Exhibit 10.49


            AGREEMENT CONCERNING THE EXCHANG OF COMMON STOCK
          AMONG AMERICAN CHAMPION ENTERTAINMENT, INC. ("ACEI")
       GREAT WALL INTERNATIONAL SPORTS MEDIA COMPANY ("GWIS") AND
    THE SHAREHOLDERS OF GREAT WALL INTERNATIONAL SPORTS MEDIA COMPANY


AGREEMENT


AGREEMENT, made as of the 30th day of November , 1999, by and among
American Champion Entertainment, Inc. of the United States of  America, a
Delaware corporation ("ACEI"), Great Wall International Sports  Media
Company, a corporation formed under the laws of the People's Republic  of
China ("GWIS") and the shareholders of Great Wall International Sports
Media Company (the "Shareholders").  This agreement is subject to review by
 the U.S. Securities and Exchange Commission and approval by shareholders
of  ACEI.




WHEREAS, ACEI desires to acquire 80% of all of the issued and  outstanding
shares of GWIS, in exchange for a total value of $5,500,000 of  ACEI
authorized but unissued shares of the common stock, $.0001 par value,  of
ACEI (the "Exchange Stock"); and

WHEREAS, included in the Exchange Stock, a number of shares equal to
$750,000 in value based on the market price of ACEI's common stock on the
date of closing will be granted with registration rights to GWIS; and

WHEREAS, the remainder of the Exchange Stock, will be granted on an
earn-out basis between the years 2000 through 2002 according to the
following projections:


GWIS Revenue Projections          2000           2001           2002
(in RMB & U.S. $)

Gross Revenue (RMB)           78,000,000     85,800,000     94,380,000
Gross Revenue (US$)           $9,397,590    $10,337,349    $11,371,084
Gross Revenue (US$) x 80%     $7,518,072     $8,269,880     $9,096,867

EBITDA (Earnings Before Interest, Tax, Depreciation &  Amortization)

EBITDA (RMB)                   3,900,000      4,290,000      4,719,000
EBITDA (US$)                    $469,880       $516,867       $568,554
EBITDA (US$) x 80%              $375,904       $413,494       $454,843


18% of Gross Revenue, payable $1,353,253     $1,488,578     $1,637,436
in ACEI common stock

18% of EBITDA, payable           $67,663        $74,429        $81,872
in ACEI common stock

Total payable in ACEI stock   $1,420,916     $1,563,007     $1,719,308

Total payments over years 2000 to 2002, to be paid in       $4,703,231
ACEI common stock at a price equal to the average closing price over the
entire year. Such shares granted annually shall be subject to the following
restrictions from disposition: 25% without restriction, 25% restricted for
6 months and 50% restricted for 12 months.

WHEREAS, the Shareholders desire to exchange their GWIS shares for  the
Exchange Stock as set forth herein; and

WHEREAS, GWIS desires to assist ACEI in a business combination which  will
result in the Shareholders of GWIS owning approximately 30% of the then
issued and outstanding shares of ACEI's Common Stock and ACEI owning 80% of
 the issued and outstanding shares of GWIS's Capital Stock;

NOW, THEREFORE, in consideration of the mutual promises, covenants  and
representations contained herein, the parties hereto agree as follows:




        ARTICLE I


        Exchange of Securities


1.1     Issuance of Shares.  Subject to all of the terms and conditions  of
this Agreement, ACEI agrees to issue to the Shareholders the shares of  the
Exchange Stock as described above in exchange for 80% of all of the
outstanding shares of GWIS capital stock owned by the Shareholders, as set
forth on Exhibit 1.1.

1.2  Exemption from Registration.  Except as specified above for  issuance
of shares with registration rights, the parties hereto intend that  the
Common Stock to be issued by ACEI to the Shareholder shall be exempt  from
the registration requirements of the Securities Act of 1933, as amended
(the "Act") pursuant to Section 4(2) of the Act and the rules and
regulations promulgated thereunder.



        ARTICLE 2


        Representations and Warranties of GWIS

GWIS and the Shareholders of GWIS represent to ACEI that:

2.1  Organization.  GWIS is a corporation duly organized and validly
existing and in good standing under the laws of the People's Republic of
China and has all necessary corporate powers to own its properties and to
carry on its business as now owned and operated by it, and is duly
qualified  to do business and is in good standing where its business
requires  qualification. (Further legal descriptions of GWIS, if necessary,
such as  transfer of assets and liabilities of another entity, etc).

