Exhibit 4.1
                            SHARE EXCHANGE AGREEMENT

         THIS SHARE  EXCHANGE  AGREEMENT,  dated as of the 1st day of  November,
2002 (the  "Agreement"),  is 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 Island company ("Solar Touch"), on the
other hand.

                              W I T N E S S E T H:

         WHEREAS,  Kingston  presently  owns all of the  equity  interests  (the
"Solar Touch Shares") in Solar Touch. Solar Touch in turn owns 49% of the issued
and  outstanding  shares of capital  stock on a fully  diluted  basis of Baoding
Pascali  Broadcasting  Cable  TV  Integrated  Information  Networking  Co.,  LTD
("Baoding").

         WHEREAS,  the Company  desires to acquire from  Kingston,  and Kingston
desires  to sell to the  Company,  the  Solar  Touch  Shares  in  exchange  (the
"Exchange") for the issuance by the Company of an aggregate of 49,567,002  (post
split) shares (the "Company  Shares") of the Company's  common stock,  par value
$0.00001 per share (the "Company  Common Stock") to be issued to the Sellers and
their  designees,  on the terms and  conditions  set forth  below which is after
giving effect to a reverse split of 1 to 16 (the "Reverse Split").

         WHEREAS,  SINO  will  acquire  prior  to  closing  of  the  Exchange  a
beneficial interest in the Solar Touch Shares.

         WHEREAS,  the Company  currently has 96,583,000  shares of common stock
issued and outstanding.  After giving effect to the Exchange, the Reverse Split,
and the  issuance  of  4,760,931  shares of the  Company's  Common  Stock to the
Sellers' Financial Consultants (the "Financial Consultants"),  the Company shall
have 60,364,369 shares of Common Stock issued and outstanding.

         WHEREAS, the Shareholders are, officers, directors and principal
shareholders of the Company and will benefit from the transactions contemplated
herein.

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

                                    ARTICLE I

                               EXCHANGE OF SHARES

         1.1  Exchange of Shares.  Subject to the terms and  conditions  of thiS
Agreement, on the Closing Date (as hereinafter defined):

<PAGE>

              (a) the  Company  shall  issue and  deliver to each of the Sellers
and/or their  designees the number of authorized but unissued  shares of Company
Common Stock set forth opposite such Seller's and designee's  names set forth on
Schedule I hereto, and

              (b) each Seller  agrees to deliver to the  Company,  the number of
issued shares of Solar Touch set forth opposite such Seller's name on Schedule I
hereto along with an appropriately  executed transfer  documents in favor of the
company.

         1.2  Time  and  Place  of  Closing.  the  closing  of the  transactions
contemplated  hereby (the  "closing")  shall take place at the offices of Loeb &
:oeb  LLP as soon as  practicable  after  the date  hereof  but not  later  than
November 22, 2002 (the "Closing Date").

                                   ARTICLE II

                REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
                                THE SHAREHOLDERS

         The Company and the  Shareholders  represent  and warrant,  jointly and
severally to each of the Sellers that now and/or as of the Closing:

         2.1   Due   Organization   and   Qualification;    Subsidiaries;    Due
Authorization.

              (a)  The  Company  is a  corporation  duly  incorporated,  validly
existing and in good standing under the laws of its  jurisdiction  of formation,
with full corporate power and authority to own, lease and operate its respective
business and properties  and to carry on its  respective  business in the places
and in the manner as presently  conducted.  The Company is in good standing as a
foreign  corporation in each jurisdiction in which the properties owned,  leased
or operated, or the business conducted, by it requires such qualification except
for any such failure,  which when taken together with all other failures, is not
likely to have a material adverse effect on the business of the Company.

              (b) The Company does not own, directly or indirectly,  any capital
stock, equity or interest in any corporation,  firm, partnership,  joint venture
or other entity.

              (c) The Company has all requisite corporate power and authority to
execute  and  deliver  this  Agreement,   and  to  consummate  the  transactions
contemplated hereby and thereby.  Subject to obtaining  stockholder  approval of
the Reverse Split,  The Company has taken all corporate action necessary for the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated hereby, and this Agreement  constitutes the valid and
binding obligation of the Company, enforceable against the Company in accordance
with its respective terms, except as may be affected by bankruptcy,  insolvency,
moratoria or other similar laws affecting the  enforcement of creditors'  rights
generally and subject to the  qualification  that the  availability of equitable
remedies is subject to the  discretion of the court before which any  proceeding
therefore may be brought.

         2.2 No Conflicts or Defaults. Subject to obtaining stockholder approval
of the Reverse  Split,  the  execution  and  delivery of this  Agreement  by the
Company and the consummation of the transactions  contemplated hereby do not and
shall not (a) contravene  the  Certificate  of  Incorporation  or By-laws of the


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<PAGE>

Company or (b) with or without  the giving of notice or the  passage of time (i)
violate, conflict with, or result in a breach of, or a default or loss of rights
under, any material covenant, agreement, mortgage, indenture, lease, instrument,
permit or  license to which the  Company  is a party or by which the  Company is
bound, or any judgment, order or decree, or any law, rule or regulation to which
the Company is subject,  (ii) result in the  creation  of, or give any party the
right to create,  any lien,  charge,  encumbrance  or any other right or adverse
interest  ("Liens")  upon any of the assets of the Company,  (iii)  terminate or
give any party the right to terminate,  amend, abandon or refuse to perform, any
material agreement, arrangement or commitment to which the Company is a party or
by which the Company's  assets are bound, or (iv) accelerate or modify,  or give
any party the right to accelerate or modify, the time within which, or the terms
under which,  the Company is to perform any duties or obligations or receive any
rights or benefits  under any material  agreement,  arrangement or commitment to
which it is a party.

         2.3  Capitalization.  The  authorized  capital  stock  of  the  Company
immediately  prior to giving  effect  to the  transactions  contemplated  hereby
consists of 100,000,000  shares of Common Stock par value $.00001 per share,  of
which 96,583,000 shares are issued and outstanding as of the date hereof. All of
the  outstanding  shares of Common are,  and the  Company  Shares when issued in
accordance  with the terms hereof,  will be, duly  authorized,  validly  issued,
fully paid and nonassessable,  and have not been or, with respect to the Company
Shares, will not be issued in violation of any preemptive right of stockholders.
The Company  Shares are not subject to any  preemptive  or  subscription  right.
There is no outstanding  voting trust  agreement or other  contract,  agreement,
arrangement,  option,  warrant, call, commitment or other right of any character
obligating or entitling the Company to issue,  sell, redeem or repurchase any of
its  securities,  and there is no outstanding  security of any kind  convertible
into or exchangeable for Common Stock. The Company has not granted  registration
rights to any person other than as set forth in this Agreement.

         2.4 Financial Statements.  Item 2.4 of the Disclosure Schedule contains
copies of the balance sheets of the Company at October 31, 2001 and 2000 and the
related statements of operations and deficit,  stockholders' deficiency and cash
flows for the fiscal years then ended,  including the notes thereto,  as audited
by Glasser & Haims, P.C.,  certified  accountants,  and the balance sheet of the
Company at July 31, 2002 and the related  statements of operations  and deficit,
stockholders'  deficiency  and cash  flows for the six month  period  then ended
prepared by the Company's  management  (all such  statements  being the "Company
Financial  Statements").  The Company  Financial  Statements,  together with the
notes thereto,  have been prepared in accordance  with U.S.  generally  accepted
accounting  principles  applied on a basis  consistent  throughout  all  periods
presented, subject to audit adjustments,  which are not expected to be material.
Such Statements  present fairly the financial  position of the Company as of the
dates and for the periods  indicated.  The books of account and other  financial
records of the Company have been  maintained  in  accordance  with good business
practices.

         2.5 Further Financial Matters. The Company does not have any (a) assets
of any kind or (b)  liabilities or  obligations,  whether  secured or unsecured,
accrued,  determined,   absolute  or  contingent,   asserted  or  unasserted  or
otherwise,  which are required to be reflected or reserved in a balance sheet or
the notes thereto under generally accepted accounting principles,  but which are
not reflected in the Company Financial Statements.


