding on the Closing Date in the capital of
each of Uphill and GDCT.

2.7 Share  Exchange  Ratio  Forte.  The  Purchaser  and the China  Vendors  have
established  for the  purposes of the Forte  Exchange  an exchange  ratio of 3.5
common share in the capital of the  Purchaser  for every one of the China Shares
held by Forte based on 200,000  common  shares held by Forte on the Closing Date
in the capital of China eMall.

2.8 Exchangeable  Shares.  Each Exchangeable Share may, on or after Closing,  be
exchanged  at the request of its holder for one common  share of the  Purchaser,
provided that in the event of a consolidation,  split or other reorganization of
the capital stock of the Purchaser or China eMall, the number of the Purchaser's
common  shares  issuable  for  each one  Exchangeable  Share  shall be  adjusted
accordingly.  The rights, privileges and restrictions of the Exchangeable Shares
shall be substantially as set out in Schedule 2.8.

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2.9 Acknowledgement of Resale Restrictions.  The Vendors hereby acknowledge that
any  Exchangeable  Shares or common shares in the capital of the Purchaser  that
they receive  pursuant to this Agreement are  restricted in accordance  with the
United States Securities Act of 1933 and the Securities Exchange Act of 1934, as
amended,  and  the  rules  promulgated  thereunder  subject  to the  Purchaser's
covenants set out in section 8.10.

                                   ARTICLE III
                                SUPPORT AGREEMENT
                                -----------------

3.1 Support Agreement. On Closing the Purchaser and China eMall will enter into
a Support  Agreement  substantially  in the form as attached  hereto as Schedule
"3.1"

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS
                  ---------------------------------------------

4.1  Representations  and  Warranties  of the China  Vendors.  Each of the China
Vendors  jointly and  severally  represents  and  warrants to the  Purchaser  as
follows (to the extent that the following  representations and warranties relate
to that China eMall  Shareholder) and acknowledges that the Purchaser is relying
on these representations and warranties in connection with the completion of the
transactions contemplated by this Agreement:

(a)      Capacity  to own  China  Shares  - Each of the  China  Vendors  has all
         necessary power, authority and capacity to own the China Shares.

(b)      Capacity to Enter Agreement - Each of the China Vendors has full power,
         right and  authority to enter into this  Agreement and to perform their
         obligations under it.

(c)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered  by each of the China  Vendors  and  constitutes  a valid and
         binding obligation of each of them.

(d)      Absence of Conflict - None of the China Vendors is a party to, bound or
         affected  by  any  agreement  which  would  be  violated,  breached  or
         terminated  by, or which would result in creation or  imposition of any
         Encumbrance  upon  any of the  China  Shares  as a  consequence  of the
         execution  and delivery of this  Agreement or the  consummation  of the
         transactions contemplated in this Agreement.

(e)      Title to China  Shares - Each of the  China  Vendors  is the  legal and
         beneficial  owner of the China Shares as set forth in Schedule 4.1 (e),
         with good and marketable title, free and clear of any Encumbrances.

(f)      No  Bankruptcy - No  proceedings  have been taken or  authorized by any
         China  eMall  Shareholder  or by any  other  person in  respect  of the
         bankruptcy,  insolvency,  liquidation,  dissolution  or  winding  up as
         applicable, of any China eMall Shareholder.

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<PAGE>

(g)      No Option - No Person,  other than the Purchaser  under this Agreement,
         has any  agreement  or any right  capable of becoming an  agreement  or
         option  for the  purchase  from the China  Vendors  of any of the China
         Shares.

(h)      Disclosure - The  representations  and  warranties of each of the China
         Vendors in this  Agreement  are true,  correct  and do not  contain any
         untrue or  misleading  statement of a material  fact or omit to state a
         material fact necessary to make such representations and warranties not
         misleading to the Purchaser.

(i)      Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the terms or conditions of any constating  document of China eMall or a
         China eMall shareholder, any by-laws, any court or administrative order
         or process, any agreement or instrument to which China eMall or a China
         eMall shareholder is party or by which it is bound.

4.2  Representations  and Warranties of the Uphill  Vendors.  Each of the Uphill
Vendors  jointly and  severally  represents  and  warrants to the  Purchaser  as
follows (to the extent that the following  representations and warranties relate
to that Uphill  Shareholder) and  acknowledges  that the Purchaser is relying on
these  representations  and warranties in connection  with the completion of the
transactions contemplated by this Agreement:

(a)      Capacity to own Uphill  Shares - The Uphill  Vendors have all necessary
         power, authority and capacity to own the Uphill Shares.

(b)      Capacity to Enter Agreement - The Uphill Vendors have full power, right
         and  authority  to enter  into  this  Agreement  and to  perform  their
         obligations under it.

(c)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered  by the Uphill  Vendors and  constitutes  a valid and binding
         obligation of each of them.

(d)      Absence of Conflict - The Uphill  Vendors are not a party to,  bound or
         affected  by  any  agreement  which  would  be  violated,  breached  or
         terminated  by, or which would result in creation or  imposition of any
         Encumbrance  upon any of the  Uphill  Shares  as a  consequence  of the
         execution  and delivery of this  Agreement or the  consummation  of the
         transactions contemplated in this Agreement.

(e)      Title  to  Uphill  Shares  - The  Uphill  Vendors  are  the  legal  and
         beneficial  owners of the Uphill  Shares as set forth in  Schedule  4.2
         (e),  with  good  and   marketable   title,   free  and  clear  of  any
         Encumbrances.

(f)      No  Bankruptcy - No  proceedings  have been taken or  authorized by any
         Uphill  eMall  Shareholder  or by any other  person in  respect  of the
         bankruptcy,  insolvency,  liquidation,  dissolution  or  winding  up as
         applicable, of any Uphill eMall Shareholder.

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<PAGE>

(g)      No Option - No Person,  other than the Purchaser  under this Agreement,
         has any  agreement  or any right  capable of becoming an  agreement  or
         option for the  purchase  from the Uphill  Vendors of any of the Uphill
         Shares.

(h)      Disclosure - The  representations  and warranties of the Uphill Vendors
         in this  Agreement  are true,  correct and do not contain any untrue or
         misleading  statement  of a  material  fact or omit to state a material
         fact  necessary  to  make  such   representations  and  warranties  not
         misleading to the Purchaser.

(i)      Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the terms or  conditions  of any  constating  document  of Uphill or an
         Uphill Shareholder,  any by-laws,  any court or administrative order or
         process,  any  agreement  or  instrument  to which  Uphill or an Uphill
         Shareholder is party or by which it is bound.

4.3 Representations and Warranties of the GDCT Vendors. Each of the GDCT Vendors
jointly and  severally  represents  and warrants to the Purchaser as follows (to
the extent that the following representations and warranties relate to that GDCT
Shareholder)   and   acknowledges   that  the  Purchaser  is  relying  on  these
representations  and  warranties  in  connection  with  the  completion  of  the
transactions contemplated by this Agreement:

(a)      Capacity  to own  GDCT  Shares - The GDCT  Vendors  have all  necessary
         power, authority and capacity to own the GDCT Shares.

(b)      Capacity to Enter  Agreement - The GDCT Vendors have full power,  right
         and  authority  to enter  into  this  Agreement  and to  perform  their
         obligations under it.

(c)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered  by the GDCT  Vendors  and  constitutes  a valid and  binding
         obligation of each of them.

(d)      Absence of  Conflict - The GDCT  Vendors  are not a party to,  bound or
         affected  by  any  agreement  which  would  be  violated,  breached  or
         terminated  by, or which would result in creation or  imposition of any
         Encumbrance  upon  any of  the  GDCT  Shares  as a  consequence  of the
         execution  and delivery of this  Agreement or the  consummation  of the
         transactions contemplated in this Agreement.

(e)      Title to GDCT Shares - The GDCT  Vendors  are the legal and  beneficial
         owners of the GDCT Shares as set forth in Schedule  4.3 (e),  with good
         and marketable title, free and clear of any Encumbrances.

(f)      No  Bankruptcy - No  proceedings  have been taken or  authorized by any
         GDCT  Shareholder or by any other person in respect of the  bankruptcy,
         insolvency,  liquidation,  dissolution or winding up as applicable,  of
         any GDCT Shareholder.

(g)      No Option - No Person,  other than the Purchaser  under this Agreement,
         has any  agreement  or any right  capable of becoming an  agreement  or
         option  for the  purchase  from  the  GDCT  Vendors  of any of the GDCT
         Shares.

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(h)      Disclosure - The  representations and warranties of the GDCT Vendors in
         this  Agreement  are true,  correct  and do not  contain  any untrue or
         misleading  statement  of a  material  fact or omit to state a material
         fact  necessary  to  make  such   representations  and  warranties  not
         misleading to the Purchaser.

(i)      Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the terms or  conditions of any  constating  document of GDCT or a GDCT
         Shareholder, any by-laws, any court or administrative order or process,
         any  agreement or instrument  to which GDCT or an GDCT  Shareholder  is
         party or by which it is bound.