2.2  Capital.  The authorized capital stock of GWIS is as set forth  on the
annexed Exhibit 2.2, a copy of which is annexed hereto and made a  part
hereof. The shares currently outstanding are owned by the Shareholders.
All of the issued and outstanding shares of GWIS are duly and validly
issued, fully paid, and non-assessable.  There are no outstanding
subscriptions, options, rights, warrants, debentures, instruments,
convertible securities, or other agreements or commitments obligating GWIS
to issue or to transfer from treasury any additional shares of its capital
stock of any class.

2.3  Subsidiaries.  As of the date of this Agreement, GWIS does not  have
any subsidiaries or own any interest in any other enterprise.

2.4  (a) Directors and Officers.  Exhibit 2.4 to this Agreement, the  text
of which is incorporated herein by reference, contains the names and
titles of all directors and officers of GWIS as of the date of this
Agreement.



2.5  (b) Financial Statements. The GWIS financial statements are to be
audited by a reputable international auditing firm for the year ending
December 31, 1999 which are annexed hereto as Exhibit 2.5 and must be
delivered to ACEI prior to the Closing. Such financial statements are to be
complete, accurate and fairly present the financial condition of GWIS as of
the date thereof and the results of operations for the year ending December
31, 1999, for the business of GWIS that has been operated in the normal
course.

There are no material liabilities, either fixed or contingent, not
reflected in such financial statements other than contracts or obligations
in the ordinary and usual course of business; and no such contracts or
obligations in the usual course of business constitute liens or other
liabilities which, if disclosed, would materially alter the financial
condition of GWIS as reflected in such financial statements.  The financial
 statements of GWIS are incorporated herein by reference and deemed to be a
 part hereof.

2.6  Investigation of Financial Condition.  Without in any manner  reducing
or otherwise mitigating the representations contained herein, ACEI  and/or
its attorneys shall have the opportunity to meet with accountants and
attorneys of ACEI to discuss the financial condition of GWIS.  GWIS shall
make available to ACEI and/or its attorneys all books and records of GWIS.
 If the transaction contemplated hereby is not completed, all documents
received by ACEI and/or its attorneys shall be returned to GWIS and all
information so received shall be treated as confidential.

2.7  Compliance with Laws.  GWIS has complied with and are not in
violation of applicable national, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning
 or other law, ordinance or regulation) affecting its properties or the
operation of its business. All national, state and local income tax returns
 required to be filed by GWIS have been filed and all required taxes have
been paid or an adequate reserve therefor has been established in the
financial statements.  GWIS's tax returns have not been audited by any
authority empowered to do so.

2.8  Litigation.  Neither GWIS nor the Shareholders are a party to  any
suit, action, arbitration or legal, administrative or other proceeding,  or
governmental investigation pending or, to the best knowledge of GWIS and
the Shareholders, threatened against or affecting GWIS or the Shareholders,
 their assets or financial condition, except for matters which would not
have  a material effect on GWIS, the Shareholders or their respective
properties.   Neither GWIS nor the Shareholders are in default with respect
to any order,  writ, injunction or decree of any national, state, local or
foreign court,  department, agency or instrumentality applicable to it.
Neither GWIS nor  Shareholders are engaged in any lawsuits to recover any
material amount of  moneys due to GWIS or Shareholders.

2.9  Authority.  The Board of Directors of GWIS has authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein, and upon obtaining any necessary shareholder approval,
 GWIS will have full power and authority to execute, deliver and perform
this  Agreement and this Agreement will be a legal, valid and binding
obligation  of GWIS, enforceable in accordance with its terms and
conditions, except as  may be limited by bankruptcy and insolvency laws and
by other laws affecting  the rights of creditors generally.

2.10  Ability to Carry Out Obligations.  The execution and delivery  of
this Agreement by GWIS and the performance by GWIS of its obligations
hereunder in the time and manner contemplated will not cause, constitute or
 conflict with or result in (a) any breach or violation of any of the
provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, by-laws, or other
 agreement or instrument to which GWIS or Shareholders are a party or by
which either may be bound, nor will any consents or authorizations of any
party other than those hereto be required; (b) an event that would permit
any party to any agreement or instrument, to terminate it or to accelerate
the maturity of any indebtedness or other obligation of GWIS or
Shareholders; or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of GWIS or
Shareholders.