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<PAGE>

         2.6 Taxes.  The Company  has filed all United  States  federal,  state,
county,  local and foreign  national,  provincial  and local returns and reports
which were required to be filed on or prior to the date hereof in respect of all
income,   withholding,   franchise,   payroll,  excise,  property,  sales,  use,
value-added or other taxes or levies, imposts,  duties, license and registration
fees, charges,  assessments or withholdings of any nature whatsoever  (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have  become due  pursuant  to such  returns or reports or pursuant to any
assessment  which has become  payable,  or, to the extent its  liability for any
Taxes  (and any  related  penalties,  fines  and  interest)  has not been  fully
discharged,  the same have been  properly  reflected as a liability on the books
and  records  of  the  Company  and  adequate   reserves   therefore  have  been
established.  All such returns and reports  filed on or prior to the date hereof
have been  properly  prepared  and are true,  correct  (and to the  extent  such
returns  reflect  judgments  made by the  Company,  as the  case  may  be,  such
judgments were reasonable under the  circumstances) and complete in all material
respects.  No tax return or tax return liability of the Company has been audited
or,  presently under audit.  the company has not given or been requested to give
waivers of any statute of  limitations  relating to the payment of any taxes (or
any related penalties,  fines and interest).  There are no claims pending or, to
the  knowledge  of the  Company,  threatened,  against  the Company for past due
Taxes.  All payments for  withholding  taxes,  unemployment  insurance and other
amounts  required  to be paid  for  periods  prior  to the  date  hereof  to any
governmental  authority  in respect of  employment  obligations  of the Company,
including, without limitation, amounts payable pursuant to the Federal Insurance
Contributions Act, have been paid or shall be paid prior to the Closing and have
been duly  provided  for on the  books and  records  of the  Company  and in the
Financial Statements.

         2.7 Indebtedness; Contracts; No Defaults.

              (a)  The  Company  has  no   material   instruments,   agreements,
indentures, mortgages, guarantees, notes, commitments,  accommodations,  letters
of credit or other arrangements or  understandings,  whether written or oral, to
which the Company or any Subsidiary is a party, except for loans as reflected in
the Company  Financial  Statements  which will be  extinguished on or before the
Closing.

              (b) Neither the Company,  any  Subsidiary,  nor, to the  Company's
knowledge,  any other person or entity is in breach in any material  respect of,
or in default in any material respect under, any material  contract,  agreement,
arrangement, commitment or plan to which the Company is a party, and no event or
action has occurred,  is pending or is  threatened,  which,  after the giving of
notice,  passage  of time or  otherwise,  would  constitute  or result in such a
material  breach or material  default by the Company or, to the knowledge of the
Company,  any other person or entity. The Company has not received any notice of
default under any contract, agreement, arrangement,  commitment or plan to which
it is a party,  which default has not been cured to the satisfaction of, or duly
waived by, the party claiming such default on or before the date hereof.

         2.8 Real Property. The Company does not own or lease any real property.

         2.9  Compliance  with Law. The Company is not conducting its respective
business or affairs in violation of any applicable federal,  state or local law,
ordinance,  rule, regulation,  court or administrative order, decree or process,


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<PAGE>

or any  requirement  of  insurance  carriers.  The cCmpany has not  received any
notice of  violation  or claimed  violation  of any such law,  ordinance,  rule,
regulation,  order,  decree,  process  or  requirement.

              (a) The  Company is in  compliance  with all  applicable  federal,
state, local and foreign laws and regulations  relating to the protection of the
environment  and human health.  There are no claims,  notices,  actions,  suits,
hearings, investigations,  inquiries or proceedings pending or, to the knowledge
of the Company,  threatened  against the Company that are based on or related to
any  environmental  matters or the  failure to have any  required  environmental
permits, and there are no past or present conditions that the Company has reason
to  believe  are  likely  to  give  rise  to any  material  liability  or  other
obligations of the Company or any Subsidiary under any environmental laws.

         2.10  Permits  and  Licenses.  The  Company  has  all  certificates  of
occupancy, rights, permits, certificates,  licenses,  franchises,  approvals and
other  authorizations  as are  reasonably  necessary  to conduct its  respective
business and to own, lease,  use,  operate and occupy its assets,  at the places
and in the manner now conducted and operated,  except those the absence of which
would not materially adversely affect its respective  business.  The Company has
not  received any written or oral notice or claim  pertaining  to the failure to
obtain  any   material   permit,   certificate,   license,   approval  or  other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain would  materially and adversely  affect its
business.

         2.11 Litigation.  There is no claim, dispute,  action, suit, proceeding
or  investigation  pending  or, to the  knowledge  of the  Company,  threatened,
against or affecting the business of the Company, or challenging the validity or
propriety  of the  transactions  contemplated  by this  Agreement,  at law or in
equity or  admiralty  or before  any  federal,  state,  local,  foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of the Company, has any such claim, dispute,  action, suit, proceeding
or  investigation  been  pending  or  threatened,  during  the 12  month  period
preceding the date hereof;  (b) there is no outstanding  judgment,  order, writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality,  against or materially affecting the business of the Company
; and (c) the Company has not  received  any written or verbal  inquiry from any
federal, state, local, foreign or other governmental  authority,  board, agency,
commission or instrumentality concerning the possible violation of any law, rule
or regulation or any matter disclosed in respect of its business.

         2.12  Insurance.  The Company does not  currently  maintain any form of
insurance.

         2.13 Certificate of Incorporation and By-laws; Minute Books. The copies
of the Certificate of Incorporation and By-laws (or similar governing documents)
of the Company,  and all amendments to each are true, correct and complete.  The
minute books of the Company  contains true and complete  records of all meetings
and consents in lieu of meetings of their respective Board of Directors (and any
committees  thereof),  or  similar  governing  bodies,  since  the time of their
respective  organization.  The stock books of the Company are true,  correct and
complete.


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<PAGE>

         2.14 Employee Benefit Plans. The Company does not maintain, nor has the
Company  maintained  in the past,  any  employee  benefit  plans ("as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")),  or  any  plans,  programs,  policies,  practices,  arrangements  or
contracts  (whether  group or  individual)  providing for payments,  benefits or
reimbursements   to   employees  of  the  Company,   former   employees,   their
beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
the Company,  any entity  required to be  aggregated  in a  controlled  group or
affiliated  service group with the Company for purposes of ERISA or the Internal
Revenue Code of 1986 (the "Code") (including,  without limitation, under Section
414(b),  (c), (m) or (o) of the Code or Section  4001 of ERISA,  at any relevant
time ("Benefit Plans").

         2.15 Patents;  Trademarks and Intellectual Property Rights. The Company
does not own or possesses any patents,  trademarks,  service marks, trade names,
copyrights,  trade  secrets,  licenses,  information,  Internet  web  site(s) or
proprietary rights of any nature.

         2.16  Brokers.  Except  as set  forth  on Item  2.16 of the  Disclosure
Schedule,  all  negotiations  relative to this  Agreement  and the  transactions
contemplated  hereby  have been  carried out by the  Company  directly  with the
Sellers without the  intervention of any Person on behalf of the Company in such
a manner as to give rise to any valid claim by any Person against any Seller for
a finder's fee, brokerage commission or similar payment.

         2.17  Affiliate  Transactions.  Except as disclosed in Item 2.17 of the
Disclosure schedule neither the Company nor any officer, director or employee of
the Company (or any of the relatives or Affiliates of any of the  aforementioned
Persons) is a party to any agreement,  contract,  commitment or transaction with
the Company or affecting the business of the Company, or has any interest in any
property, whether real, personal or mixed, or tangible or intangible, used in or
necessary  to the Company  which will  subject the Sellers to any  liability  or
obligation from and after the Closing Date.

         2.18 Trading.  The Company Common Stock is currently listed for trading
on the OTC Bulletin Board (the "Bulletin  Board"),  and the Company has received
no notice that its Common Stock is subject to being delisted therefrom.

         2.19 Compliance.  The Company has complied with all applicable foreign,
federal and state laws, rules and regulations,  including,  without  limitation,
the  requirements  of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act") and the Securities  Act of 1933, as amended,  is current in its
filings.