                                    ARTICLE V

            REPRESENTATIONS AND WARRANTIES OF CHINA EMALL, THE CHINA
         VENDORS, UPHIILL, THE UPHILL VENDORS, GDCT AND THE GDCT VENDORS
         ---------------------------------------------------------------

5.1 Representations  and Warranties of China eMall and the China Vendors.  China
eMall and the China Vendors  jointly and severally  represent and warrant to the
Purchaser  as follows and  acknowledge  that the  Purchaser  is relying on these
representations and warranties in connection with this Agreement:

(a)      Due  Incorporation - China eMall is a corporation duly incorporated and
         validly existing under the laws of Ontario.

(b)      Capacity to Enter  Agreement - China eMall has full corporate power and
         authority to enter into this  Agreement and to perform its  obligations
         under it.

(c)      Due  Authorization  - The execution and delivery of this  Agreement and
         the  consummation of the transactions  contemplated  under it have been
         duly authorized by all necessary  corporate action on the part of China
         eMall.

(d)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered by China eMall and constitutes a valid and binding obligation
         of it.

(e)      Absence of Conflict - China eMall is not a party to,  bound or affected
         by any agreement which would be violated, breached or terminated by, or
         which would result in the  creation or  imposition  of any  Encumbrance
         upon any of the China  Shares as a  consequence  of the  execution  and
         delivery of this  Agreement  or the  consummation  of the  transactions
         contemplated in this Agreement.

(f)      Regulatory  Approvals - No  governmental  or regulatory  authorization,
         approval,  order or consent is required on the part of China eMall,  in
         connection  with  the  execution,  delivery  and  performance  of  this
         Agreement and the performance of China eMall's  obligations  under this
         Agreement.

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<PAGE>

(g)      No  Bankruptcy  - No  proceedings  have  been  taken,  are  pending  or
         authorized  by China  eMall or by any other  person in  respect  of the
         bankruptcy, insolvency, liquidation, dissolution or winding up of China
         eMall.

(h)      Authorised and Issued  Capital - The authorized  capital of China eMall
         consists of an unlimited  number of common shares,  of which  1,747,143
         common   shares   are   currently   outstanding   as  fully   paid  and
         non-assessable shares of China eMall and an unlimited number of special
         shares of which  none are issued  and  outstanding.  There are no other
         options  or  warrants  or  other  rights  of  any  kind  in  existence,
         authorized  or agreed to which could  result in any  further  shares or
         other  securities  of China eMall being  allotted or issued or becoming
         outstanding.

         Minute  Books - The minute  books of China eMall  contain  accurate and
         complete  minutes of all meetings and  resolutions of the directors and
         the shareholders of China eMall held or passed by signature in writing,
         respectively,  since the date of its  incorporation.  All such meetings
         have been duly called and held. China eMall share certificate books and
         share registers are complete and accurate.

(j)      No  Subsidiaries - China eMall does not own any shares in or securities
         of any  corporate  body and is not a partner  of any  partnership  or a
         member of any joint venture.

(k)      China  eMall's  Capacity  and Power - China  eMall  has full  corporate
         right,  power and  authority to own or lease its assets as now owned or
         leased and to carry on the China eMall Business.

(l)      Business - The only  business  carried  on by China  eMall is the China
         eMall Business.

(m)      China eMall Financial Statements - The China eMall Financial Statements
         have been  prepared in  accordance  with  Canadian  generally  accepted
         accounting  principles  applied on a consistent  basis  throughout  the
         periods  indicated,  and  fairly  and  accurately  present,  subject to
         immaterial  variation,  the financial position,  assets and liabilities
         (whether absolute,  contingent, accrued or otherwise) of China eMall on
         the dates  thereof  and the  financial  results of China  eMall for the
         periods  referred to in the China eMall Financial  Statements a copy of
         which is attached hereto as Schedule 5.1 (m).

(n)      No  Guarantees  etc.  - China  eMall  is not a party to or bound by any
         agreement of guarantee,  indemnification,  assumption or endorsement or
         any like  commitment of the  obligations,  liabilities  (contingent  or
         otherwise) or indebtedness of any Person.

(o)      Records -

         (i)      The China  eMall  Records  are true and  correct  and  present
                  fairly  and  disclose  in all  material  respects  the  actual
                  results of the China eMall Business.

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<PAGE>

         (ii)     To the best of knowledge,  all material financial transactions
                  of China  eMall  have been  accurately  recorded  in the China
                  eMall Records. The China eMall Records (of a financial nature)
                  have been  prepared  in  accordance  with  Canadian  generally
                  accepted accounting principles consistently applied.

         (iii)    The files,  documentation  and information in writing provided
                  by  China  eMall  to the  Purchaser  in  connection  with  the
                  negotiation and completion of the transactions contemplated in
                  this Agreement are true and correct in all material respects.

(p)      Business  Agreements - There are no material agreements relating to the
         China  eMall  Business  except for those  listed in  Schedule  5.1 (p),
         copies of which have been  translated  into  English if  necessary  and
         provided to the Purchaser on or before Closing.

(q)      Litigation - There are no judgements,  decrees, injunctions,  ruling or
         orders of any court,  Governmental  Authority  or  arbitration,  or any
         actions, suits, grievances or proceedings, (whether or not on behalf of
         China eMall and, to the best of  knowledge,  pending or  threatened  or
         involving   China  eMall,  or  the  China  eMall  Business)  which  may
         materially  adversely  affect the China eMall Business or China eMall's
         assets.

(r)      Disclosure - The  representations  and  warranties of each of the China
         Vendors in this  Agreement  are true,  complete  and correct and do not
         contain any untrue or misleading statement of a material fact.

         Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the terms or conditions of any constating  document of China eMall, any
         by-laws, any court or administrative order or process, any agreement or
         instrument to which China eMall is party or by which it is bound.

         Liabilities - There are no  outstanding  debts or  liabilities of China
         eMall other than as reflected in the audited  financial  statements for
         the period  ended  August 31,  1999 and as  reasonably  incurred in the
         ordinary course of business since August 31, 1999.

         Tax - For all periods prior to the date of this Agreement, all federal,
         state,  provincial and foreign tax returns and tax reports  required to
         be filed by China  eMall have been  timely  filed with the  appropriate
         governmental  agencies in all  jurisdictions  in which such returns and
         reports are required to be filed,  and all of the  foregoing  are true,
         correct and complete. Except for all taxes for the current fiscal year,
         all taxes (including  interest and penalties) due from China eMall have
         been fully paid or,  adequate  provisions made therefor and no claim or
         liability is pending or has been assessed or asserted against the China
         eMall in  connection  with any such taxes and China  eMall  knows of no
         basis for any such claim or liability.


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<PAGE>

5.2 Representations and Warranties of Uphill and the Uphill Vendors.  Uphill and
the Uphill Vendors jointly and severally  represent and warrant to the Purchaser
as  follows   and   acknowledge   that  the   Purchaser   is  relying  on  these
representations and warranties in connection with this Agreement:

(a)      Due  Incorporation  - Uphill is a  corporation  duly  incorporated  and
         validly existing under the laws of Ontario.

(b)      Capacity  to Enter  Agreement  - Uphill  has full  corporate  power and
         authority to enter into this  Agreement and to perform its  obligations
         under it.

(c)      Due  Authorization  - The execution and delivery of this  Agreement and
         the  consummation of the transactions  contemplated  under it have been
         duly  authorized  by all  necessary  corporate  action  on the  part of
         Uphill.

(d)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered by Uphill and  constitutes a valid and binding  obligation of
         it.

(e)      Absence of  Conflict - Uphill is not a party to,  bound or  affected by
         any agreement  which would be violated,  breached or terminated  by, or
         which would result in the  creation or  imposition  of any  Encumbrance
         upon any of the Uphill  Shares as a  consequence  of the  execution and
         delivery of this  Agreement  or the  consummation  of the  transactions
         contemplated in this Agreement.

(f)      Regulatory  Approvals - No  governmental  or regulatory  authorization,
         approval,  order or  consent  is  required  on the part of  Uphill,  in
         connection  with  the  execution,  delivery  and  performance  of  this
         Agreement  and the  performance  of  Uphill's  obligations  under  this
         Agreement.

(g)      No  Bankruptcy  - No  proceedings  have  been  taken,  are  pending  or
         authorized  by  Uphill  or by  any  other  person  in  respect  of  the
         bankruptcy,  insolvency,  liquidation,  dissolution  or  winding  up of
         Uphill.

         Authorised  and  Issued  Capital  - The  authorized  capital  of Uphill
         consists of an unlimited number of common shares,  of which at the time
         of  signing  of  this  Agreement,   100  common  shares  are  currently
         outstanding  as fully paid and  non-assessable  shares of Uphill and an
         unlimited  number  of  special  shares  of which  none are  issued  and
         outstanding.  There are no other options or warrants or other rights of
         any kind in  existence,  authorized  or agreed to which could result in
         any further  shares or other  securities  of Uphill  being  allotted or
         issued or becoming outstanding.

         Minute Books - The minute books of Uphill contain accurate and complete
         minutes  of all  meetings  and  resolutions  of the  directors  and the
         shareholders  of  Uphill  held  or  passed  by  signature  in  writing,
         respectively,  since the date of its  incorporation.  All such meetings
         have been duly  called and held.  Uphill  share  certificate  books and
         share registers are complete and accurate.