2.11  Full Disclosure.  None of the representations and warranties  made by
GWIS and the Shareholders herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by GWIS, or on its behalf, contains
 or will contain any untrue statement of material fact, or omit any
material  fact, the omission of which would be misleading.

2.12  Material Contracts.  Neither GWIS nor the Shareholders has any
material contracts to which either is a party or by which they are bound,
except for those agreements set forth on the annexed hereto as Exhibit 2.12.

2.13  Indemnification.  GWIS and the Shareholders agree to defend and  hold
harmless ACEI, its officers and directors against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorney's fees, that it shall incur or suffer, which arise out
of, result from or relate to any breach of or failure by GWIS to perform
any  of its respective representations, warranties, covenants and
agreements in  this Agreement or in any exhibit or other instrument
furnished or to be  furnished by GWIS under this Agreement.

2.14  Transactions with Officers and Directors. Except as otherwise
disclosed in GWIS's financial statements dated December 31, 1998 and
delivered to ACEI, there have been, and through the date of Closing there
will be (1) no bonuses or unusual compensation to any of the officers or
directors of GWIS; (2) no loans, leases or contracts made to or with any of
 the officers or directors of GWIS; (3) no dividends or other distributions
 declared or paid by GWIS; and (4) no purchases by GWIS of any of its
capital  shares.

2.15  Background of Officers and Directors. During the past five year
period, no officer or director of GWIS has been the subject of:

(a) A petition under the U.S. Federal Bankruptcy laws or any  other
insolvency law or has a receiver, fiscal agent or similar officer been
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
 the time of such filing, or any corporation or business association of
which  he was an executive officer at or within two years before the time
of such  filing;

(b)     A conviction in the United States in a criminal  proceeding or a
named subject of a pending criminal proceeding (excluding  traffic
violations and other minor offenses);

(c)     Any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following
activities:

(i)     Acting as a futures commission merchant,  introducing broker,
commodities trading advisor, commodity pool operator,  floor broker,
leverage transaction merchant, any other person regulated by  the United
States Commodity Futures Trading Commission or an associated  person of any
of the foregoing, or as an investment advisor, underwriter,  broker or
dealer in securities, or as an affiliated person, director or  employee of
any investment company, bank, savings and loan association or  insurance
company, or engaging in or continuing any conduct or practice in
connection with such activity;

(ii)    Engaging in any type of business practice; or

(iii)   Engaging in any activity in connection with the  purchase and sale
of any security or commodity or in connection with any  violation of U.S.
Federal, State or other securities law or commodities law.

(d)     Any order, judgment, decree, not subsequently reversed,  suspended
or vacated, of any U.S. Federal, State or local authority barring,
suspending, or otherwise limiting for more than 60 days the right of such
person to engage in any activity described in the preceding sub-paragraph,
or to be associated with persons engaged in any such activity;

(e)     a finding by any court of competent jurisdiction in a  civil action
or by the United States Securities and Exchange Commission to  have
violated any securities law, and the judgment in such civil action or
finding by such Commission has not been subsequently reversed, suspended or
 vacated; or (f)     a finding by any court of competent jurisdiction in a
civil action or by the United States Commodity Futures Trading Commission
to have violated any commodities law, and the judgment in such civil action
 or finding by such Commission has not been subsequently reversed,
suspended  or vacated.

2.16  Employee Benefits. GWIS does not have any pension plan, profit
sharing or similar employee benefit plan.



ARTICLE 3


        Representations and Warranties of ACEI

ACEI represents and warrants to GWIS that:

3.1  Organization.  ACEI is a corporation duly organized, validly  existing
and in good standing under the laws of Delaware, and has all  necessary
corporate powers to own properties and to carry on business.