         2.20  Filings.  None of the  filings  made  by the  Company  under  the
Securities Act or the Exchange act make any untrue  statement of a material fact
or omit to state a material fact necessary in order to make the statements made,
in light of the  circumstances  under  which  they were  made,  not  misleading.


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<PAGE>

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         SINO,  Kingston and Solar Touch  jointly and  severally  represent  and
warrant to the Company that now and/or as of the Closing:

         3.1   Due   Organization   and   Qualification;    Subsidiaries;    Due
Authorization.

              (a) Each of Solar Touch and Baoding is a Company  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
formation, with full corporate power and authority to own, lease and operate its
business  and  properties  and to carry on its business in the places and in the
manner as presently  conducted or proposed to be  conducted.  Each of Solar Tech
and Baoding is in good standing as a foreign corporation in each jurisdiction in
which the properties owned, leased or operated, or the business conducted, by it
requires  such  qualification  except  for any such  failure,  which  when taken
together  with all other  failures,  is not  likely to have a  material  adverse
effect on the business of Solar Touch or Baoding, as the case may be, taken as a
whole.

              (b) Solar Touch does not own, directly or indirectly,  any capital
stock, equity or interest in any corporation,  firm, partnership,  joint venture
or other  entity,  other than those (each,  a  "Subsidiary"  and  together,  the
"Subsidiaries") set forth in item 3.1 of the Disclosure Schedule.  Except as set
forth in item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by
Solar Touch, all the outstanding  shares of capital stock of each Subsidiary are
owned free and clear of all liens, there is no contract, agreement, arrangement,
option,  warrant, call, commitment or other right of any character obligating or
entitling  any  Subsidiary  to  issue,  sell,  redeem or  repurchase  any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for securities of any Subsidiary.


              (c) Each of the Eellers and Eolar  Touch has all  requisite  power
and  authority  to execute and deliver this  Agreement,  and to  consummate  the
transactions  contemplated  hereby and  thereby.  Each of the  Sellers and Solar
Touch has taken all corporate action necessary for the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby, and
this  Agreement  constitutes  the valid and  binding  obligation  of each of the
Sellers and Solar Touch, enforceable against each of the Sellers and Solar Touch
in  accordance  with  its  terms,  except  as may  be  affected  by  bankruptcy,
insolvency,  moratoria  or other  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  subject  to  the   qualification   that  the
availability  of equitable  remedies is subject to the  discretion  of the court
before which any proceeding therefore may be brought.

         3.2 No  Conflicts  or  Defaults.  The  execution  and  delivery of this
Agreement  by each of the Sellers and Solar  Touch and the  consummation  of the
transactions  contemplated  hereby  do not  and  shall  not (a)  contravene  the
governing  documents of said Seller or Solar  Touch,  or (b) with or without the
giving of notice or the passage of time,  (i) violate,  conflict with, or result
in a breach of, or a default or loss of rights  under,  any  material  covenant,
agreement,  mortgage,  indenture, lease, instrument,  permit or license to which
Solar  Touch,  any of the  Subsidiaries,  any Seller or Baoding is a party or by


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<PAGE>

which  Solar  Touch,  any of the  Subsidiaries,  any Seller or Baoding or any of
their respective assets are bound, or any judgment, order or decree, or any law,
rule or regulation to which Solar Touch any of the Subsidiaries or any Seller or
any of their respective  assets are subject,  (ii) result in the creation of, or
give any  party the right to  create,  any lien upon any of the  assets of Solar
Touch, any of the Subsidiaries or Baoding, (iii) terminate or give any party the
right to terminate, amend, abandon or refuse to perform, any material agreement,
arrangement  or commitment  to which Solar Touch,  any of the  Subsidiaries,  or
Baoding is a party or by which Solar Touch,  any of the  Subsidiaries or Baoding
or any of their  respective  assets are bound, or (iv) accelerate or modify,  or
give any party the right to accelerate or modify,  the time within which, or the
terms under which Solar Touch,  any of the Subsidiaries or Baoding is to perform
any duties or  obligations  or receive any rights or benefits under any material
agreement, arrangement or commitment to which it is a party.

         3.3  Capitalization.  The  outstanding  capital  stock of  Solar  Touch
consists  of 1,000  ordinary  shares.  Set  forth in Item 3.3 of the  Disclosure
Schedule is a list of all holders of the equity of Solar  Touch,  setting  forth
their names,  addresses and number of shares owned as of the Closing. All of the
outstanding  shares  of  Solar  Touch  are,  and the  Solar  Touch  Shares  when
transferred  in  accordance  with the terms  hereof,  will be, duly  authorized,
validly issued, fully paid and nonassessable, and have not been or, with respect
to Solar Touch  Shares,  will not be  transferred  in violation of any rights of
third  parties.  The Solar  Touch  shares are not subject to any  preemptive  or
subscription  right,  any voting trust agreement or other  contract,  agreement,
arrangement,  option,  warrant, call, commitment or other right of any character
obligating or Entitling Solar Touch to issue,  sell, redeem or repurchase any of
its  securities,  and there is no outstanding  security of any kind  convertible
into or exchangeable  for Common Stock.  All of the Solar Touch Shares are owned
of record and  beneficially by the Sellers free and clear of any liens,  claims,
encumbrances,  or  restrictions  of any kind.  The  transfer and delivery of the
Solar Touch Shares by the Sellers,  as contemplated  by this Agreement,  will be
sufficient to transfer good and marketable  record and  beneficial  title to the
Solar  Touch  Shares,  free  and  clear  of  liens,  claims,  encumbrances,  and
restrictions of any kind.

         3.4  Financial  Statements.  Solar Touch has delivered to the Sompany a
copy of the audited  consolidated  balance sheets of Solar Touch at December 31,
2000 and 2001 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 Dtatements present fairly the financial position of Dolar 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.  Prior to the Closing Date, Solar Touch shall deliver to the
Company the following financial  statements of Solar Touch which shall have been
audited  by an  independent  certified  public  accounting  firm  ("Solar  Touch
Auditors")  and which  shall be  presented  in  accordance  with  United  States
generally  accepted   accounting   principles  applied  on  a  basis  consistent
throughout  all the years  presented:  Balance Sheet as at December 31, 2001 and
Statements  of Income,  Statements  of Cash Flows and  Changes in  Stockholder's
Equity for the years ended  December 31, 2000 and 2001,  and the notes  relating
thereto (the "Solar Touch Sudited Financial  Statements").  In addition thereto,
at the earliest  possible time but prior to the Vlosing Fate,  Dolar Touch shall


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<PAGE>

deliver  to the  Company  the  unaudited  Balance  Sheet  of  Solar  Touch as at
September  30, 2002 and the related  Statements  of Income,  Statements  of Cash
Flows for the period then ended which will be prepared in  accordance  with U.S.
generally  accepted  accounting  principles  applicable  on a  basis  consistent
throughout  all periods  presented  and which will include a report of the Solar
Touch  Auditors  confirming  that they have reviewed such  financial  statements
using  professional  standards and  procedures  for  conducting  such reviews as
established by generally accepted auditing standards (the "Solar Touch September
30, 2002 Financial Statements"). All of the financial statements to be delivered
pursuant  hereto 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.

         3.5 Further Financial  Matters.  Except as set forth in Item 3.5 of the
Disclosure  Schedule,  neither Solar Touch nor any of the  subsidiaries  has any
liabilities or obligations,  whether secured or unsecured,  accrued, determined,
absolute or contingent,  asserted or unasserted or otherwise, which are required
to be  reflected  or  reserved  in a balance  sheet or the notes  thereto  under
generally  accepted  accounting  principles,  but which are not reflected in the
financial statements.