                                       11

<PAGE>

(j)      No  Subsidiaries  - Uphill does not own any shares in or  securities of
         any corporate  body,  other than China Shares,  and is not a partner of
         any partnership or a member of any joint venture.

(k)      Uphill's  Capacity and Power - Uphill has full corporate  right,  power
         and  authority to own or lease its assets as now owned or leased and to
         carry on the Uphill Business.

(l)      Business  -The  only  business  carried  on by  Uphill  is  the  Uphill
         Business.

(m)      Uphill Financial Statements - The Uphill Financial Statements have been
         prepared in accordance  with  Canadian  generally  accepted  accounting
         principles  applied  on  a  consistent  basis  throughout  the  periods
         indicated,  and fairly and  accurately  present,  subject to immaterial
         variation,  the financial  position,  assets and  liabilities  (whether
         absolute,  contingent,  accrued  or  otherwise)  of Uphill on the dates
         thereof and the financial results of Uphill for the periods referred to
         in the Uphill Financial Statements attached hereto as Schedule 5.2 (m).

(n)      No Guarantees etc. - Uphill is not a party to or bound by any agreement
         of guarantee,  indemnification,  assumption or  endorsement or any like
         commitment of the obligations, liabilities (contingent or otherwise) or
         indebtedness of any Person.

(o)      Records -

         (i)      The Uphill Records are true and correct and present fairly and
                  disclose in all material  respects  the actual  results of the
                  Uphill Business.

         (ii)     To the best of knowledge,  all material financial transactions
                  of Uphill have been accurately recorded in the Uphill Records.
                  The Uphill Records (of a financial  nature) have been prepared
                  in accordance  with  Canadian  generally  accepted  accounting
                  principles consistently applied.

         (iii)    The files,  documentation  and information in writing provided
                  by Uphill to the Purchaser in connection  with the negotiation
                  and  completion  of  the  transactions  contemplated  in  this
                  Agreement are true and correct in all material respects.

(p)      Business  Agreements - There are no material agreements relating to the
         Uphill  Business except for those listed in Schedule 5.2 (p), copies of
         which have been provided to the Purchaser on or before closing.

(q)      Litigation - There are no judgements,  decrees, injunctions,  ruling or
         orders of any court,  Governmental  Authority  or  arbitration,  or any
         actions, suits, grievances or proceedings, (whether or not on behalf of
         Uphill  and,  to the  best  of  knowledge,  pending  or  threatened  or
         involving   Uphill,  or  the  Uphill  Business)  which  may  materially
         adversely affect the Uphill Business or Uphill's assets.

                                       12

<PAGE>

(r)      Disclosure - The  representations  and warranties of the Uphill Vendors
         in this Agreement are true, complete and correct and do not contain any
         untrue or misleading statement of a material fact.

         Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the terms or  conditions  of any  constating  document  of Uphill,  any
         by-laws, any court or administrative order or process, any agreement or
         instrument to which Uphill is party or by which it is bound.

Liabilities - There are no outstanding debts or liabilities of Uphill.

         Tax - For all periods prior to the date of this Agreement, all federal,
         state,  provincial and foreign tax returns and tax reports  required to
         be filed  by  Uphill  have  been  timely  filed  with  the  appropriate
         governmental  agencies in all  jurisdictions  in which such returns and
         reports are required to be filed,  and all of the  foregoing  are true,
         correct and complete. Except for all taxes for the current fiscal year,
         all taxes (including  interest and penalties) due from Uphill have been
         fully  paid  or,  adequate  provisions  made  therefor  and no claim or
         liability is pending or has been assessed or asserted against Uphill in
         connection  with any such  taxes and  Uphill  knows of no basis for any
         such claim or liability.

5.3  Representations  and Warranties of GDCT and the GDCT Vendors.  GDCT and the
GDCT Vendors  jointly and  severally  represent  and warrant to the Purchaser as
follows and acknowledge  that the Purchaser is relying on these  representations
and warranties in connection with this Agreement:

(a)      Due Incorporation - GDCT is a corporation duly incorporated and validly
         existing under the laws of Ontario.

(b)      Capacity  to  Enter  Agreement  - GDCT  has full  corporate  power  and
         authority to enter into this  Agreement and to perform its  obligations
         under it.

(c)      Due  Authorization  - The execution and delivery of this  Agreement and
         the  consummation of the transactions  contemplated  under it have been
         duly authorized by all necessary corporate action on the part of GDCT.

(d)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered by GDCT and constitutes a valid and binding obligation of it.

(e)      Absence of Conflict - GDCT is not a party to,  bound or affected by any
         agreement which would be violated,  breached or terminated by, or which
         would result in the creation or imposition of any Encumbrance  upon any
         of the GDCT Shares as a  consequence  of the  execution and delivery of
         this Agreement or the consummation of the transactions  contemplated in
         this Agreement.

                                       13

<PAGE>

(f)      Regulatory  Approvals - No  governmental  or regulatory  authorization,
         approval,  order  or  consent  is  required  on the  part of  GDCT,  in
         connection  with  the  execution,  delivery  and  performance  of  this
         Agreement  and  the  performance  of  GDCT's   obligations  under  this
         Agreement.

(g)      No  Bankruptcy  - No  proceedings  have  been  taken,  are  pending  or
         authorized by GDCT or by any other person in respect of the bankruptcy,
         insolvency, liquidation, dissolution or winding up of GDCT.

         Authorised and Issued Capital - The authorized capital of GDCT consists
         of an  unlimited  number  of  common  shares,  of  which at the time of
         Closing,  700,000  common shares will be  outstanding as fully paid and
         non-assessable shares of GDCT and an unlimited number of special shares
         of which none are issued and outstanding. There are no other options or
         warrants or other rights of any kind in existence, authorized or agreed
         to which could result in any further shares or other securities of GDCT
         being allotted or issued or becoming outstanding.

         Minute Books - The minute  books of GDCT contain  accurate and complete
         minutes  of all  meetings  and  resolutions  of the  directors  and the
         shareholders   of  GDCT  held  or  passed  by   signature  in  writing,
         respectively,  since the date of its  incorporation.  All such meetings
         have been duly called and held. GDCT share  certificate books and share
         registers are complete and accurate.

(j)      No  Subsidiaries - GDCT does not own any shares in or securities of any
         corporate  body,  other than China Shares,  and is not a partner of any
         partnership or a member of any joint venture.

(k)      GDCT's  Capacity and Power - GDCT has full corporate  right,  power and
         authority  to own or lease its  assets  as now  owned or leased  and to
         carry on the GDCT Business.

(l)      Business - The only business carried on by GDCT is the GDCT Business.

(m)      GDCT  Financial  Statements - The GDCT Financial  Statements  have been
         prepared in accordance  with  Canadian  generally  accepted  accounting
         principles  applied  on  a  consistent  basis  throughout  the  periods
         indicated,  and fairly and  accurately  present,  subject to immaterial
         variation,  the financial  position,  assets and  liabilities  (whether
         absolute,  contingent,  accrued  or  otherwise)  of GDCT  on the  dates
         thereof and the financial  results of GDCT for the periods  referred to
         in the GDCT Financial Statements attached hereto as Schedule 5.3 (m).

(n)      No  Guarantees  etc. - GDCT is not a party to or bound by any agreement
         of guarantee,  indemnification,  assumption or  endorsement or any like
         commitment of the obligations, liabilities (contingent or otherwise) or
         indebtedness of any Person.

                                       14

<PAGE>

(o)      Records -

         (i)      The GDCT  Records are true and correct and present  fairly and
                  disclose in all material


                  respects the actual results of the GDCT Business.

         (ii)     To the best of knowledge,  all material financial transactions
                  of GDCT have been accurately recorded in the GDCT Records. The
                  GDCT  Records (of a financial  nature)  have been  prepared in
                  accordance  with  Canadian   generally   accepted   accounting
                  principles consistently applied.

         (iii)    The files,  documentation  and information in writing provided
                  by GDCT to the  Purchaser in connection  with the  negotiation
                  and  completion  of  the  transactions  contemplated  in  this
                  Agreement are true and correct in all material respects.

(p)      Business  Agreements - There are no material agreements relating to the
         GDCT  Business  except for those listed in Schedule 5.3 (p),  copies of
         which have been provided to the Purchaser on or before closing.

(q)      Litigation - There are no judgements,  decrees, injunctions,  ruling or
         orders of any court,  Governmental  Authority  or  arbitration,  or any
         actions, suits, grievances or proceedings, (whether or not on behalf of
         GDCT and, to the best of knowledge,  pending or threatened or involving
         GDCT, or the GDCT Business) which may materially  adversely  affect the
         GDCT Business or GDCT's assets.

(r)      Disclosure - The  representations and warranties of the GDCT Vendors in
         this  Agreement  are true,  complete and correct and do not contain any
         untrue or misleading statement of a material fact.

         Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the  terms or  conditions  of any  constating  document  of  GDCT,  any
         by-laws, any court or administrative order or process, any agreement or
         instrument to which GDCT is party or by which it is bound.