3.2  Capital.  The authorized capital stock of ACEI consists of  40,000,000
shares of Common Stock, par value $.0001 per share and 6,000,000  shares of
Preferred Stock, par value $.0001 per share, which may be issued  in one or
more series at the discretion of the board of directors.  As of  the date
of this Agreement, there were approximately 12,000,000 shares of  Common
Stock outstanding, all of which were fully paid and non-assessable,  and
there was no Preferred Stock outstanding.  Except for the Options and
common stock purchase warrants as listed in Exhibit 3.2 and convertible
debentures that ACEI has sold and that the underlying common stock are
registered on Form S-3's filed with the U.S. Securities and Exchange
Commission on July 22, 1999 and November 5, 1999, there are no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating ACEI to issue or to transfer from
treasury any additional shares of its capital stock of any class.

3.3  Subsidiaries.  ACEI's subsidiaries are identified on Exhibit  3.3,
annexed hereto and made a part hereof.

3.4  Directors and Officers.  Exhibit 3.4, annexed hereto and hereby
incorporated herein by reference, contains the names and titles of all
directors and officers of ACEI as of the date of this Agreement.

3.5  Financial Statements.  Exhibit 3.5, annexed hereto and  incorporated
herein by reference, consists of the ACEI audited financial  statements as
of December 31, 1998, and unaudited financial statements for  the three
month periods ended March 31, 1999 and June 30, 1999.

3.6  Changes Since December 31, 1998.  Since December 31, 1998, there  has
been not been any adverse change in the financial condition and  operations
of ACEI.

3.7  Absence of Undisclosed Liabilities.  As of December 31, 1998,  ACEI
does not have any material debt, liability, or obligation of any  nature,
whether accrued, absolute, contingent, or otherwise, and whether due  or to
become due, that is not reflected in ACEI balance sheet as of December  31,
1998 or as presented in the Notes to the Financial Statements.  There  have
been no new liabilities incurred since December 31, 1998, except for  those
described in the reports for the three month periods ended March 31,  1999
and June 30, 1999 and those incurred in the ordinary course of business
and in connection with this transaction.

3.8  Tax Returns.  Within the times and in the manner prescribed by  law,
ACEI has filed all federal, state and local tax returns required by law
and has paid all taxes, assessments and penalties due and payable.  The
provisions for taxes, if any, reflected in the balance sheet included in
Exhibit 3.5 is adequate for any and all federal, state, county and local
taxes for the period ending on the date of such balance sheet and for all
prior periods, whether or not disputed.  There are no present disputes as
to taxes of any nature payable by ACEI.

3.9  Investigation of Financial Condition.  Without in any manner  reducing
or otherwise mitigating the representations contained herein, GWIS  shall
have the opportunity to meet with ACEI's accountants and attorneys to
discuss the financial condition of ACEI.  ACEI shall make available to GWIS
 all books and records of ACEI.

3.10  Trade Names and Rights.  Except for the subsidiaries of ACEI as
described in Exhibit 3.3 which own trademark and copyrights of intellectual
properties, ACEI does not use any trademark, service mark, trade name, or
copyright in its business, or own any trademarks, trademark registrations
or applications.  To the best knowledge of ACEI, no person owns any
trademark, trademark registration or application, service mark, trade name,
 copyright, or copyright registration or application the use of which is
necessary or contemplated in connection with the operation of ACEI's
business as a holding company.

3.11  Compliance with Laws.  ACEI has complied with and is not in
violation of applicable federal, state or local statutes, laws or
regulations (including, without limitation, any applicable building,
zoning,  securities or other law, ordinance, or regulation) affecting its
properties  or the operation of its business.

3.12  Litigation.  ACEI is not a party to any suit, action,  arbitration,
or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of ACEI, threatened against
 or affecting ACEI or its business, assets or financial condition.  ACEI is
 not engaged in any legal action to recovery moneys due to it.

3.13  Authority.  The Board of Directors and Shareholders of ACEI  have
authorized the execution of this Agreement and the transactions
contemplated herein, and ACEI has full power and authority to execute,
deliver and perform this Agreement and this Agreement is the legal, valid
and binding obligation of ACEI, is enforceable in accordance with its terms
 and conditions, except as may be limited by bankruptcy and insolvency laws
 and by other laws affecting the rights of creditors generally.

3.14  Ability to Carry Out Obligations.  The execution and delivery  of
this Agreement by ACEI and the performance by ACEI of its obligations
hereunder will not cause, constitute, or conflict with or result in (a) any
 breach or violation of any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, by-laws, or other agreement or instrument to which ACEI is
a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those hereto be required; (b) an
event that would permit any party to any agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation of ACEI; or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of ACEI.