         3.6  Taxes.  each of solar  touch  and the  subsidiaries  has filed all
returns  and  reports  which were  required  to be filed on or prior to the date
hereof, and has paid all taxes (and any related  penalties,  fines and interest)
which have  become due  pursuant  to such  returns or reports or pursuant to any
assessment  which has become  payable,  or, to the extent its  liability for any
Taxes  (and any  related  penalties,  fines  and  interest)  has not been  fully
discharged,  the same have been  properly  reflected as a liability on the books
and  records  of  Solar  Touch  and  adequate   reserves   therefore  have  been
established.  All such returns and reports  filed on or prior to the date hereof
have been  properly  prepared  and are true,  correct  (and to the  extent  such
returns reflect  judgments made by Solar Touch or a Aubsidiary,  as the case may
be, such judgments were reasonable under the  circumstances) and complete in all
material  respects.  Except as indicated in 3.6 of the Disclosure  Schedule,  no
extension  for the filing of any such return or report is  currently  in effect.
Except as indicated in Item 3.6 of the Disclosure Schedule, no tax return or tax
return liability of Solar Touch or any Subsidiary has been audited or, presently
under audit.  All taxes and any  penalties,  fines and interest  which have been
asserted  to be  payable as a result of any  audits  have been  paid.  Except as
indicated in Item 3.6 of the  Disclosure  Schedule,  neither Solar Touch nor any
Subsidiary  has  given or been  requested  to give  waivers  of any  statute  of
limitations  relating  to the  payment of any Taxes (or any  related  penalties,
fines and  interest).  There are no claims  pending or, to the  knowledge of the
Sellers for past due Taxes.  Except as indicated  in Item 3.6 of the  Disclosure
Statement, all payments for withholding taxes,  unemployment insurance and other
amounts  required  to be paid  for  periods  prior  to the  date  hereof  to any
governmental  authority in respect of employment  obligations of Solar Touch and
each  Subsidiary,  have been paid or shall be paid prior to the Closing and have
been duly  provided for on the books and records of Solar Touch and in the Solar
Touch Financial Statements.

         3.7 Indebtedness; Contracts; No Defaults.


                                       9
<PAGE>

              (a)  Item  3.7 of the  Disclosure  Schedule  sets  forth  a  true,
complete and correct list of all material instruments,  agreements,  indentures,
mortgages, guarantees, notes, commitments,  accommodations, letters of credit or
other  arrangements or  understandings,  whether written or oral, to which Solar
Touch or any  Subsidiary  or Baoding is a party  (collectively,  the  "Operating
Agreements").  An agreement shall not be considered material for the purposes of
this Section 3.7(a) if it provides for  expenditures or receipts of less than US
$100,000  and has been  entered  into by  Solar  Touch  or a  Subsidiary  in the
ordinary  course of business.  The Operating  Agreements  constitute  all of the
contracts,   agreements,   understandings  and  arrangements  required  for  the
operation of the business of telecommunication services or which have a material
effect thereon.

              (b) Except as  disclosed in Item 3.7 of the  Sisclosure  Schedule,
neither Solar Touch any  Subsidiary,  Baoding nor, to Seller 's  knowledge,  any
other person or entity is in breach in any material respect of, or in default in
any material  respect  under,  any material  contract,  agreement,  arrangement,
commitment or plan to which Solar Touch,  any  Subsidiary or Baoding is a party,
and no event or action has occurred,  is pending or is threatened,  which, after
the giving of notice,  passage of time or otherwise,  would constitute or result
in such a material  breach or material  default by Solar Touch,  any Subsidiary,
Baoding,  or, to the  knowledge  of the  Sellers,  any other  person or  entity.
Neither  Solar  Touch,  any  Subsidiary  nor Baoding has  received any notice of
default under any contract, agreement, arrangement,  commitment or plan to which
it is a party,  which default has not been cured to the satisfaction of, or duly
waived by, the party claiming such default on or before the date hereof.

         3.8 Compliance with Law.

              (a) Solar Touch,  each  Subsidiary  and Baoding is conducting  its
respective  business or affairs in material  compliance with all applicable law,
ordinance,  rule, regulation,  court or administrative order, decree or process,
or any requirement of insurance carriers material to its business. Neither Solar
Touch,  any  Subsidiary,  nor Baoding has  received  any notice of  violation or
claimed violation of any such law, ordinance,  rule, regulation,  order, decree,
process or requirement.

              (b)  Each of Solar  Touch,  the  Subsidiaries  and  Boading  is in
compliance in all material respects with all applicable  federal,  state,  local
and foreign laws and  regulations  relating to the protection of the environment
and human  health.  There are no  claims,  notices,  actions,  suits,  hearings,
investigations,  inquiries or  proceedings  pending or, to the knowledge of, the
Sellers threatened against Solar Touch or any of the Subsidiaries that are based
on or related to any  environmental  matters or the failure to have any required
environmental  permits, and there are no past or present conditions with respect
to which the  Sellers  have  reason to  believe  are  likely to give rise to any
material  liability or other  obligations of Solar Touch or any Subsidiary under
any environmental laws.

         3.9  No  Adverse  Changes.  Except  as set  forth  in  Item  3.9 of the
Disclosure  Schedule,  since  inception,  there  has not been  (a) any  material
adverse change in the business,  prospects, the financial or other condition, or
the  respective  assets or liabilities  of Solar Touch and the  Subsidiaries  as
reflected  in the  Solar  Touch  Financial  Statements,  (b) any  material  loss
sustained by Solar Touch, Baoding or any Subsidiary,  including, but not limited
to any loss on account  of theft,  fire,  flood,  explosion,  accident  or other
calamity, whether or not insured, which has materially and adversely interfered,
or may  materially  and  adversely  interfere,  with the operation of Baoding's,


                                       10
<PAGE>

Solar Touch's, or any Subsidiary's business, or (c) to the best knowledge of the
Sellers, any event, condition or state of facts, including,  without limitation,
the enactment,  adoption or  promulgation  of any law, rule or  regulation,  the
occurrence of which materially and adversely does or would affect the results of
operations or the business or financial  condition of Baoding,  Solar Touch,  or
any Subsidiary.

         3.10 Litigation.

              (a) Except as set forth in Item 3.10 of the  Disclosure  Schedule,
there is no claim,  dispute,  action, suit,  proceeding or investigation pending
or, to the  knowledge  of the  Sellers,  threatened,  against or  affecting  the
business  of Solar  Touch or any  Subsidiary,  or  Baoding  or  challenging  the
validity or propriety of the transactions contemplated by this Agreement, at law
or in equity or admiralty or before any federal,  state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of Solar Touch or Sellers, has any such claim, dispute,  action, suit,
proceeding  or  investigation  been pending or  threatened,  during the 12 month
period preceding the date hereof;

              (b)  There  is  no  outstanding  judgment,  order,  writ,  ruling,
injunction,  stipulation or decree of any court,  arbitrator or federal,  state,
local, foreign or other governmental  authority,  board,  agency,  commission or
instrumentality,  against or materially affecting the business of Baoding, Solar
Touch or any Subsidiary; and (c) neither Baoding, Solar Touch nor any Subsidiary
has received  any written or verbal  inquiry  from any  federal,  state,  local,
foreign  or  other  governmental   authority,   board,  agency,   commission  or
instrumentality concerning the possible violation of any law, rule or regulation
or any matter disclosed in respect of its business.

         3.11 Patents;  Yrademarks and  Intellectual  Property  Rights.  Each of
Baoding,  Solar Touch and the  Subsidiaries  owns or possesses  sufficient legal
rights to all patents, trademarks, service marks, trade names, copyrights, trade
secrets,  licenses,  information,  internet web site(s)  proprietary  rights and
processes  necessary for its business as now conducted without any conflict with
or  infringement  of the rights of  others.  There are no  outstanding  options,
licenses  or  agreements  of any kind  relating  to the  foregoing,  and neither
Baoding, Solar Touch nor any Subsidiary is bound by, or a party to, any options,
licenses or  agreements  of any kind with  respect to the  patents,  trademarks,
service marks, trade names, copyrights,  trade secrets,  licenses,  information,
proprietary rights and processes of any other person or entity.

         3.12  Brokers.  Except  as set  forth  on Item  3.12 of the  Disclosure
Schedule,  all  negotiations  relative to this Aagreement  and the  transactions
contemplated  hereby  have been  carried out by the  Sellers  directly  with the
Company without the  intervention of any Person on behalf of the Sellers in such
a manner as to give rise to any valid claim by any Person against any Seller for
a finder's fee, brokerage commission or similar payment.