Liabilities - There are no outstanding debts or liabilities of GDCT.

         Tax - For all periods prior to the date of this Agreement, all federal,
         state,  provincial and foreign tax returns and tax reports  required to
         be  filed  by  GDCT  have  been  timely  filed  with  the   appropriate
         governmental  agencies in all  jurisdictions  in which such returns and
         reports are required to be filed,  and all of the  foregoing  are true,
         correct and complete. Except for all taxes for the current fiscal year,
         all taxes  (including  interest and  penalties) due from GDCT have been
         fully  paid  or,  adequate  provisions  made  therefor  and no claim or
         liability is pending or has been  assessed or asserted  against GDCT in
         connection  with any such taxes and GDCT knows of no basis for any such
         claim or liability.

                                       15

<PAGE>

                                   ARTICLE VI
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                 -----------------------------------------------

6.1  Representations  and  Warranties of the  Purchaser.  The  Purchaser  hereby
represents  and  warrants  to  China  eMall  and  the  Vendors  as  follows  and
acknowledges   that  China   eMall  and  the   Vendors   are  relying  on  those
representations and warranties in connection with this Agreement:

(a)      Due  Incorporation - The Purchaser is a corporation  duly  incorporated
         and validly existing under the laws of the State of Florida.

(b)      Capacity to Enter  Agreement - The Purchaser has full power,  right and
         authority to enter into this  Agreement and to perform the  obligations
         under it.

(c)      Due  Corporate  Authorization  - The  execution  and  delivery  of this
         Agreement and the consummation of the transactions  contemplated  under
         it have been duly authorized by all necessary  corporate  action on the
         part of the Purchaser.

(d)      Binding  Obligation  -  This  Agreement  has  been  duly  executed  and
         delivered  by  the  Purchaser  and  constitutes  a  valid  and  binding
         obligation of the Purchaser.

(e)      Absence  of  Conflict  - The  Purchaser  is not a party  to,  bound  or
         affected  by or  subject  to any  agreement  which  would be  violated,
         breached or  terminated  by, or which would  result in the  creation or
         imposition of any Encumbrance upon any of the Exchangeable  Shares as a
         consequence  of, the  execution  and delivery of this  Agreement or the
         consummation of the transactions contemplated in this Agreement.

(f)      Regulatory  Approvals - No  governmental  or regulatory  authorization,
         approval,  order or consent is required on the part the  Purchaser,  in
         connection  with  the  execution,  delivery  and  performance  of  this
         Agreement and the performance of the Purchaser's obligations under this
         Agreement.

(g)      No  Bankruptcy  - No  proceedings  have  been  taken,  are  pending  or
         authorized  by the  Purchaser  or by any other person in respect to the
         bankruptcy, insolvency,  liquidation,  dissolution or winding up of the
         Purchaser.

         Minute Books - The minute books of the Purchaser  contain  accurate and
         complete  minutes of recent  meetings and  resolutions of the directors
         and the  shareholders  of the Purchaser  held or passed by signature in
         writing, respectively.

(i)      Absence of Material Changes - Since the execution of this Agreement:

         (i)      no  changes  have  been  made  in  the   accounting   methods,
                  practices,   or  policies  followed  by  the  Purchaser  since
                  December 31, 1998 except that the financial statements for the
                  fiscal year 1998 were prepared according to generally accepted
                  auditing standards in Canada and the financial  statements for
                  the  fiscal  year 1999  will be  prepared  by a United  States
                  auditor;

                                       16

<PAGE>

         (ii)     the Purchaser has not  increased,  incurred or guaranteed  any
                  debt, obligation, or liability (whether absolute or contingent
                  and whether or not currently due and payable);

         (iii)    there has been no damage, destruction or loss, labour trouble,
                  or other event,  development  or  condition  of any  character
                  (whether or not covered by insurance) which adversely affects,
                  or, may adversely  affect,  the properties or prospects of the
                  Purchaser; and

         (iv)     the  Purchaser  has  not  paid  any  amount  or  dividend,  or
                  otherwise made any  distribution or the payment of any kind or
                  nature whatsoever to any non-arm's length Person.

(j)      Records - The files,  documentation and information in writing provided
         by the Purchaser to China eMall and the Vendors in connection  with the
         negotiation  and completion of the  transactions  contemplated  in this
         Agreement are true and correct in all material respects.

         Litigation - There are no judgements,  decrees, injunctions,  ruling or
         orders of any court,  Governmental  Authority  or  arbitration,  or any
         actions,  suits, grievances or proceedings (whether or not on behalf of
         the  Purchaser)  pending  or  threatened  of the  Purchaser  which  may
         materially  adversely  affect the  Purchaser's  assets other than those
         disclosed in Schedule 6.1 (k).

         Disclosure - The  representations  and  warranties  of the Purchaser in
         this  Agreement  are true,  complete and correct and do not contain any
         untrue or  misleading  statement of a material  fact or omit to state a
         material fact necessary to make such representations and warranties not
         misleading to Vendors.

         Business  Agreements - The are no material  agreements  relating to the
         business of the  Purchaser  except as those  listed in Schedule 6.1 (m)
         attached  hereto  copies of which will be provided to the Vendors on or
         before  closing and which the Purchaser  represents and warrants are in
         good standing.

         Purchaser's Financial Statements - The Purchaser's Financial Statements
         have been  prepared in  accordance  with  Canadian  generally  accepted
         accounting  principles  applied on a consistent  basis  throughout  the
         periods  indicated,  and  fairly  and  accurately  present,  subject to
         immaterial  variation,  the financial position,  assets and liabilities
         (whether absolute,  contingent,  accrued or otherwise) of the Purchaser
         on the dates thereof and the financial results of the Purchaser for the
         periods referred to in the Purchaser's  Financial  Statements a copy of
         which is attached hereto as Schedule 6.1 (n).

                                       17

<PAGE>

         OTC Bulletin  Board - The Purchaser is currently  listed for trading on
         the Nasdaq  Over-the-counter  bulletin board ("OTCBB") under the symbol
         VHSN. The NASD  Eligibility  Rule provides that no issuer may be quoted
         on the OTCBB unless it is required to make certain filings  pursuant to
         Section  13 or 15 (d) of  the  Securities  Exchange  Act of  1934  (the
         "Act").  In order to be required to make filings pursuant to Section 13
         or 15 (d) of the Act, an issuer must  register its class of  securities
         under the  Securities  Act of 1933 or the  Securities  Exchange  Act of
         1934.  The Purchaser has until May 17, 2000 to have the  Securities and
         Exchange  Commission ("SEC") declare a Form 10SB (or other registration
         statement)  effective,  and have the SEC staff  reach a position  of no
         further comment on the filing to avoid delisting.

         Authorized and Issued Capital - The authorized capital of the Purchaser
         consists  of and will on Closing  Date  consist of  100,000,000  common
         shares each with a par value of $0.001 and 25,000,000  preferred shares
         each with a par value of $0.001, of which only 15,520,268 common shares
         and no preferred  shares are  outstanding on April 12, 2000, as set out
         in Schedule  6.1 (p) all of which issued  common  shares are fully paid
         and  non-assessable.  Schedule  6.1 (p) also  sets out the  issued  and
         outstanding  number of common shares on a fully diluted basis and there
         are no other options,  warrants or convertible  instruments outstanding
         other than as disclosed in Schedule 6.1 (p).

         Purchaser's  Capacity  and  Power - the  Purchaser  has full  corporate
         right,  power and  authority to own or lease its assets as now owned or
         leased and to carry on the Purchasers Business.

Business - the only  business  carried  on by the  Purchaser  is the  Purchasers
Business.

         Non-Violation   -  The  entering   into  of  this   Agreement  and  the
         consummation  of transactions  contemplated  herein do not and will not
         conflict  with, or result in a breach of, or constitute a default under
         the terms or conditions of any  constating  document of the  Purchaser,
         any by-  laws,  any  court  or  administrative  order or  process,  any
         agreement or  instrument to which the Purchaser is party or by which it
         is bound.

         Liabilities  - There are no  outstanding  debts or  liabilities  of the
         Purchaser  other  than  as  disclosed  in  the  Purchaser's   Financial
         Statements,  elsewhere in this  Agreement or as otherwise  disclosed in
         writing to the China Vendors prior to Closing.

         Tax - For all periods prior to the date of this Agreement, all federal,
         state,  provincial and foreign tax returns and tax reports  required to
         be filed by the Purchaser  have been timely filed with the  appropriate
         governmental  agencies in all  jurisdictions  in which such returns and
         reports are required to be filed,  and all of the  foregoing  are true,
         correct and complete. Except for all taxes for the current fiscal year,
         all taxes  (including  interest and  penalties)  due from the Purchaser
         have been fully paid or, adequate provisions made therefor and no claim
         or  liability is pending or has been  assessed or asserted  against the
         Purchaser in connection  with any such taxes and the Purchaser knows of
         no basis for any such claim or liability except as otherwise set out in
         Schedule 6.1 (u) attached hereto.

Subsidiaries. The Purchaser has no other subsidiaries  then VHS Acquisition Inc.
         and VHS Network Inc.