3.15  Validity of ACEI Shares.  The shares of ACEI Common Stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued,
fully  paid and non-assessable.

3.16  Full Disclosure.  None of the representations and warranties  made by
ACEI herein, or in any exhibit, certificate or memorandum furnished  or to
be furnished by ACEI, or on its behalf, contains or will contain any
untrue statement of material fact, or omit any material fact, the omission
of which would be misleading.

3.17  Assets.  ACEI has good and marketable title to all of its  property
free and clear of any and all liens, claims and encumbrances,  except as
disclosed in its financial statements.

3.18  Material Contracts.  Except as otherwise disclosed in this  agreement
and in its Report on From 10-KSB for the year ended December 31,  1998 and
the three month periods ended March 31, 1999 and June 30, 1999,  ACEI has
no material contracts to which it is a party or by which it is  bound.

3.19 Complience With SEC Reporting Requirements. The Common Stock of  ACEI
is registered under Section 12 of the Securities Exchange Act of 1934,  as
amended (the "Exchange Act").  ACEI has duly filed all materials and
documents required to be filed pursuant to all reporting obligations under
either Section 13(a) or 15(d) of the Exchange Act prior to the consummation
 of the transaction contemplated hereby. The Common Stock of ACEI is
currently traded on the Nasdaq SmallCap Market.


        ARTICLE 4


        Representations and Warranties of Shareholders

4.1  Share Ownership.  The Shareholders represent that they hold  shares of
GWIS's common stock as set forth in Exhibit 2.2 hereof, and that  such
shares are owned of record and beneficially by such shareholders, and  such
shares are not subject to any lien, encumbrance or pledge, and are
restricted securities as defined in Rule 144 of the Securities Act of 1933.
  The Shareholders severally represent that they hold authority to exchange
 their shares pursuant to this Agreement.

4.2  Investment Intent.  The Shareholders understand and acknowledge  that the
shares of Exchange Stock are being offered for exchange in reliance  upon the
exemption provided in Section 4(2) of the Securities Act of 1933  for
non-public offerings; and The Shareholders make the following  representations
and warranties with the intent that same may be relied upon  in determining the
suitability of each such shareholder as a purchaser of  securities:

(a) The Shareholders acknowledge that the Exchange Stock being  acquired solely
for the account of such Shareholders, for investment  purposes only, and not
with a view towards or for sale in connection with  any distribution thereof,
and with no present intention of distributing or  re-selling any part of the
Exchange Stock;

(b)  The Shareholders agree not to dispose of his Exchange  Stock, or any
portion thereof unless and until counsel for ACEI shall have  determined that
the intended disposition is permissible and does not violate  the Securities
Act of 1933 or any applicable state securities laws, or the  rules and
regulations thereunder;

(c)  The Shareholders acknowledge that ACEI has made all  documentation
pertaining to all aspects of the herein transaction available  to them and to
their qualified representatives, if any, and has offered such  person or
persons an opportunity to discuss such transaction with the  officers of ACEI;

(d) The Shareholders represent that they have relied solely  upon ACEI's Report
on Form 10-KSB for the period ended December 31, 1998 and  all other filings
made by ACEI with the Securities and Exchange Commission  and independent
investigations made by the Shareholders or their  representatives, if any;

(e)  The Shareholders represent that they are knowledgeable and  experienced in
making and evaluating investments of this nature and desire  to acquire the
Exchange Stock on the terms and conditions herein set forth;

(f)  The Shareholders represent that they are able to bear the  economic risk
of an investment, as a result of the herein transaction, in  the Exchange Stock;

(g)  The Shareholders represent that they understand that an  investment in the
Exchange Stock is not liquid, and The Shareholders  represent that they have
adequate means of providing for their current needs  and personal contingencies
and have no need of liquidity in this investment;  and

(h)  The Shareholders represent that they are an "accredited  investor" as that
term is defined in Rule 501 of Regulation D, promulgated  under the Securities
Act of 1933.

4.3  Indemnification.  The Shareholders recognize that the offer of  the
Exchange Stock to them is based upon the representations and warranties  made
by the Shareholders set forth and contained herein and the Shareholders  hereby
agree to indemnify and hold harmless ACEI against all liability,  costs or
expenses (including reasonable attorney's fees) arising as a result  of any
misrepresentations made herein by such Shareholder.

