EXHIBIT 10.521

Amendment No.1 to Stock Exchange Agreement with
Beijing Wisdom Network Technology Company, Ltd.



AMENDMENT No. 1

to

Agreement Concerning the Exchange of Common Stock

among

American Champion Entertainment, Inc. ("ACEI")

and

Beijing Wisdom Network Technology Company, Ltd. ("BA
Network")

and

The Shareholders of Beijing Wisdom Network Technology Company,
Ltd.



This Amendment is made by and between ACEI and BA Network concerning
amendments to certain paragraphs and clauses of the original agreement. Other
than the ones identified in this Amendment, all other clauses and the rights and
covenants of the parties shall remain unchanged.

Beginning with page 5, second paragraph:

WHEREAS, ACEI desires to acquire 80.00% of all of the issued and outstanding
shares of BA Network, in exchange for a total value of $4,672,050 of either ACEI
authorized but unissued shares of the common stock, $0.0001 par value (the
"Exchange Stock"), or partially in cash; and such Exchange Stock and cash, shall
be granted in three parts:

Clause I (in its entirety), and
		Clause II (in its entirety), and
		Clause III (in its entirety)

are to be deleted and replaced by:

WHEREAS, ACEI desires to acquire 80.00% of all of the issued and
outstanding shares of BA Network, with a cash payment of US$300,000.00 from ACEI
to BA Network which was already made on October 1, 2000, plus a payment of
800,000 shares of ACEI common stock. Such shares shall have registration rights
and ACEI shall include such shares in its next registration statement to be
filed with the U.S. Securities & Exchange Commission.

ACEI will use its best efforts to cause its subsidiary, BA Network, to be
separately listed on the OTC Bulletin Board within the first half of 2001. The
new listing of BA Network will be subjected to rules and regulations of the U.S.
Securities Act of 1933 that apply to "spin-offs."

ACEI foresees the new ownership structure to be: i) the existing shareholders
of BA Networks to own 20% of the then listed company, ii) ACEI or its assigns to
own 20% to 40% of the then listed company, and iii) the balance to comprise of
shares in the public float. It is also contemplated that a round of the
financing to occur either simultaneously or shortly thereafter to the listing in
which case the ownership percentages to the parties will be diluted accordingly.

In addition, BA Network shall provide ACEI with approvals from its board
of directors and from its group of current 20% owners, within 2 weeks from the
date of executing this Amendment.



The above is inclusive of all changes effected by this Amendment and any
further alteration shall be approved in writing by the parties.

|APPROVED                                                                                                              | APPROVED                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|By: /s/ Anthony K. Chan
Anthony K. Chan
President & CEO
American Champion Entertainment, Inc.
Date: December 21, 2000 | By: /s/ Lin Tao
Lin Tao
Director & General Manager
Beijing Wisdom Network Technology Company, Ltd.
Date: December 21, 2000

---