                                       18

<PAGE>

No       Guarantees  etc.  The  Purchaser  is not a  party  to or  bound  by any
         agreement of guarantee,  indemnification,  assumption or endorsement or
         any like  commitment of the  obligations,  liabilities  (contingent  or
         otherwise) or  indebtedness of any Person other than as provided in the
         Articles of  Incorporation  and By-laws of the corporation or otherwise
         in the normal course of business.

Groupmarkdebt. As of Closing there will be US$380,000  owed to Groupmark  Canada
         Limited by the Purchaser.

                                   ARTICLE VII

              NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
              -----------------------------------------------------

7.1 Subject to section 7.2, all representations and warranties contained in this
Agreement  on the part of each of the  Parties  shall  survive the Closing for a
period of one (1) year from the Closing  Date,  after  which  time,  if no claim
shall have been made against a Party with respect to any incorrectness or breach
of any  representation  or warranty,  that Party shall have no further liability
under this Agreement with respect to the representation or warranty.

7.2      The  representations,  warranties,  covenants  and  indemnities  of the
Parties relating to tax liability shall:

(a)      unless resulting from any misrepresentation  made or fraud committed in
         filing a return or supplying information for the purposes of the Income
         Tax Act (Canada),  applicable provincial corporation tax legislation or
         any other legislation  imposing tax on China eMall Uphill,  GDCT or the
         Purchaser,  terminate at the  expiration of the last of the  limitation
         periods contained in the Income Tax Act (Canada), applicable provincial
         corporation  tax legislation or any other  legislation  imposing tax on
         China eMall, Uphill, GDCT or the Purchaser; and

(b)      if based upon  misrepresentation  made or fraud  committed  in filing a
         return or in supplying  information  for the purposes of the Income Tax
         Act (Canada),  applicable provincial corporation tax legislation or any
         other  legislation  imposing  tax on China eMall,  Uphill,  GDCT or the
         Purchaser, survive without limit as to time.

7.3 All statements  contained in any certificate or any instrument  delivered by
or on behalf  of a Party  pursuant  to or in  connection  with the  transactions
contemplated  by this  Agreement  shall be deemed to be made by such Party under
this Agreement.

                                  ARTICLE VIII
                                    COVENANTS
                                    ---------

<PAGE>

8.1      Conduct of China eMall  Business  Prior to Closing.  During the Interim
Period, China eMall shall:

(a)      Conduct Business in Ordinary Course - except as otherwise  contemplated
         or  permitted  by this  Agreement,  conduct  the China  eMall  Business
         diligently  and  prudently  and shall not,  without  the prior  written
         consent  of  the  Purchaser,  enter  into  any  contracts,  agreements,
         commitments or leases, or undertake any activity  (including  allotment
         or issuance of any further shares or securities of China eMall), except
         in the ordinary course of the China eMall Business;

(b)      Continue  Insurance  - continue  in full force all  existing  insurance
         policies;

(c)      Comply with Laws - comply with all laws  applicable  to the China eMall
         Business;

(d)      Maintain  Permits - apply for,  maintain in good standing and renew all
         permits, licenses,  registrations and permits necessary to enable it to
         carry on the China eMall Business as now conducted; and

(e)      Distributions  - not pay any amount or dividend or  otherwise  make any
         distribution to its  shareholders or any non-arm's length Person out of
         the normal course.

8.2      Conduct of Uphill Business Prior to Closing. During the Interim Period,
         Uphill shall:

(a)      Conduct Business in Ordinary Course - except as otherwise  contemplated
         or permitted by this Agreement,  conduct the Uphill Business diligently
         and prudently and shall not,  without the prior written  consent of the
         Purchaser, enter into any contracts, agreements, commitments or leases,
         or  undertake  any  activity  (including  allotment  or issuance of any
         further shares or securities of Uphill ), except in the ordinary course
         of the Uphill Business;

(b)      Continue  Insurance  - continue  in full force all  existing  insurance
         policies;

(c)      Comply  with  Laws -  comply  with all laws  applicable  to the  Uphill
         Business;

(d)      Maintain  Permits - apply for,  maintain in good standing and renew all
         permits, licenses,  registrations and permits necessary to enable it to
         carry on the Uphill Business as now conducted; and

(e)      Distributions  - not pay any amount or dividend or  otherwise  make any
         distribution to its  shareholders or any non-arm's length Person out of
         the normal course.

8.3      Conduct of GDCT Business Prior to Closing.  During the Interim  Period,
         GDCT shall:

(a)      Conduct Business in Ordinary Course - except as otherwise  contemplated
         or permitted by this  Agreement,  conduct the GDCT Business  diligently
         and prudently and shall not, without the prior written consent  of  the

                                       19

<PAGE>

         Purchaser, enter into any contracts, agreements, commitments or leases,
         or  undertake  any  activity  (including  allotment  or issuance of any
         further shares or securities of GDCT), except in the ordinary course of
         the GDCT Business;

(b)      Continue  Insurance  - continue  in full force all  existing  insurance
         policies;

(c)      Comply  with  Laws -  comply  with  all  laws  applicable  to the  GDCT
         Business;

(d)      Maintain  Permits - apply for,  maintain in good standing and renew all
         permits, licenses,  registrations and permits necessary to enable it to
         carry on the GDCT Business as now conducted; and

(e)      Distributions  - not pay any amount or dividend or  otherwise  make any
         distribution to its  shareholders or any non-arm's length Person out of
         the normal course.

8.4      Conduct of the Purchaser  Prior to Closing.  During the Interim Period,
the Purchaser shall comply with all laws applicable to the Purchaser.

8.5      Conduct of the Purchaser After Closing.

         The  Purchaser  shall not  transfer or cause Uphill or GDCT to transfer
         any common  shares of China eMall  without  providing at least 45 days'
         written notice to the holders of the Exchangeable Shares outstanding at
         that time,  of such  intention so that the holders of the  Exchangeable
         Shares have the option of exchanging their Exchangeable  Shares at that
         time.

(b)      During  the  period  from  Closing   until  there  are  no  longer  any
         Exchangeable Shares outstanding, the Purchaser shall not:

         take actions that  prejudice  the holders of  Exchangeable  Shares,  by
         unduly diminishing the value of that which they are entitled to receive
         on the conversion/exchange of their shares, provided that the Purchaser
         shall not be liable  hereunder  for  reasonable  decisions  made in the
         ordinary course of business, or for fluctuations in market price caused
         by factors beyond its control;

         cause China eMall to commence,  continue or complete  any  liquidation,
         dissolution or winding-up of China eMall or other  distribution  of the
         property  or  assets of China  eMall  among  its  shareholders  for the
         purpose of winding-up its affairs  without the express  written consent
         of a majority of the votes  attaching  to the  holders of  Exchangeable
         Shares outstanding from time to time; or

         cause China eMall to sell or dispose of all or substantially all of its
         assets or property without the express written consent of a majority of
         the votes attaching to the holders of Exchangeable  Shares  outstanding
         from time to time.


                                       20
<PAGE>

(c)      Notwithstanding  the  provisions in 8.5 (a) and (b) above the Purchaser
         shall be entitled to complete statutory  amalgamations  between Uphill,
         GDCT and/or China eMall without  consent of the holders of Exchangeable
         Shares provided that the amalgamated  corporation has the same articles
         and by-laws as China eMall.

8.5A     Covenants of Vendors After Closing.

         GDCT.  Within 90 days after  Closing the GDCT Vendors shall provide the
         Purchasers with the Financial  Statements and completed tax returns for
         GDCT for the year ended  January 31,  2000 and the interim  period from
         January 31, 2000 up to Closing.

         Uphill.  Within 90 days after Closing the Uphill  Vendors shall provide
         the Purchasers with the Financial  Statements and completed tax returns
         for Uphill for the last  completed  fiscal year and the interim  period
         from the last fiscal year end up to Closing.

8.6      Access for Investigation.

(a)      The Purchaser, the China Vendors and China eMall shall permit the other
         Parties and their Authorized  Representatives,  until the Closing Date,
         to have  reasonable  access  during  normal  business  hours  to  their
         respective premises and their respective Records to enable confirmation
         of  the  accuracy  of the  Records  and  the  matters  represented  and
         warranted in Articles IV, V and VI .

(b)      Until the  Closing  Date and,  in the  event  the  termination  of this
         Agreement  without  the  completion  of the  transactions  contemplated
         hereby,  each of the Parties  shall  thereafter,  subject to subsection
         8.6(c),  use its best efforts to keep  confidential and not use for its
         own  purpose  (other  than  as  contemplated  by  this  Agreement)  any
         information  obtained  from any other  Party with  respect to the other
         Party's  affairs.  If this  Agreement  is  terminated,  all  documents,
         working  papers and other written  material  obtained by the Party from
         the other party in connection  with this  Agreement and not  previously
         made  public  (and all copies  thereof)  shall be returned to the other
         Party promptly after such termination.