         3.13 Purchase for Investment.

              (a) Each Seller is acquiring the Company shares for investment for
such Seller's own account and not as a nominee or agent,  and not with a view to
the resale or distribution  of any part thereof,  and such Seller has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same.  Each Seller  further  represents  that he does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person,  with respect to any of the
Company Shares.


                                       11
<PAGE>

              (b) Each  Seller  understands  that  the  Company  Shares  are not
registered  under  the Act on the  ground  that  the sale  and the  issuance  of
securities  hereunder  is exempt  from  registration  under the Act  pursuant to
Section  4(2)  thereof,  and that the  Company's  reliance on such  exemption is
predicated on such Seller's  representations set forth herein. Such Seller is an
"accredited  investor"  as that term is defined in Rule 501(a) of  Regulation  D
under the Act.

         3.14 Investment  Experience.  Each Seller acknowledges that he can bear
the economic risk of its  investment,  and has such  knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of the investment in the Company Shares.

         3.15 Information.  The Sellers have carefully reviewed such information
as each Seller deemed necessary to evaluate an investment in the Company Shares.
To the full  satisfaction  of each Seller,  it has been  furnished all materials
that it has  requested  relating to the Company and the  issuance of the Company
Shares  hereunder,  and each Seller has been  afforded  the  opportunity  to ask
questions of representatives of the Company to obtain any information  necessary
to verify the accuracy of any  representations  or information  made or given to
the Sellers.  Notwithstanding the foregoing,  nothing herein shall derogate from
or otherwise modify the  representations and warranties of the Company set forth
in this Agreement, on which each of the Sellers has relied in making an exchange
of the Solar Touch Shares for the Company Shares.

         3.16 Restricted  Securities.  Each Seller  understands that the Company
Shares  may  not  be  sold,  transferred,   or  otherwise  disposed  of  without
registration  under the Act or an exemption  there from, and that in the absence
of an  effective  registration  statement  covering  the  Company  Shares or any
available  exemption from registration under the act, the Company Shares must be
held indefinitely.  Each Seller is aware that the Company Shares may not be sold
pursuant to Rule 144  promulgated  under the Act unless all of the conditions of
that  Rule  are  met.  Among  the  conditions  for  use of  Rule  144 may be the
availability of current information to the public about the Company.

         3.17  Permits  and  Licenses.  Each of Solar  Touch and Baoding has all
certificates of occupancy, rights, permits, certificates,  licenses, franchises,
approvals and other  authorizations  as are reasonably  necessary to conduct its
respective  business and to own, lease,  use, operate and occupy its assets,  at
the places  and in the  manner now  conducted  and  operated,  except  those the
absence of which would not materially  adversely affect its respective business.
Neither Solar Touch nor Baoding has received any written or oral notice or claim
pertaining to the failure to obtain any material permit,  certificate,  license,
approval or other authorization  required by any federal,  state or local agency
or other  regulatory  body, the failure of which to obtain would  materially and
adversely affect its business.

         3.18 Assets Necessary to Business. Each of Solar Touch and Baoding owns
or leases all properties and assets,  real,  personal,  and mixed,  tangible and
intangible,  and is a  party  to all  licenses,  permits  and  other  agreements
necessary to permit it to carry on its business as presently conducted.


                                       12
<PAGE>

         3.19  Governmental  Permits.  Each of Solar Touch and Baoding possesses
all  licenses,  permits and other  authorizations  necessary to own or lease and
operate its properties and to conduct its business as now conducted. all of such
licenses, permits and authorizations are hereinafter collectively the "Permits."

         3.20 Schedules. All lists or other statements, information or documents
set forth in,  attached to any schedule  provided  pursuant to this Agreement or
delivered  hereunder shall be deemed to be representations and warranties by the
sellers  and  solar  touch  with the same  force and  effect  as if such  lists,
statements,   information  and  documents  were  set  forth  herein.  any  list,
statement,  document or any  information  set forth in, attached to any schedule
provided  pursuant to this agreement or delivered  hereunder shall not be deemed
to  constitute  disclosure  for any other  schedule  provided  pursuant  to this
agreement unless specific cross reference is made.

         3.21 Representations and Warranties. The representations and warranties
of the  Sellers  and  Solar  Touch  included  in this  Agreement  and any  list,
statement,  document  or  information  set forth in,  attached  to any  Schedule
provided  pursuant  to this  Agreement  or  delivered  hereunder,  are  true and
complete in all material  respects and do not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  contained  therein not  misleading,  under the
circumstance under which they were made.

                                   ARTICLE IV

                                 INDEMNIFICATION

         4.1 Indemnity of the Company and the Shareholders.  The Company and the
Shareholders agree to jointly and severally agree to defend,  indemnify and hold
harmless each Seller from and against, and to reimburse each Seller with respect
to, all liabilities,  losses, costs and expenses, including, without limitation,
reasonable  attorneys'  fees  and  disbursements   (collectively  the  "Losses")
asserted  against or incurred by such Seller solely by reason of any liabilities
of the Company  which have not been  disclosed  or  otherwise  reflected in this
Agreement  or in any  document or  certificate  delivered  by the Company or the
Shareholders  pursuant to the provisions of this Agreement or in connection with
the transactions  contemplated thereby arising out of facts existing prior to or
as of the Closing. All claims to be asserted hereunder must be made by the first
anniversary of the Closing.  Notwithstanding the foregoing, each Shareholder and
the Company shall have responsibility hereafter only for the representations and
warranties made by such Shareholder or the Company, as the case may be.

         4.2  Indemnity  of the  Sellers.  Each of the  Sellers  and Solar Touch
agrees to jointly and severally defend,  indemnify and hold harmless the Company
from and against, and to reimburse the Company with respect to, all liabilities,
losses, costs and expenses, including, without limitation, reasonable attorneys'
fees and  disbursements,  asserted  against or incurred by the Company by reason
of,  arising  out  of,  or  in  connection  with  any  material  breach  of  any
representation  or  warranty  contained  in  this  Agreement  and  made  by  the
applicable Seller Solar Touch or in any document or certificate delivered by the
applicable Seller or Solar Touch pursuant to the provisions of this Agreement or
in connection with the transactions  contemplated  thereby,  it being understood
that each Seller or Solar Touch shall have responsibility hereunder only for the
representations and warranties made by such Seller or Solar Touch. All claims to
be asserted hereunder must be made by the first anniversary of the Closing.


                                       13
<PAGE>

         4.3 Indemnification Procedure. A party (an "Indemnified Party") seeking
indemnification  shall give prompt notice to the other party (the  "Indemnifying
Party")  of any claim for  indemnification  arising  under  this  Article 4. The
Indemnifying  Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably  acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
which event the  Indemnifying  Party shall not be  obligated to pay the fees and
disbursements  of  separate  counsel  for  such in such  action.  In the  event,
however,  that such  Indemnified  Party's  legal counsel  shall  determine  that
defenses may be available to such  Indemnified  Party that are different from or
in addition to those  available to the  Indemnifying  Party, in that there could
reasonably be expected to be a conflict of interest if such  Indemnifying  Party
and the Indemnified Party have common counsel in any such proceeding,  or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying  Party may employ separate counsel to represent or defend such
Indemnified  Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such  Indemnified  Party. No settlement of any such
claim or payment in connection  with any such  settlement  shall be made without
the  prior  consent  of  the  Indemnifying  Party  which  consent  shall  not be
unreasonably withheld.