4.4  Legend.  The Shareholders agree that the certificates evidencing  the
Exchange Stock acquired pursuant to this Agreement will have a legend  placed
thereon stating that the securities have not been registered under  the Act or
any state securities laws and setting forth or referring to the  restrictions
on transferability and sale of such securities.




        ARTICLE 5


        Covenants

5.1  Investigative Rights.  From the date of this Agreement until the  Closing
Date, ACEI and GWIS shall provide to each other, and such other  party's
counsels, accountants, auditors and other authorized  representatives, full
access during normal business hours and upon  reasonable advance written notice
of each party's properties, books,  contracts, commitments and records for the
purpose of examining the same.   Each party shall furnish the other party with
all information concerning  each party's affairs as the other party may
reasonably request.

5.2  Conduct of Business.  Prior to the Closing, ACEI and GWIS shall  each
conduct its business in the normal course, and shall not sell, pledge,  or
assign any assets, without the prior written approval of the other party
except in the regular course of business or as part of the transactions
contemplated hereby.  Neither ACEI nor GWIS shall amend its Articles of
Incorporation or By-laws, declare dividends, redeem or sell stock or other
securities, incur additional or newly funded liabilities, acquire or dispose
of fixed assets, change employment terms, enter into any material or long  term
contract, guarantee obligations of any third party, settle or discharge  any
balance sheet receivable for less than its stated amount, pay more on  any
liability than its stated amount, or enter into any other transaction  other
than in the regular course of business.



        ARTICLE 6


        Conditions Precedent to ACEI's Performance

6.1  Conditions.  ACEI's obligations hereunder shall be subject to  the
satisfaction, at or before the Closing, of all the conditions set forth  in
this Article 6.  ACEI may waive any or all of these conditions in whole  or in
part without prior notice; provided, however, that no such wavier of  a
condition shall constitute a waiver by ACEI of any other condition or of  any
of ACEI's other rights or remedies, at law or in equity, if GWIS or the
Shareholders shall be in default of any of their representations, warranties
or covenants under this Agreement.

6.2  Accuracy of Representations.  Except as otherwise permitted by  this
Agreement, all representations and warranties by Shareholders and GWIS  in this
Agreement or in any written statement that shall be delivered to  ACEI by GWIS
under this Agreement shall be true and accurate on and as of  the Closing Date
as though made at that time.

6.3  Performance.  GWIS shall have performed, satisfied, and complied  with all
covenants, agreements and conditions required by this Agreement to  be
performed or complied with by it, on or before the Closing Date.

6.4  Absence of Litigation.  No action, suit or proceeding before any  court or
any governmental body or authority, pertaining to the transaction  contemplated
by this Agreement or to its consummation, shall have been  instituted or
threatened against GWIS or the Shareholders on or before the  Closing Date.

6.5  Acceptance by GWIS Shareholders.  The holders of an aggregate of  not less
than 100% of the issued and outstanding shares of common stock of  GWIS shall
have agreed to exchange a percentage of their shares as  stipulated in this
Agreement, for shares of the Exchange Stock.

6.6  Officer's Certificate.  GWIS shall have delivered to ACEI a  certificate,
dated the Closing Date, and signed by the President of GWIS,  certifying that
each of the conditions specified in Sections 6.2 through 6.5  hereof have been
fulfilled.

6.7  Opinion of Counsel to GWIS.  GWIS shall have delivered to ACEI  an opinion
of its Chinese and United States counsel, as applicable, dated  the Closing
date, to the effect that:

(a)  GWIS is a corporation duly organized, validly existing and  in good
standing under the laws of the People's Republic of China and the  City of
Beijing;

(b)   The authorized capital stock of GWIS is as set forth on  the annexed
Exhibit 2.2, a copy of which is annexed hereto and made a part  hereof.  All
issued and outstanding shares are legally issued. (c)  This Agreement has been
duly and validly authorized,  executed and delivered and constitutes the legal
and binding obligation of  GWIS, except as limited by bankruptcy and insolvency
laws and by other laws  affecting the rights of creditors generally; and



        ARTICLE 7


        Conditions Precedent to
        GWIS's and Shareholders' Performance

7.1  Conditions.  GWIS's and Shareholders' obligations hereunder  shall be
subject to the satisfaction, at or before the Closing, of all the  conditions
set forth in this Article 7.  GWIS and Shareholders may waive any  or all of
these conditions in whole or in part without prior notice;  provided, however,
that no such waiver of a condition shall constitute a  waiver by GWIS and
Shareholders of any other condition or of any of GWIS's  and Shareholders'
rights or remedies, at law or in equity, if ACEI shall be  in default of any of
its representations, warranties or covenants under this  Agreement.