(c)      The obligation of each of the Parties under  subsection  8.6(b) to keep
         confidential and not use any information shall not apply to information
         which:

         (i)      becomes  generally  available  to the  public  other than as a
                  result of a disclosure by the Party or its  representatives in
                  violation of this Agreement;

         (ii)     was available to the Party on a  non-confidential  basis prior
                  to its disclosure by the other party or their representatives;

         (iii)    becomes  available  to the party on a  non-confidential  basis
                  from  a   source   other   than   the   other   Party  or  its
                  representatives,  provided  that such source is not bound by a
                  confidentiality agreement with the other Party; or

         (iv)     the Party is required by law to disclose.


                                       21

<PAGE>

8.7      Closing  Documents.  The  Ancillary  Agreements  shall be executed  and
delivered by the Parties thereto at the Closing time.

8.8 Corporate Proceedings. On or before the Closing Date, each Party (which is a
corporation)  shall  provide  to  the  other  Parties  certified  copies  of all
necessary  proceedings and  resolutions,  corporate or otherwise,  and all other
necessary  actions,  corporate  or  otherwise,  authorizing  the  execution  and
delivery of this Agreement and the matters contemplated in it.

8.9  Actions  to Satisfy  Closing  Conditions.  Each  Party  shall take all such
actions as are within its power to  control,  and shall use its best  efforts to
cause other actions to be taken which are not within its power to control, so as
to ensure  compliance  with any conditions set forth in this Agreement which are
for the benefit of itself or any other Party.

8.10 Purchaser's  Proceedings.  The Purchaser shall, on or immediately following
Closing, complete and diligently pursue a Form 10SB, Form SB-2 or other suitable
filing with the US Securities and Exchange  Commission ("SEC") so as to register
all the  common  shares  of the  Purchaser  issued to or  issuable  to the China
Vendors,  including the Uphill  Vendors and the GDCT  Vendors,  pursuant to this
Agreement  to permit such common  shares to be freely  tradeable.  The  Purchase
shall also  maintain its reporting  company  status with the SEC while there are
Exchangeable Shares outstanding.

8.11 Exemption  Order.  After Closing the Purchaser shall make an application to
the Ontario Securities Commission for an exemption order to permit the resale of
common shares of the Purchaser that are issued to the China  Vendors,  including
the Uphill  Vendors and the GDCT  Vendors,  with the expense being shared 50% by
the Purchaser  and 50% by the China  Vendors who consent to such an  application
for their respective Exchangeable Shares.

8.12     Management  Agreement.  On or before the Closing  Date,  the  Purchaser
shall enter into a management agreement with Gang Chai.

8.13     Director.  On or before the Closing Date, the Purchaser shall cause the
appointment of Gang Chai as a director of the Purchaser.


                                   ARTICLE IX
                              CONDITIONS OF CLOSING
                              ---------------------

9.1 Conditions for the Purchaser's  Benefit.  The Purchaser shall not be obliged
to complete the  transactions  contemplated  by this  Agreement  unless,  on the
Closing Date, each of the following conditions shall have been satisfied:

(a)      Accuracy of Representations - The representations and warranties of the
         China  Vendors and China eMall set forth in sections 4.1, 4.2, 4.3 5.1,
         5.2 and 5.3,  respectively,  shall be true and correct at the  Closing,
         except as those  representations  and warranties may be affected by the

                                       22

<PAGE>
         occurrence  of  events  or  transactions   expressly  contemplated  and
         permitted by this Agreement,  including,  without limitation,  those in
         the ordinary course of business,  and the Purchaser shall have received
         a  certificate   from  the  Vendors  and  China  eMall  confirming  the
         foregoing.

(b)      Performance  of  Obligations  - China eMall and the China Vendors shall
         have performed all of the obligations hereunder to be performed by them
         at or prior to the Closing. China eMall and the China Vendors shall not
         be in breach of any agreement on its part contained herein;

(c)      Deliveries - China eMall and the China Vendors shall have  delivered or
         caused to be delivered to the Purchaser the Ancillary Agreements;

(d)      Approvals  -  All   necessary   approvals  of  the   directors   and/or
         shareholders  of China eMall,  Uphill and GDCT shall have been obtained
         or given, as the case may be, on or before the Closing Time;

(e)      Completion  of  Investigations  - The  investigations  and  assessments
         contemplated in section 8.6 shall have been completed and the Purchaser
         shall  be  satisfied  with  the  result  of  such   investigations  and
         assessments including,  without limitation, the accuracy of the Records
         and matters represented and warranted in Articles IV and V;

(f)      Consents,  Authorizations and Registrations - All consents,  approvals,
         orders and  authorizations  of, from or notifications to any persons or
         Governmental  Authorities required in connection with the completion of
         any of the transactions  contemplated by this Agreement,  the execution
         of this  Agreement,  the Closing or the performance of any of the terms
         and conditions of this Agreement  shall have been obtained on or before
         the  Closing  Date.  There  shall  be no  injunction  or  order  issued
         preventing,  and no pending or threatened claim, action,  litigation or
         proceeding,  judicial or administrative,  or investigation  against any
         Party by any  Governmental  Authority  or  Person  for the  purpose  of
         enjoining  or  preventing  the  consummation  of  this  Agreement,   or
         otherwise  claiming that this Agreement or the consummation  thereof is
         improper or would give rise to proceedings under any statute or rule of
         law;

(g)      No Loss - During the Interim Period,  there has been no material damage
         to the assets of China eMall, the China eMall Business,  GDCT, the GDCT
         Business,  Uphill, the Uphill Business by fire or other peril,  whether
         or not such damage is covered by insurance;

         No Material Changes - There shall have been no material adverse changes
         in the China eMall Business,  the Uphill Business or the GDCT Business,
         assets or financial condition of China eMall, Uphill or GDCT during the
         Interim Period. For the purposes of this subsection, the term "material
         adverse  change"  shall mean any change in the assets,  liabilities  or
         financial  condition of China eMall,  GDCT,  the China eMall  Business,
         Uphill,  the Uphill  Business  or the GDCT  Business  that may  involve
         material  reduction,  damage,  risk to or  destruction  of the  assets,
         whether or not the change is covered by insurance; and

                                       23

<PAGE>

         Legal  Opinion - Counsel  to China  eMall and the China  Vendors  shall
         deliver to counsel for the Purchaser an opinion  confirming  that China
         eMall qualifies for the exemption from the provisions of Part XX of the
         Securities  Act (Ontario) set out in s.93(3)(g)  and s.93(1)(d) of said
         act and  that  GDCT  and  Uphill  qualify  for the  exemption  from the
         provisions  of Part XX of the  Securities  Act  (Ontario) set out in s.
         93(1)(d) of said act and an opinion as to other general  matters to the
         satisfaction of the Purchaser's counsel.

If any one or more of the foregoing  conditions shall not have been fulfilled on
or before the Closing Date, the Purchaser may terminate this Agreement by notice
in writing to the other Parties in which event the  Purchaser  shall be released
from all obligations  under this Agreement without any liability and (unless the
Purchaser can show that the  condition  relied upon could  reasonably  have been
performed by the other  Parties) the other  Parties  shall also be released from
all obligations  hereunder without any liability;  provided,  however,  that the
Purchaser  shall be  entitled to waive  compliance  with any one or more of such
conditions in whole or in part if it shall see fit to do so,  without  prejudice
to its rights of  termination  in the event of the  non-fulfilment  of any other
condition in whole or in part.

9.2  Conditions  for the Benefit of the Vendors.  The China Vendors shall not be
obliged to complete the transactions  contemplated by this Agreement  unless, on
the Closing Date, each of the following conditions shall have been satisfied:

         (a) Accuracy of Representations - The representations and warranties of
         the  Purchaser  set forth in sections  6.1 shall be true and correct at
         the Closing,  except as those  representations  and  warranties  may be
         affected  by  the  occurrence  of  events  or  transactions   expressly
         contemplated  and  permitted by this  Agreement,  and the Vendors shall
         have received certificates from the Purchaser confirming the foregoing.

         (b) Performance of Obligations - the Purchaser shall have performed all
         of the  obligations  hereunder to be performed by it at or prior to the
         Closing and the  Purchaser  shall not be in breach of any  agreement on
         its part contained herein.

         (c)  Deliveries  - China  eMall  shall have  delivered  or caused to be
         delivered to China Vendors possession of the Exchangeable  Shares, free
         and clear of any Encumbrances.

         (d)  Approvals  - All  necessary  approvals  by  the  directors  and/or
         shareholders  of the Purchaser  shall have been obtained,  completed or
         given, as the case may be, on or before the Closing Time.

         (e) Completion of Investigations - The  investigations  and assessments
         contemplated  in section  8.6 shall have been  completed  and the China
         Vendors shall be satisfied with the results of such  investigations and
         assessments including,  without limitation, the accuracy of the Records
         and matters represented and warranted in Article VI.

                                       24

<PAGE>

         (f)  Consents,   Authorizations   and  Registrations  -  All  consents,
         approvals,  orders and  authorizations of, from or notifications to any
         Persons or  Governmental  Authorities  required in connection  with the
         completion of any of the  transactions  contemplated by this Agreement,
         the execution of this Agreement,  the Closing or the performance of any
         of the terms and conditions of this Agreement  shall have been obtained
         on or before the Closing  Date.  There shall be no  injunction or order
         issued  preventing,   and  no  pending  or  threatened  claim,  action,
         litigation or proceeding, judicial or administrative,  or investigation
         against  any Party by any  Governmental  Authority  or  Person  for the
         purpose of enjoining or preventing the  consummation of this agreement,
         or otherwise  claiming that this Agreement or the consummation  thereof
         is improper or would give rise to proceedings under any statute or rule
         of law.

