Exhibit 4.2

                                    AMENDMENT
                                       TO
                            SHARE EXCHANGE AGREEMENT



         This Amendment to Share Exchange  Agreement is dated as of February 21,
2003 (the Amendment") by and among Nova  International  Films,  Inc., a Delaware
corporation  (the  "Company"),   and  Martin  Rifkin  and  William  Rifkin  (the
"Shareholders"),  on the one hand;  and Sino  Concept  Enterprises,  Limited,  a
British Virgin Islands corporation,  ("Sino") and Kingston Global Co. Limited, a
British Virgin Islands corporation ("Kingston")  (collectively,  the "Sellers"),
and Solar Touch Limited,  a British Virgin Islands company ("Solar  Touch"),  on
the other hand.

         WHEREAS,  the parties  hereto have executed that certain Share Exchange
Agreement  dated  as of the  1st  day of  November  2002  (the  "Share  Exchange
Agreement").  Defined  terms not defined  herein  shall have the same meaning as
ascribed to them in the Share Exchange Agreement.

         WHEREAS,  the parties desire to amend the Share  Exchange  Agreement on
the terms and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  warranties and agreements set forth herein, the parties hereto
agree to amend the Share Exchange Agreement as follows:

         1.       Section 1.1 shall be amended by adding a  subparagraph  (c) to
read as follows:

                  (c)  All the  Company  Shares  issued  pursuant  to the  Share
                  Exchange  Agreement  and issued to the  Financial  Consultants
                  shall be held by Loeb & Loeb LLP until the earlier to occur of
                  (a)  the  date  that  the  Shareholders  or  the  Company  has
                  delivered  the  Rescission  Notice  referred to in Paragraph 6
                  below,  in which case all such  Shares  shall be  returned  to
                  Company  for  cancellation,  or (b)  prior to  receipt  of the
                  Rescission  Notice,  the date  that the  financial  statements
                  referred  to in  Paragraph  3 below  which  comply  with  such
                  Paragraph  and  Paragraph 6 below have been  delivered  to the
                  Company (the "Financial  Statements  Delivery Date"), in which
                  case  all  such  Shares  shall  be  delivered  to the  parties
                  entitled thereto.

         2.       Section 1.2 shall be amended by replacing on November 22, 2002
with February 27, 2003:

         3.       Section 3.4 of the Share Exchange  Agreement shall be replaced
in its entirety by the following:

                  3.4 Financial Statements.

                  (a) Solar  Touch has  delivered  to the  Company a copy of the
audited consolidated balance sheets of Solar Touch at December 31, 2000 and 2001

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and the related  statements of operations,  stockholders'  equity and cash flows
for the years then ended including the notes thereto (all such statements  being
the  "Solar  Touch  International  Financial   Statements").   The  Solar  Touch
International  Financial  Statements together with the notes thereto,  have been
prepared  in  accordance  with  generally  accepted   International   accounting
standards applied on a basis consistent throughout all the years presented. Such
Statements  present fairly the financial position of Solar Touch as of the dates
and for the years indicated. The books of account and other financial records of
Solar Touch have been maintained in accordance with good business practices;

                  (b)  Solar  Touch  shall  use its best  efforts  to cause  the
delivery as soon as  practicable  of the following  financial  statements  which
shall have been audited by an independent certified public accounting firm which
shall  be  presented  in  accordance  with  United  States  generally   accepted
accounting  principals  applied on a basis  consistent  throughout all the years
presented:  Balance  Sheet as of  December  31, 2002 and  Statements  of Income,
Statements of Cash Flows and Changes in Stockholders' Equity for the years ended
December  31, 2001 and 2002,  and the notes  relating  thereto (the "Solar Touch
Financial  Statements").  By delivery of the Solar Touch  Financial  Statements,
Sino,  Kingston  and Solar  Touch  represent  and  warrant  that the Solar Touch
Financial  Statements  will be complete  and  accurate  and  present  fairly the
financial  position of Solar Touch and the results of its operations and changes
in its  financial  positions  as of the dates and for the periods  indicated  as
being covered thereby.

         4.       Section   6.2(e)  shall  be  amended  by  providing  that  the
Optionees'  right to purchase the Shares referred therein shall occur within two
business  days of the  Financial  Statements  Delivery  Date which  Solar  Touch
Financial Statements comply with Paragraph 3 and Paragraph 6 hereof.

         5.       Section 6.3 shall be amended by deleting subparagraphs (a) and
(e) thereof.

         6.       There  shall be added a new  Section  8.15 which shall read as
follows:

                  Section 8.15 Right to Rescind. Notwithstanding anything herein
                  to the contrary, the Shareholders and the Company shall have a
                  right to rescind the  Exchange by sending to Kingston a notice
                  (the "Rescission  Notice") if at any time after April 30, 2003
                  and  prior  to the  delivery  of  the  Solar  Touch  Financial
                  Statements  which  comply  with  Paragraph  3 above  and  this
                  Section,   the  Company  has  not  received  the  Solar  Touch
                  Financial  Statements  which  shall  show (a) a  positive  net
                  income  for the fiscal  year  ended  December  31,  2002,  (b)
                  stockholders  equity  of at  least  US$6,000,000  and  (c) the
                  elimination of the shareholders'  loan in the principal amount
                  US$5,875,793  and the  capitalization  of such  amount  on the
                  books and records as  reflected  on the Solar Touch  Financial
                  Statements.  In the event that the Shareholders or the Company
                  elect to send the  Notice of  Rescission,  the  Company  shall
                  return to  Kingston  the Solar Touch  Shares,  (ii) all of the
                  Company  Shares  issued  hereunder and issued to the Financial
                  Consultants shall be returned to the Company for cancellation,
                  (iii)  the  Company's  current  directors  shall  appoint  the
                  designees of Martin Rifkin to the Board of Directors, (iv) all
                  of the current  directors  and  officers of the Company  shall
                  submit  their   resignations   to  be   effective   after  the
                  appointments  described  in (iii)  above,  and (v) the parties

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                  shall  deliver to one  another  such other  documents  as each
                  shall  reasonably  request in order to effectuate and complete
                  the rescission.  Rescission shall be without  liability to any
                  party hereto.  In connection with this Paragraph,  the parties
                  designate and authorize  Martin Rifkin to act on behalf of the
                  Company.  Notwithstanding anything herein to the contrary, the
                  representations   set  forth  in  Section   3.4(a)   shall  be
                  superceded  by Section  3.4(b) upon the  delivery of the Solar
                  Touch Financial Statements.


         7.       In all other  respects,  the Share  Exchange  Agreement  shall
remain in full force and effect.



<PAGE>

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Amendment to the Share Exchange Agreement as the date first set forth above.

                                              NOVA INTERNATIONAL FILMS, INC.



                                              By:_______________________________
                                                 Martin Rifkin, President



                                              SINO CONCEPTS ENTERPRISES, LIMITED



                                              By:_______________________________
                                                 Anita So, Director



                                              KINGSTON GLOBAL CO. LIMITED



                                              By:_______________________________





                                              SOLAR TOUCH LIMITED



                                              By:_______________________________




                                              __________________________________
                                              Martin Rifkin



                                              __________________________________
                                              William Rifkin