7.2  Accuracy of Representations.  Except as otherwise permitted by  this
Agreement, all representations and warranties by ACEI in this Agreement  or in
any written statement that shall be delivered to GWIS and Shareholders  by ACEI
under this Agreement shall be true and accurate on and as of the  Closing Date
as though made at that time.

7.3  Performance.  ACEI shall have performed, satisfied, and complied  with all
covenants, agreements and conditions required by this Agreement to  be
performed or complied with by it, on or before the Closing Date.

7.4  Absence of Litigation.  No action, suit or proceeding before any  court or
any governmental body or authority, pertaining to the transaction  contemplated
by this Agreement or to its consummation, shall have been  instituted or
threatened against ACEI on or before the Closing Date, except  as disclosed
herein.

7.5  Current Status.  ACEI shall have prepared and filed with the  Securities
and Exchange Commission its Annual Report on Form 10-KSB for the  period ended
December 31, 1998 and its Quarterly Report on Form 10-QSB for  the three month
periods ended March 31, 1999 and June 30, 1999.

7.6  Directors of ACEI. ACEI's Board of Directors shall remain to  serve until
a new board is elected at the next annual meeting of  stockholders in the year
2000.

7.7  Officers of ACEI.  ACEI's officers shall remain in their office  as per
terms of their employment agreements.

7.8 Intentionally Left Blank

7.9  Officers' Certificate.  ACEI shall have delivered to GWIS and
Shareholders a certificate, dated the Closing Date and signed by the  President
of ACEI certifying that each of the conditions specified in  Sections 7.2
through 7.7 have been fulfilled.

7.10  Opinion of Counsel. ACEI shall deliver an opinion of its  counsel in the
form annexed hereto as Exhibit 7.10;



        ARTICLE 8


        Closing

8.1  Closing.  The Closing of this transaction shall be held at the  offices of
Sichenzia, Ross & Friedman LLP, Esqs., 135 West 50th Street, New  York, New
York 10020, or such other place as shall be mutually agreed upon,  on
______________________ , 2000 or such other date as shall be mutually  agreed
upon by the parties.  At the Closing:

(a)  Shareholder shall present the certificates representing  their shares of
GWIS being exchanged to ACEI, and such certificates will be  duly endorsed in
blank;

(b)  Shareholders shall receive a certificate or certificates  representing the
number of shares of ACEI Common Stock for which the shares  of GWIS common
stock shall have been exchanged;

(c)  ACEI shall deliver an officer's certificate, as described  in Section 7.9
hereof, dated the Closing Date, that all representations,  warranties,
covenants and conditions set forth in this Agreement on behalf  of ACEI are
true and correct as of, or have been fully performed and  complied with by, the
Closing Date;

(d)  ACEI shall deliver a resolution of its Board of Directors  of ACEI
approving this Agreement and each matter to be approved by the  Directors of
ACEI under this Agreement;

(e)  ACEI shall deliver an opinion of its counsel, as described  in Section
7.10 hereof, dated the Closing Date;

(f)  GWIS shall deliver an officer's certificate, as described  in Section 6.6
hereof, dated the Closing Date, that all representations,  warranties,
covenants and conditions set forth in this Agreement on behalf  of GWIS are
true and correct as of, or have been fully performed and  complied with by, the
Closing Date.

(g)  GWIS shall deliver an opinion of its counsel, as described  in Section 6.7
hereof, dated the Closing Date; and

(h)  GWIS shall deliver resolutions of its Board of Directors  approving this
Agreement and each matter to be approved by the Directors of  GWIS under this
Agreement.



        ARTICLE 9


        Miscellaneous

9.1  Captions and Headings.  The Article and paragraph headings  throughout
this Agreement are for convenience and reference only, and shall  in no way be
deemed to define, limit, or add to the meaning of any provision  of this
Agreement.