         (g) No Loss - During the  Interim  Period,  there has been no  material
         damage to the assets of the  Purchaser by fire or other peril,  whether
         or not such damage is covered by insurance.

         (h) No  Material  Changes - There  shall have been,  in the  reasonable
         opinion  of China  eMall and the China  Vendors,  no  material  adverse
         changes in the assets or financial  condition of the  Purchaser  during
         the  Interim  Period.  For the  purposes of this  subsection,  the term
         "material  adverse  change"  shall  mean  any  change  in  the  assets,
         liabilities  or financial  condition of the Purchaser  that may, in the
         reasonable  opinion  of  China  eMall  and the  China  Vendors  involve
         material  reduction,  damage,  risk  to or  destruction  of the  assets
         whether or not the change is covered by insurance.

         (i) Support  Agreement - The Purchaser  shall have executed the Support
         Agreement on or before the Closing Date.

Legal    Opinion - Florida  counsel to the  Purchaser  shall  provide an opinion
         that the Purchaser is validly existing under the laws of Florida,  that
         no shareholder  approval is required and other such general  matters to
         the satisfaction of counsel to China eMall and the Vendors.

         Exchangeable  Shares - Before closing the  shareholders  of China eMall
         shall create the Exchangeable Shares by filing articles of amendment of
         China eMall. The rights, privileges, restrictions and conditions of the
         Exchangeable  Shares shall be as is  substantially  set out in Schedule
         2.8.

         GDCT and Uphill Shares - Before  Closing the Uphill Vendors shall cause
         Uphill to file articles of amendment  subdividing the 100 common shares
         into 700,000 common shares.

         Voting  Trust  - On  Closing  the  Purchaser  and the  Vendors  holding
         Exchangeable  Shares  shall enter into a voting  trust  agreement  in a
         mutually  agreeable  form prepared by counsel to China eMall to provide
         to a trustee,  acting on behalf of all of the  holders of  Exchangeable
         Shares,  voting  rights  of  shares  in the  capital  of the  Purchaser
         equivalent  to the voting rights of the common shares in the capital of
         the Purchaser into which the Exchangeable  Shares are exchangeable that
         will  be  allotted  for  purposes  of  issuance  with  respect  to  the
         Exchangeable  Shares; or the Purchaser shall deposit a number of common
         shares in the capital of the Purchaser equal at all times and from time

                                       25

<PAGE>

         to time to the number of common  share in the capital of the  Purchaser
         into  which  the  outstanding  Exchangeable  Shares  are  exchangeable,
         provided  that the voting  rights of such  shares  shall be held by the
         trustee of such voting trust  pursuant to the terms and  conditions  of
         such a voting trust agreement in a mutually  agreeable form prepared by
         counsel  to  China  eMall  for  the  benefit  of  the  holders  of  the
         outstanding  Exchangeable Shares from time to time but all other rights
         of such common shares in the capital of the Purchaser  shall be held by
         the trustee for the benefit of the Purchaser  pursuant to the terms and
         conditions  of such a voting trust  agreement  in a mutually  agreeable
         form prepared by counsel to China eMall.

If any one or more of the foregoing  conditions shall not have been fulfilled on
or before the Closing Date,  the Vendors may terminate  this Agreement by notice
in writing to the  Purchaser in which event the Vendors  shall be released  from
all obligations  under this Agreement  without liability and (unless the Vendors
can show that the condition  relied upon could reasonably have been performed by
the  Purchaser)  the  Purchaser  shall  also be  released  from all  obligations
hereunder  without  liability;  provided,  however,  that the  Vendors  shall be
entitled to waive compliance with any one or more of such conditions in whole or
in part if they shall see fit to do so,  without  prejudice  to their  rights to
termination in the event of the  non-fulfilment  of any other condition in whole
or in part.

                                    ARTICLE X
                                 INDEMNIFICATION
                                 ---------------

10.1 Mutual  Indemnifications for Breaches of Warranty,  etc. Subject to section
10.3, the Purchaser hereby covenants and agrees with the Vendors and China eMall
and the Vendors and China eMall  hereby  covenant and agree  severally  with the
Purchaser (the parties covenanting and agreeing to indemnify another party under
this Article X are hereinafter  individually referred to as "Indemnifying Party"
and the parties that are being indemnified by another Party under this Article X
are  hereinafter  individually  referred  to  as  the  "Indemnified  Party")  to
indemnify and save  harmless the  Indemnified  Party,  effective as and from the
Closing Time,  from and against any Claims which may be made or brought  against
the  Indemnified  Party  and/or  which it may suffer or incur as a result of, or
arising out of any  non-fulfilment  of any  covenant or agreement on the part of
the  Indemnifying  Party under this Agreement or any Ancillary  Agreement or any
incorrectness in or breach of any representation or warranty of the Indemnifying
Party contained in this Agreement or any Ancillary Agreement.

10.2 Undisclosed Liabilities Indemnity. Notwithstanding section 10.1 and without
limiting the generality of section 10.1:

(a)      the  Vendors and China eMall shall  indemnify  the  Purchaser  from all
         Claims  arising from  liabilities  or obligations to Persons that arise
         from any act or failure to act of China eMall or the  Vendors  prior to
         the Closing  Date that is not  disclosed to the  Purchaser  pursuant to
         Articles IV or V or otherwise prior to Closing; and

                                       26

<PAGE>

(b)      the  Purchaser  shall  indemnify  China eMall and the Vendors  from all
         Claims  arising from  liabilities  or obligations to Persons that arise
         from any act or failure to act of the  Purchaser  prior to the  Closing
         Date that is not  disclosed to China eMall and the Vendors  pursuant to
         Articles V or VI or otherwise prior to Closing.

10.3     Limitation on Mutual Indemnification.  The indemnification  obligations
of each of the Parties pursuant to section 10.1 and 10.2 shall be subject to the
following:

(a)      the  applicable  limitation  mentioned  in Article VII  respecting  the
         survival of the representations and warranties of the Parties;

(b)      the indemnity obligations under section 10.2 shall survive for a period
         of one (1) year from the Closing Date;

(c)      there  shall be no limit as to amount in  respect  of  breaches  of the
         representations   and   warranties   of  the  Parties   other  than  as
         specifically limited by the provisions of the section; and

(d)      an Indemnifying Party shall not be required to indemnify an Indemnified
         Party until the aggregate  Claims  sustained by the  Indemnified  Party
         exceeds a value of $5,000,  in which case the Indemnifying  Party shall
         be obligated to the  Indemnified  party for all Claims without limit as
         to amount.

10.4 Procedure for Indemnification.  The following provisions shall apply to any
Claims  for  which an  Indemnifying  Party  may be  obligated  to  indemnify  an
Indemnified Party pursuant to this Agreement:

(a)      upon receipt from a third party by the Indemnified Party of notice of a
         Claim or the Indemnified  party becoming aware of a Claim in respect of
         which the Indemnified Party proposes to demand indemnification from the
         Indemnifying  Party,  the  Indemnified  Party shall give notice to that
         effect to the Indemnifying Party with reasonable  promptness,  provided
         that  failure to give such  notice  shall not  relieve an  Indemnifying
         Party from any liability it may have to the Indemnified Party except to
         the extent that the Indemnifying Party is prejudiced thereby;

(b)      in the case of Claims  arising  from third  parties,  the  Indemnifying
         Party shall have the right by notice to the Indemnified party not later
         than  thirty  (30)  days  after  receipt  of the  notice  described  in
         paragraph (i) above to assume the control of the defence, compromise or
         settlement of the Claims,  provided that such assumption  shall, by its
         terms, be without costs to the Indemnified  Party and the  Indemnifying
         Party  shall  at  the  Indemnified  Party's  request  furnish  it  with
         reasonable  security against any costs or other liabilities to which it
         may be or  become  exposed  by reason of such  defence,  compromise  or
         settlement;

(c)      upon the assumption of control by the Indemnifying  Party as aforesaid,
         the  Indemnifying  Party shall  diligently  proceed  with the  defence,
         compromise or  settlement of the Claims at its sole expense,  including

                                       27

<PAGE>
         employment of counsel reasonably  satisfactory to the Indemnified Party
         and, in connection  therewith,  the Indemnified  Party shall co-operate
         fully, but at the expense of the Indemnifying  Party, to make available
         to the Indemnifying Party all pertinent information and witnesses under
         the Indemnified  Party's  control,  make such assignments and take such
         other steps as in the opinion of counsel for the Indemnifying Party are
         necessary to enable the  Indemnifying  Party to conduct  such  defence;
         provided  always  that  the  Indemnified  Party  shall be  entitled  to
         reasonable security from the Indemnifying Party for the expense,  costs
         of other liabilities to which it may be or may become exposed by reason
         of such co-operation;

(d)      the final  determination of any such Claims arising from third parties,
         including  all  related  costs  and  expenses,   will  be  binding  and
         conclusive  upon the Parties as to the validity or  invalidity,  as the
         case may be of such Claims against the  Indemnifying  Party  hereunder;
         and

(e)      should the  Indemnifying  Party fail to give notice to the  Indemnified
         Party as provided in paragraph (ii) above, the Indemnified  Party shall
         be  entitled  to make  such  settlement  of the  Claims  as in its sole
         discretion may appear advisable, and such settlement or any other final
         determination  of the  Claims  shall be binding  upon the  Indemnifying
         Party.