                                   ARTICLE V

                                   DELIVERIES

         5.1 Items to be delivered to the Sellers  prior to or at Closing by the
Company.

              (a) articles of incorporation and amendments  thereto,  bylaws and
amendments  thereto,  certificate  of good  standing in the  Company's  state of
incorporation;

              (b) all applicable schedules hereto;

              (c)  all  minutes  and   resolutions  of  board  of  director  and
shareholder meetings in possession of the Company;

              (d) shareholder list;

              (e) all financial  statements and tax returns in possession of the
Company;

              (f) copies of all SEC filings for the last two years;

              (g) resolution from the Company's current directors appointing the
designees of the Sellers to the Company's Board of Sirectors;

              (h) letters of resignation from the Company's current officers and
directors to be effective upon Closing and after the  appointments  described in
this section;


                                       14
<PAGE>

              (i) certificates  representing 49,567,002 shares to the Sellers or
their  designees  and  4,760,931  shares  to the  Financial  Consultants  of the
Company's  $0.00001 par value common  stock issued in the  denominations  as set
forth  opposite their  respective  names on Schedule I to this  Agreement,  duly
authorized, validly issued, fully paid for and non-assessable;

              (j) copies of board,  and if applicable,  shareholder  resolutions
approving this transaction and authorizing the issuances of the shares hereto;

              (k) any other document reasonably requested by the Sellers that it
deems necessary for the consummation of this transaction

         5.2 Items to be delivered to the Company  prior to or at Closing by the
Sellers.

              (a) all applicable schedules hereto;

              (b)  instructions  from the Sellers  appointing  designees  of the
Sellers to the Company's Board of Directors;

              (c) documents from the Sellers transferring the equity interest in
Solar Touch as set forth opposite their  respective  names on Schedule I to this
Agreement;

              (d) Financial Statements set forth in section 3.4;

              (e) any other document reasonably requested by the Company that it
deems necessary for the consummation of this transaction.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

         6.1  Conditions  Precedent to Closing.  The  obligations of the Parties
under this Agreement shall be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:

              (a) That each of the representations and warranties of the Parties
contained herein shall be true and correct at the time of the Closing date as if
such representations and warranties were made at such time; and

              (b) That the Parties  shall have  performed  or complied  with all
agreements,  terms and conditions  required by this Agreement to be performed or
complied with by them prior to or at the time of the Closing; and

              (c) That  each of the  Parties  shall be  fully  satisfied  in the
exercise of its sole discretion with the results of the investigation and review
it conducts (or has its representatives  conduct), prior to the Closing Date, of
the business  properties  or affairs of the Company or Solar Touch,  as the case
may be.


                                       15
<PAGE>

         6.2 Conditions to Obligations  of Sellers.  The  obligations of Sellers
shall be  subject  to  fulfillment  prior to or at the  Closing,  of each of the
following conditions:

              (a) The Shareholders shall have paid all of the costs and expenses
of the Company  associated with the acquisition of the Solar Touch Shares by the
Company,  except that the Company (post closing)  shall be  responsible  for the
cost of the Reverse Split (not to exceed $1,500).

              (b) As of the  Closing,  the  Company  shall have no assets and no
liabilities whatsoever, contingent or otherwise except for the costs referred to
in section 6.2(a);

              (c) The Shares of the Company's Common Stock shall be continued to
be traded on the Bulletin Board.

              (d) The Company shall have effected the Reverse Split.

              (e)  The  Company  and  various  designees  of  the  Sellers  (the
"Optionees")  shall have entered into an Option Agreement  pursuant to which the
Optionees shall have the right to purchase  4,750,000 shares (post split) of the
Company's Common Stock for $50,000 within two business days of the Closing.

         6.3 Conditions to Obligations  of the Company.  The  obligations of the
Company shall be subject to fulfillment  prior to or at the Closing,  of each of
the following conditions:

              (a) The Shareholder's  loan in the principal amount of $5,875,793,
as reflected in the Solar Touch  Audited  Financial  Statements  shall have been
eliminated  and  capitalized  on the books and  records of Solar Touch and which
will be reflected in the Solar Touch  September  30, 2002  Financial  Statements
(the "Loan Conversion");

              (b) The  Sellers  and Solar Touch shall have paid all of the costs
and expenses of themselves  associated with this Agreement and the  transactions
contemplated  hereby as well as arranging for the payment of the costs set forth
in 6.2(a);

              (c) All legal  matters in connection  with this  Agreement and the
Closing  hereunder  shall be subject to the  reasonable  approval of Danzig Kaye
Cooper & Fiore,  LLP,  counsel for the Company and Loeb & Loeb LLP,  counsel for
the Sellers,  and there shall have been furnished to such counsel such corporate
and other records and information as such counsel may reasonably have requested.


              (d)  There  shall  have  been no  disclosure  in any  Schedule  or
documents  set forth in or attached to any  Schedule  provided  pursuant to this
Agreement  or  delivered  hereunder,  which,  in the  reasonable  opinion of the
Company,  does or may  have a  materially  adverse  effect  on the  value of the
businesses of Solar Touch (taken as a whole) or on their  assets,  properties or
goodwill (taken as a whole).

              (e) The Solar Touch  Audited  Financial  Statements as of December
31, 2001 shall show no  material  deviation  from the Solar Touch  International
Financial  Statements as of such date previously  delivered to the Company,  and
the Solar Touch September 30, 2002 Financial  Statements  prepared under us GAAP
will show positive net income and stockholders equity of at least $6,000,000.


                                       16
<PAGE>

                                   ARTICLE VII

                                   TERMINATION

         7.1  Termination.  This  Agreement may be terminated at any time before
or, at Closing, by:

              (a) The mutual agreement of the Parties;

              (b) Any Party if:


                   (i) Any  provision of this  Agreement  applicable  to a party
shall be materially untrue or fail to be accomplished;

                   (ii) Any legal proceeding shall have been instituted or shall
be imminently threatening to delay, restrain or prevent the consummation of this
Agreement; or

                   (iii) The Closing has not  occurred  by  November  22,  2002,
through no fault of the Party terminating the Agreement.

              (c)  Upon  termination  of  this  Agreement  for  any  reason,  in
accordance with the terms and conditions set forth in this paragraph,  each said
party shall bear all costs and expenses as each party has incurred.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1  Survival  of  Representations,   Warranties  and  Agreements.  All
representations  and  warranties  and  statements  made  by a  party  to in this
Agreement  or in any document or  certificate  delivered  pursuant  hereto shall
survive the Closing Date for a period of one year  following  the Closing  Date.
Each of the parties  hereto is executing and carrying out the provisions of this
agreement in reliance  upon the  representations,  warranties  and covenants and
agreements  contained in this  agreement  or at the closing of the  transactions
herein provided for and not upon any  investigation  which it might have made or
any representations,  warranty,  agreement,  promise or information,  written or
oral, made by the other party or any other person other than as specifically set
forth herein.

         8.2 Access to Books and Records.  During the course of this transaction
through  Closing,  each  party  agrees  to make  available  for  inspection  all
corporate  books,  records and assets,  and  otherwise  afford to each other and
their respective  representatives,  reasonable  access to all  documentation and
other  information  concerning the business,  financial and legal  conditions of
each other for the purpose of conducting a due diligence  investigation thereof.
Such due diligence  investigation  shall be for the purpose of  satisfying  each
party as to the business,  financial  and legal  condition of each other for the
purpose  of  determining  the   desirability   of   consummating   the  proposed


                                       17
<PAGE>

transaction.  The Parties  further  agree to keep  confidential  and not use for
their own benefit,  except in accordance  with this Agreement any information or
documentation obtained in connection with any such investigation.

         8.3 Further Assurances.  If, at any time after the Closing, the parties
shall consider or be advised that any further  deeds,  assignments or assurances
in law or that any other things are  necessary,  desirable or proper to complete
the  transactions  contemplated  hereby  in  accordance  with the  terms of this
agreement or to vest, perfect or confirm,  of record or otherwise,  the title to
any  property or rights of the  parties  hereto,  the  Parties  agree that their
proper  officers and directors  shall execute and deliver all such proper deeds,
assignments  and  assurances  in law and do all things  necessary,  desirable or
proper  to vest,  perfect  or  confirm  title to such  property  or  rights  and
otherwise  to carry  out the  purpose  of this  Agreement,  and that the  proper
officers and directors the parties are fully authorized to take any and all such
action.

         8.4 Notice. All communications,  notices, requests, consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such party by notice in the
manner provided herein:

                  If to the Company and the Shareholders:

                  6350 N. E. Campus Drive
                  Vancouver, Washington 98611
                  Attention:  Martin Rifkin, President

                  If to the Sellers:

                  At the  respective  addresses  of the  Sellers  set  forth  on
                  Schedule 1 hereto.

         8.5 Entire Agreement.  This Agreement,  the Disclosure Schedule and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire  understanding  of the  parties  hereto  with  respect to its subject
matter, merges and supersedes all prior and contemporaneous  understandings with
respect to its subject matter and may not be waived or modified,  in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this  Agreement  in any instance  shall be deemed to be a waiver of
the same or any other provision in any other  instance.  Failure of any party to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
its rights under such provision.