9.2  No Oral Change.  This Agreement and any provision hereof may not  be
waived, changed, modified or discharged orally, but it can be changed by  an
agreement in writing, signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

9.3  Non-Waiver.  Except as otherwise expressly provided herein, no  waiver of
any covenant, condition or provision of this Agreement shall be  deemed to have
been made unless expressly in writing and signed by the party  against whom
such waiver is charged; and (i) the failure of any party to  insist in any one
or more cases upon the performance of any of the  provisions, covenants or
conditions of this Agreement or to exercise any  option herein contained shall
not be construed as a waiver or relinquishment  for the future of any such
provisions, covenants or conditions; (ii) the  acceptance of performance of
anything required by this Agreement to be  performed with knowledge of the
breach of failure of a covenant, condition  or provision hereof shall not be
deemed a waiver of such breach or failure;  and (iii) no waiver by any party of
one breach by another party shall be  construed as a waiver with respect to any
other or subsequent breach.

9.4  Entire Agreement.  This Agreement contains the entire agreement  and
understanding between the parties hereto and supersedes all prior  agreements
and understandings.

9.5  Choice of Law.  This Agreement and its application shall be  governed by
the laws of the State of California.

9.6  Counterparts.  This Agreement may be executed simultaneously in  one or
more counterparts, each of which shall be deemed an original, but all  of which
together shall constitute one and the same instrument.  This  Agreement may be
in the English and Chinese languages.  In the event of  discrepancies between
the two languages, the English version shall prevail.

9.7  Notices.  All notices, requests, demands and other  communications under
this Agreement shall be in writing and shall be deemed  to have been duly given
on the date of service if served personally on the  party to whom notice is to
be given, or on the third day after mailing if  mailed to the party to whom
notice is to be given, by first class mail,  registered or certified, postage
prepaid, and properly addressed as follows:


To ACEI:
Mr. Anthony K. Chan
President & CEO
American Champion Entertainment, Inc.
1694 The Alameda, Suite 100
San Jose, CA 95126
U. S. A.
Phone:  1-408-288-8199
Fax:    1-408-288-8098
E-mail: a.chan@americanchamp.com


To GWIS:
Mr. Niu Li Xin
Chairman of the Board
9/F, North Office Building
New World Center, 3B
Chong Wen Men Wai Street
Chong Wen District
Beijing, China    100062
Phone:  86-10-6708-2388
Fax:      86-10-6708-2386
E-mail: intl@itc.cn.net


9.8  (deleted)

9.9   Binding Effect.  This Agreement shall inure to and be binding  upon the
heirs, executors, personal representatives, successors and assigns  of each of
the parties to this Agreement.

9.10  Mutual Cooperation.  The parties hereto shall cooperate with  each other
to achieve the purpose of this Agreement and shall execute such  other and
further documents and take such other and further actions as may  be necessary
or convenient to effect the transaction described herein.

9.11  Announcements.  ACEI and GWIS will consult and cooperate with  each other
as to the timing and content of any announcements of the  transactions
contemplated hereby to the general public or to employees,  customers or
suppliers.

9.12  Expenses.  Each party will pay its own legal, accounting and  any other
out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is
consummated.  In no event shall one party be liable for any of the expenses  of
the other party.

9.13  Survival of Representations and Warranties.  The  representations,
warranties, covenants and agreements of the parties set  forth in this
Agreement or in any instrument, certificate, opinion or other  writing provided
for in it, shall survive the Closing irrespective of any  investigation made by
or on behalf of any party.

9.14  Exhibits.  As of the execution hereof, the parties hereto have  provided
each other with the Exhibits provided for hereinabove, including  any items
referenced therein or required to be attached thereto.  Any  material changes
to the Exhibits shall be immediately disclosed to the other  party.


WHEREFORE, the above agreement is hereby agreed to and accepted as of  the date
first above written.


AMERICAN CHAMPION ENTERTAINMENT, INC.


                              By:      /s/ Anthony K. Chan
                                       Anthony K. Chan
                                       President & CEO


GREAT WALL INTERNATIONAL SPORTS MEDIA COMPANY


By:     /s/ Niu Li Xin
        Niu Li Xin
        Chairman of the Board