                                   ARTICLE XI
                              CLOSING ARRANGEMENTS
                              --------------------

11.1  Closing.  The  Closing  shall  take  place at the  offices  of  Stewart  &
Associates,  Barristers and Solicitors,  1 First Canadian Place,  Suite 700, 100
King Street West,  Toronto M5X 1C7,  Ontario,  Canada at the Closing Time on the
Closing Date.

11.2  Closing Procedures.  At the Closing Time or where specified,  prior to the
Closing Time;

         China eMall shall issue and deliver to the China  Vendors'  possession,
         except GDCT, Uphill and Forte the Exchangeable Shares;

         the China  Vendors  except GDCT,  Uphill and Forte shall  convert their
         China Shares for the Exchangeable Shares;

         GDCT and the  Purchaser  shall  exchange the GDCT Shares and the common
         shares in the capital of the Purchaser;

         Uphill and the  Purchaser  shall  exchange  the  Uphill  Shares and the
         common shares in the capital of the Purchaser;

         Forte and the Purchaser  shall  exchange the China Shares held by Forte
         and the common shares in the capital of the Purchaser; and

(e)      the  Parties  shall take or shall have  taken,  as the case may be, the
         other actions contemplated to be taken by them at or before the Closing
         contemplated in this Agreement.

                                       28

<PAGE>

11.3 Non-Waiver. No investigations made by or on behalf of the Purchaser,  China
eMall and the China  Vendors  at any time  shall  have the  effect of waiving or
diminishing the scope of or otherwise affecting any representation,  warranty or
indemnity made by or imposed upon the Parties pursuant to this Agreement.

                                   ARTICLE XII
                                     GENERAL
                                     -------

12.1     Termination.

(1)      This agreement may be terminated at any time prior to the Closing Date:

         by the mutual agreement of the Parties;

         by       the  Purchaser  within  14  days  of  the  execution  of  this
                  Agreement if the Purchaser has any concerns  whatsoever at its
                  own discretion  with respect to the due diligence of Uphill or
                  GDCT; or

         by       the Parties if the transactions contemplated by this Agreement
                  would  violate  any  non-appealable  final  order,  decree  or
                  judgement of any court or governmental  body having  competent
                  jurisdiction.

(2)      If this  Agreement is terminated by a Party under  subsection  12.1(1),
         such  termination  shall be without  liability  of either  Party to the
         other parties,  or to any of their shareholders,  directors,  officers,
         employees, agents, consultants or representatives provided that if such
         termination shall result from the wilful failure of the Party to fulfil
         a condition  to the  performance  of the other  Parties or to perform a
         covenant of this agreement or from a wilful breach by the party to this
         Agreement,  the Party  shall be fully  liable for any and all  damages,
         costs and expenses  (including,  but not limited to, reasonable counsel
         fees and disbursements) sustained or incurred by the other Parties.

12.2  Expenses  Except as  otherwise  specified  herein,  all costs and expenses
(including the fees and disbursements of accountants and legal counsel) incurred
in  connection   with  this  Agreement  and   completion  of  the   transactions
contemplated  by this  Agreement  shall  be paid by the  Party  incurring  those
expenses.

12.3  Time of  Essence.  Time shall be of the  essence in all  respects  of this
Agreement.

12.4 Notices.  Any notice or other  communication which is required or permitted
to be given or made by one Party to the others hereunder shall be in writing and
shall be either personally delivered to such Parties sent by facsimile.

         Any notice  shall be sent to the  intended  recipient at its address as
follows:

                                       29

<PAGE>

                              (a) to the Purchaser:

                               c/o Elwin Cathcart
                                6705 Tomken Road
                                   Unit 12-14
                              Mississauga, Ontario
                                     L5T 2J6
                          Facsimile No.: (905) 795-9682

                         and to Stewart & Associates at:

                               c/o Adam K. Szweras
                              Stewart & Associates
                             Barristers & Solicitors
                             Suite 700, P.O. Box 160
                             1 First Canadian Place
                              100 King Street West
                                Toronto, Ontario
                                     M5X 1C7
                          Facsimile No.: (416) 368-7805

             to the China Vendors, except Forte Management Corp. at:

                                c/o Dr. Gang Chai
                              McVicar Minerals Ltd.
                              1 Dundas Street West
                               Suite 2402, Box 13
                                Toronto, Ontario
                                     M5G 1Z3
                          Facsimile No.: (416) 977-8335

                      and to Dexter, Marrelli & Amenta at:

                               c/o James Marrelli
                              1 Dundas Street West
                               Suite 2402, Box 24
                                Toronto, Ontario

                                     M5G 1Z3

                          Facsimile No.: (416) 971-7458

                  and to Vivan Wong, Barrister & Solicitor, at:

                           5400 Yonge Street Suite 401

                               North York, Ontario

                                     M2N 5R5

                          Facsimile No.: (416) 222-8320

                          to Forte Management Corp. at:

                          Facsimile No. (441) 295-5491

                                       30

<PAGE>

or at such other address as any Party may from time to time advise the others by
notice in writing.  Any notice given by personal  delivery shall be deemed to be
received on the date of delivery. Any notice sent by facsimile or similar method
of  recorded  communication  shall be deemed to have been  received  on the next
Business Day following the date of its transmission.

12.5 Further  Assurances.  The Parties  shall with  reasonable  diligence do all
things and provide all reasonable  assurances as may be required to complete the
transactions  contemplated by this Agreement,  and each Party shall provide such
further  documents  or  instruments  required  by  any  other  Party  as  may be
reasonably necessary or desirable to give effect to this Agreement and carry out
its provisions, whether before or after the Closing.

12.6 Public Notice.  All public notices to third parties and all other publicity
concerning the  transactions  contemplated  by this  Agreement  shall be jointly
planned and  co-ordinated by the Parties and no Party shall act  unilaterally in
this  regard  without the prior  written  approval  of the other  Parties,  such
approval not to be unreasonably withheld.

12.7 Amendment and Waiver. No supplement, modification, waiver or termination of
this Agreement  shall be binding  unless  executed in writing by the party to be
bound. No waiver of any of the Provisions of this Agreement  shall  constitute a
waiver of any other  provision  (whether or not  similar)  nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.

12.8  Assignment.  This  Agreement  and the rights or  obligations  hereunder or
thereunder are not assignable by any Party without the prior written  consent of
the other  Parties,  which  consent  shall not be  unreasonably  withheld.  This
Agreement  shall  enure to the  benefit of and be binding  upon the  Parties and
their respective successors and permitted assigns.

12.9  Severability.  Any  provision of this  Agreement,  which is  prohibited or
unenforceable in any jurisdiction, shall not invalidate the remaining provisions
hereof. Any such prohibition or  unenforceability  in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

12.10  Governing Law. The Parties agree that this Agreement shall be governed by
the laws of the Province of Ontario,  and the federal laws of Canada  applicable
therein,  that Ontario will be the proper forum for any  controversy  arising in
connection  with  this  Agreement  and that  the  courts  of  which  will be the
exclusive forums for all such suits, actions or proceedings.

12.11  Counterparts.  This  Agreement  may be  executed by the Parties in one or
more counterparts,  originally or by facsimile signature,  each of which when so

                                       31

<PAGE>

executed and delivered shall be deemed an original and such  counterparts  shall
together constitute one and the same instrument.

12.12 Prior Agreement Cancelled. The Parties have agreed that the Share Exchange
Agreement  entered  into  among  them on the 9th day of  March,  2000 is  hereby
cancelled and fully replaced by this present Agreement.

         IN WITNESS WHEREOF this agreement has been executed by the Parties each
as of the day and year first before written.

         THIS AGREEMENT IS HEREBY EXECUTED on the date set forth above.

                              VHS NETWORK, INC.


                              Per: _________________________________
                                          A.S.O.

                             CHINA EMALL CORPORATION

                              Per: ___________________________
                                          A.S.O.

                              FORTE MANAGEMENT CORP.


                              Per:
                                          A.S.O.

                              UPHILL CAPITAL INC.


                              Per:__________________________
                                          A.S.O.

                              GDCT INVESTMENT INC.


                              Per:_________________________
                                          A.S.O.

                                       29

<PAGE>

-------------------------            -----------------------------
Witness                              Dr. Gang Chai


-------------------------            -----------------------------
Witness                              Dr. Charles He


-------------------------            -----------------------------
Witness                              Qing Wang

-------------------------            -----------------------------
Witness                              Qin Lu Chai

-------------------------            -----------------------------
Witness                              Tai Xue Shi

                                       32