         8.6  Successors  and Assigns.  This  Agreement  shall be binding  upon,
enforceable  against and inure to the  benefit of, the parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.


                                       18
<PAGE>

         8.7 Governing Law. This Agreement  shall in all respects be governed by
and  construed  in  accordance  with  the  laws of the  State  of  Delaware  are
applicable to agreements  made and fully to be performed in such state,  without
giving effect to conflicts of law principles.

         8.8   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         8.9  Construction.   Headings  contained  in  this  Agreement  are  for
convenience only and shall not be used in the  interpretation of this Agreement.
References  herein to  Articles,  Sections  and  Exhibits  are to the  articles,
sections and exhibits,  respectively, of this Agreement. The Disclosure Schedule
is hereby incorporated herein by reference and made a part of this Agreement. As
used herein, the singular includes the plural,  and the masculine,  feminine and
neuter gender each includes the others where the context so indicates.

         8.10  Severability.  If any  provision of this  Agreement is held to be
invalid or  unenforceable by a court of competent  jurisdiction,  this Agreement
shall be  interpreted  and  enforceable  as if such  provision  were  severed or
limited,  but only to the extent  necessary  to render such  provision  and this
Agreement enforceable.

         8.11 Consent to Jurisdiction and Service of Process.  Any legal action,
suit  or  proceeding  arising  out of or  relating  to  this  Agreement,  or the
transactions  contemplated  hereby,  shall be instituted in any state or federal
court in the State of  Delaware,  and all parties  agree not to assert by way of
motion, as a defense or otherwise,  in any such action, suit or proceeding,  any
claim that it is not subject  personally to the jurisdiction of such court, that
the action, suit or proceeding is brought in an inconvenient forum, the venue of
the action,  suit or proceeding is improper to that the injured party is without
a remedy under this Agreement or the subject matter hereof.  All parties further
irrevocably  submit to the  jurisdiction  of any such court in any such  action,
suit or proceeding, shall be effective against any party if served by registered
or certified mail,  return receipt  requested,  or by any other means of mail or
delivery which requires a signed receipt,  postage prepaid,  mailed or delivered
to such party as herein  provided,  or by hand delivery.  If for any reason such
service of process is ineffective,  then all parties shall be subject to service
of process in accordance  with  applicable law or rule of court.  Nothing herein
contained  shall be deemed to limit or restrict  the right of any party to serve
process in any manner permitted by law.

         8.12 Registration of Shares. At any time subsequent to the Closing, the
holders  holding  at least  50% of the  shares  of  Common  Stock  issued to the
Sellers,  their  designees,  the Financial  Consultants and the Optionees at the
Closing shall have the right on two occasions to require that the Company effect
the  registration  under the Securities  Act of 1933, as amended,  of the shares
acquired by the Sellers,  their  designees,  the Financial  Consultants  and the
Optionees  at the  Closing,  in which  case the  Rifkin  Shares  (up to  356,000
post-split  shares) shall also be included in such registration  statement if so
requested by the Shareholders.  Additionally,  all of the aforementioned  shares
shall be  entitled  to  piggyback  rights.  Such  registration  rights  shall be
reflected in a Registration  Rights Agreement  containing  customary terms to be
executed subsequent to Closing.


                                       19
<PAGE>

         8.13 Stock Sales and Lock-Up. The Shareholders hereby agree to sign and
the Sellers and Solar Touch  hereby agree to cause the Company to sign as of the
Closing Date a Stock Sale and Lock-Up  Agreement in the form attached as Exhibit
8.13 as to shares of Common  Stock owned by the  Shareholders  as of the Closing
Date (the "Rifkin Shares").


         8.14  Rule  144.  For a period  of not less  than two  years  after the
Closing,  the  Sellers  shall  cause the Company to continue to file in a timely
manner all required reports  pursuant to the Securities  Exchange Act of 1934 as
amended.  Additionally,  Sellers  shall  cause the  Company  to comply  with the
following:  (a) subject to the  provision  of Section  8.11,  The  Company  will
promptly  comply with any request of any  Shareholder  to sell any shares of the
Common  Stock  pursuant  to Rule  144  subject  to the  receipt  of  appropriate
paperwork; and (b) 90 days after the Closing, at the request of any shareholder,
to instruct  the  Company's  transfer  agent to issue new  certificates  for the
shares of Common Stock owned by such  Shareholders  without any  Securities  Act
restrictive legend, subject to receipt of appropriate Rule 144(k) paperwork.































                                       20
<PAGE>

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


                                   NOVA INTERNATIONAL FILMS, INC.
                                   By:__________________________________________
                                      Martin Rifkin
                                      President





                                   SINO CONCEPT ENTERPRISES LIMITED
                                   By:__________________________________________
                                      Anito So
                                      Director





                                   KINGSTON GLOBAL CO. LTD. By:_________________



                                   SOLAR TOUCH LIMITED
                                   By: _________________________________________





                                   _____________________________________________
                                   Martin Rifkin


                                   _____________________________________________
                                   William Rifkin







                                       21
<PAGE>

                                   SCHEDULE I


Seller's and Designee's Name          Number of Solar Touch    Number of Company
      and Address                             Shares                 Shares
      -----------                             ------                 ------

Kingston Global Co. Ltd.
22/F., Morrison Commercial                    1,000                 48,835,776
Building, 31 Morrison Hill Road,
Wanchai, Hong Kong

Sino Concept Enterprises
Limited of Room 207, KCRC
Hung Hum Building,                                                     731,226
8 Cheong Wan Road, Hunghom,
Kowloon, Hong Kong






























                                       22
<PAGE>

                          DISCLOSURE SCHEDULE - COMPANY



                                    ITEM 2.4
                              FINANCIAL STATEMENTS
                                 See SEC Filings
































                                       23
<PAGE>


                                    ITEM 2.16
                                     BROKERS

Robert Gasich

Fee for services to be paid by Sellers or Sellers' Financial Consultants.



































                                       24
<PAGE>

                                    ITEM 2.17

See SEC Filings





































                                       25
<PAGE>

                                    ITEM 3.1
                       DISCLOSURE SCHEDULE - SUBSIDIARIES

         49%  interest  in  Baoding  Pascali  Broadcasting  Cable TV  Integrated
Information Networking Co., Ltd.




































                                       26
<PAGE>

                                    ITEM 3.3
                                 CAPITALIZATION



Name of Shareholder                                             Number of Shares
-------------------                                             ----------------

Kingston Global Co. Limited                                           1,000



Total                                                                 1,000

































                                       27
<PAGE>

                                    ITEM 3.5
                              MATERIAL LIABILITIES

None
































                                       28
<PAGE>

                                    ITEM 3.7
                            MATERIAL AGREEMENTS ETC.

         Joint Venture Contract between Baoding Pascali Multi-Media Transmission
Networking Co., Ltd. and Solar Touch Limited.

































                                       29
<PAGE>

                                    ITEM 3.10
                                 LITIGATION ETC.

None


































                                       30
<PAGE>

                                    ITEM 3.12
                                  BROKERS ETC.

Agreement with Orient Financial Services, Inc. and Robert Gasich.

Agreement with GCA Consulting Limited.







































                                       31
<PAGE>

                                  EXHIBIT 8.13



                        STOCK SALE AND LOCK-UP AGREEMENT

         AGREEMENT  dated as of the ___ day of November  2002, by and among NOVA
INTERNATIONAL  FILMS, INC., a Delaware  corporation (the "Company"),  and MARTIN
RIFKIN and WILLIAM RIFKIN (the "Shareholders").

                              W I T N E S S E T H:

         WHEREAS,  as of the date hereof, the transactions  contemplated by that
certain Share Exchange  Agreement,  dated as of the first day of November,  2002
(the  "Agreement"),  by and among the Company,  the  Shareholders,  Sino Concept
Enterprises,  Limited, a British Virgin Islands corporation, Kingston Global Co.
Limited, a British Virgin Islands corporation and Solar Touch Limited, a British
Virgin Island company were consummated:

         WHEREAS,  immediately prior to the closing thereunder, the Shareholders
were officers, directors and principal shareholders of the Company;

         WHEREAS, immediately prior hereto, the Company effected a reverse stock
split of its  common  stock  on a  one-for-sixteen  basis  (the  "Reverse  Stock
Split");

         WHEREAS,  as of the date hereof, the Shareholders  resigned as officers
and directors of the Company;

         WHEREAS,  as a result of the Reverse Stock Split,  the Shareholders own
of record  or  beneficially  a total of  approximately  4,900,000  shares of the
Company's common stock (the "Shareholders Stock");

         WHEREAS,  in order to  induce  the  parties  to  enter  into the  Share
Exchange Agreement and to consummate the transactions  contemplated thereby, the
parties hereto have agreed to regulate the sale of the Shareholders Stock;

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and for other valuable consideration receipt of which is hereby
acknowledged,  it is agreed as follows:

         1. In the event at any time  immediately  after the date  hereof any of
the Shareholders  desires to effect a public sale without registration of any of
the Shareholders Stock pursuant to Rule 144 promulgated under the Securities Act
of 1933,  the  Shareholder  shall give written notice to the Company and furnish
the documents customarily furnished in connection with a proposed Rule 144 sale.
Upon receipt thereof,  the Company shall,  without any cost to the Shareholders,
cause its transfer  agent to complete  the transfer as soon as possible  (but no
later than three business days after receipt of the documentation), provided the
Shareholder has demonstrated compliance with Rule 144.


                                       32
<PAGE>

         2. In  addition  to the  foregoing,  the  parties  agree  that any time
commencing three months after the date hereof any of the  Shareholders  shall be
entitled  to  execute  and  deliver  to  the  Company  a  standard  Rule  144(k)
representation letter (the "Representation Letter") covering all or a portion of
the  Shareholders  Stock in such form as attached  hereto as Exhibit A, and will
deliver to the  Company the stock  certificates  representing  the  Shareholders
Stock   referred  to  in  the   Representation   Letter  Upon  receipt  of  such
Representation  Letter and the aforesaid stock  certificates,  the Company will,
without any cost to the Shareholders, cause its transfer agent to deliver to the
Shareholders  as soon as possible  (but no later than three  business days after
receipt of the Representation  Letter and stock certificates) stock certificates
in  such  denominations  as  requested  by  the  Shareholder  (the  "Replacement
Certificates").  Each of the  Replacement  Certificates  shall be  issued by the
Company as free  trading  without  any  legends  thereon  and  without any "stop
transfer" noted with respect thereto,  provided,  however,  that for a period of
one year from the date hereof, unless sooner terminated,  the Company shall have
the right to note stop transfer  instructions  in its stock transfer  records in
order to verify the Shareholders' compliance with the limitations set for the in
(i) and (ii) of paragraph 3.

         3.  Notwithstanding  anything herein to the contrary,  the Shareholders
agree  that they  will not  sell,  pledge  or  otherwise  dispose  of any of the
Shareholders  Stock for a period of one year from the date  hereof,  except that
(i) the Shareholders  shall be able to sell up to 156,000 shares of common stock
in the aggregate at any time; (ii) the Shareholders  shall be able to sell up to
an additional  16,667 shares each month in the aggregate with the right to carry
over any unused allocation to any subsequent month(s); and (iii) if requested by
the  Shareholders,  the  shares  covered  by (i) and (ii)  above (up to  356,000
shares) shall be included in any registration  statement  referred to in Section
8.12 of the Share Exchange Agreement. The foregoing restrictions shall lapse one
year from the date hereof.

         4. The foregoing  restrictions  on the sale of the  Shareholders  Stock
does not prohibit (i) gifts to which the proposed  donee agrees in writing to be
bound by all tire provisions of this Agreement prior to the consummation of such
gift, or (ii) transfers by will or the laws of descent, provided that the shares
of  common  stock   received  upon  transfer   thereby  remain  subject  to  the
restrictions set forth herein.

         5. The restrictions set forth in paragraph 3 shall also lapse and be of
no further  effect upon the occurrence of any of the following  events:  (i) the
cessation of the Company's  business;  (ii) the  dissolution of the Company;  or
(iii) the sale of all or substantially all of the Company's assets.

         6. The  limitation on the number of shares which may be sold  hereunder
pursuant to paragraph 3 hereof shall be adjusted  proportionally  to reflect any
stock dividend or stock split effected by the Company

         7. Each of the parties hereto represents and warrants to the other that
it has the requisite power, corporate or otherwise,  and authority to enter into
and perform this Agreement and the transactions  contemplated  hereby;  that the
execution,  issuance  and  delivery of this  Agreement  and the  agreements  and
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate action and no further consent or authorization on behalf of


                                       33
<PAGE>

the parties is required;  that this Agreement  constitutes the valid and binding
obligation  of each of the parties  enforceable  against  each of the parties in
accordance with its terms.

         8. The  parties  hereby  covenant,  each to the other  that it and they
shall execute any further  documentation  as may be required  reasonably to give
effect to this Agreement, the agreements referred to herein and the transactions
contemplated hereby and thereby.

         9. This  Agreement  shall bind and inure to the  benefit of the parties
hereto and their respective heirs, successors and assigns.

         10. This Agreement sets forth the entire  understanding  of the parties
hereto with respect to the subject  matter  hereof,  merges and  supersedes  all
exiting  agreements  among them concerning such subject matter,  and may only be
altered or amended by written instrument duly executed by the party against whom
such alteration or amendment is sought to be enforced.

         11. All notices or other  communications  given or made pursuant hereto
shall be in writing  and shall be deemed  given if  delivered  personally  or by
facsimile or sent by overnight courier to the parties at the following addresses
(or at such  other  address  or  facsimile  number  for the  party  as  shall be
specified by like notice):


                  If to the Company:

                  c/o Loeb & Loeb LLP
                  10100 Santa Monica Boulevard, Suite 2200
                  Los Angeles, CA 90067-4164
                  Attn: David L. Ficksman, Esq.
                  Facsimile No:  (310) 282-2200
                  Telephone No:  (310) 282-2350

                  If to the Shareholders:

                  Martin Rifkin
                  Nutrition Now, Inc.
                  6350 N.E. Campus Drive
                  Vancouver, WA 98661-6877
                  Facsimile No:  (360) 737-3690
                  Telephone No:  (360) 737-6800


         12. This Agreement  shall be governed and construed in accordance  with
the laws of the  State  of  Delaware  applicable  to  agreements  made and to be
performed  entirely within such State.

         13. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.




                                       34
<PAGE>



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


                                           NOVA INTERNATIONAL FILMS, INC.


                                           By:__________________________________
                                              Name:
                                              Title:


                                           _____________________________________
                                           William Rifkin



                                           _____________________________________
                                           Martin Rifkin






























                                       35
<PAGE>

                                    EXHIBIT A



                       RULE 144 (k) REPRESENTATION LETTER


         In order to induce Nova International  Films, Inc. (the "Company"),  to
implement  the  requested  removal of  transfer  restrictions  and to induce the
Company's counsel to render an opinion relating thereto,  and acknowledging that
each of the same  will  rely  hereon,  the  undersigned  hereby  represents  and
warrants as follows:

         1.       The undersigned has read and understands Rule 144.

         2.       The undersigned has beneficially owned ____________  shares of
                  the  Company's  Common Stock  evidenced  by stock  certificate
                  no(s).  _______________,  and they  have been paid for in full
                  for a  period  of at  least  two  years,  in  accordance  with
                  paragraph (d) of Rule 144.

         3.       The undersigned is not now nor has the undersigned been for at
                  least three months prior to the date hereof, an "affiliate" of
                  the  Company as that term is defined in  paragraph  (a) (1) of
                  Rule 144.

         4.       The undersigned  agrees to notify the Company  promptly in the
                  event  that  such   representations   and  warranties   become
                  inaccurate  or   incomplete,   due  to  changes  in  facts  or
                  circumstances, or otherwise.

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
                  Representation Letter on the ___ day of _________, 200__.



                                                 _______________________________
                                                 Print Name


                                                 _______________________________
                                                 Signature






















                                       36