SHARE EXCHANGE AGREEMENT

         THIS SHARE  EXCHANGE  AGREEMENT,  dated as of the 5th day of March 2003
(the "Agreement"), is by and among Visions In Glass, Inc. a Delaware corporation
(the "Company");  Yarek Bartosz (the  "Shareholder")  on the one hand; and Guofu
Dong,  Liping Xie,  Qizhou Wu, Tse Yiu Wong and Hanlin Chen  (collectively,  the
"Sellers");  and Great Genesis Holdings Limited,  a corporation  organized under
the laws of Hong Kong Special Administrative Region of China ("Genesis"), on the
other hand.

                              W I T N E S S E T H:

         WHEREAS,  the  Sellers  presently  own all of the  capital  stock  (the
"Genesis  Shares")  of Genesis  which in turn owns all of the  capital  stock of
Jilong Enterprises Investment Corp. Ltd., a Hong Kong Company ("Jilong"). Jilong
in turn owns  interests in four  Genesis-foreign  joint ventures as described on
Item 3.1 to the Disclosure Schedules.

         WHEREAS,  the  Company  desires to acquire  from the  Sellers,  and the
Sellers  desire to sell to the  Company,  the Genesis  Shares in  exchange  (the
"Exchange") for the issuance by the Company of an aggregate of 20,914,250  (post
split) shares (the "Company  Shares") of the Company's  common stock,  par value
$0.0001  per share (the  "Company  Common  Stock")  to be issued to the  Sellers
and/or their  designees,  on the terms and  conditions  set forth below which is
after giving effect to a forward split of 3.5 to 1 (the "Split").

         WHEREAS,  the Company  currently has 18,525,500  shares of common stock
issued and outstanding.  After giving effect to the Exchange, the Split, and the
cancellation of 17,424,750 by the Shareholder (the "Cancellation"),  the Company
shall  have   approximately   22,015,000  shares  of  Common  Stock  issued  and
outstanding as of the consummation of the Exchange .

         WHEREAS,  the  Shareholder  is the sole  officer and  director  and the
principal  shareholder  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 / DEPOSIT OF FUNDS

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

            (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

<PAGE>

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

         1.2 Time and Place of Closing.  Notwithstanding  anything herein to the
contrary,  the closing of the transactions  contemplated  hereby (the "Closing")
shall  take  place  at the  offices  of Loeb & Loeb  LLP  concurrently  with the
execution of this Agreement (the "Closing Date").

         1.3 Deposit of Funds.

            (i) Sellers have  previously  deposited  US$ 50,000 (the  "Deposit")
into the trust  account of Loeb & Loeb LLP.  The Deposit will be refunded to the
Sellers only in the event that (a) the Company fails to have 400 stockholders of
record by March 3, 2003, (b) without affecting the rights of the parties hereto,
the  Company  notifies  the  Sellers in writing of the  Company's  desire not to
consummate  the Exchange  because of an issue  arising  during the Company's due
diligence  review of Jilong that can not be cured to the Company's  satisfaction
within a  reasonable  time  period,  or (c) the  Company  is unable to close the
Exchange  solely as a result of the Company's  failure to satisfy the conditions
precedent to Closing  that are  applicable  to the Company.  The Deposit will be
immediately  deliverable  to the Company  upon the earlier of the closing of the
Exchange or the  occurrence  of an event that is not  specified  in subparts (a)
through (c) of this paragraph that results in the termination of the Agreement.

            (ii)  On the  Closing  Date,  the  Sellers  shall  transfer  by wire
transfer  funds in the amount of $200,000.  If, by the Closing Date, the Company
does not have at least 400  shareholders  each of whom owns at least 100  shares
and assuming the Sellers do not elect to exercise their rights to terminate this
Agreement  by reason of the  failure of the  Company to satisfy  Section  6.2(g)
hereof, the amount due and payable shall be reduced to $150,000 and shall not be
paid until such time as the Company has at least 400 round lot stockholders.

            (iii)  Within ten  business  days of the Closing  Date,  the Sellers
shall transfer by wire transfer  funds of $70,000 (the  "Escrowed  Funds") to be
deposited in the client trust  account of Loeb & Loeb LLP (the "Escrow  Agent").
The Escrowed Funds shall be held in escrow pending the  commencement  of trading
of the Company's  common stock on the Nasdaq Stock Market.  The  disbursement of
the Escrowed Funds shall be governed by a definitive Escrow Agreement to be in a
form mutually  acceptable to and duly executed by the appropriate parties on the
Closing Date of the Exchange. The Escrowed Funds will be immediately deliverable
on the date the  Company's  common stock  commences  trading or the Nasdaq Stock
Market.  The  Escrowed  Funds shall only be returned to the Sellers in the event
that it is  determined  that listing on the Nasdaq  Stock  Market is  impossible
because of a matter relating solely to the Company or the Shareholder that arose
prior to the Closing Date of the Exchange.

            (iv) All funds to the extent  payable  pursuant to this  Section 1.3
shall be paid to the Shareholder in consideration of the Cancellation.


                                       2
<PAGE>

                                   ARTICLE II

                REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
                                 THE SHAREHOLDER

         The Company and the  Shareholder  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.  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.  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  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.


                                       3
<PAGE>

         2.3  Capitalization.  The  authorized  capital  stock  of  the  Company
immediately  prior to giving  effect  to the  transactions  contemplated  hereby
consists of  80,000,000  shares of Common Stock par value  $.0001 per share,  of
which 18,525,000 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 December  31, 2002 and 2001 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 Armando C.  Ibarra,  certified  public  accountants,  and the balance
sheet of the  Company  at  September  30,  2002 and the  related  statements  of
operations  and deficit,  stockholders'  deficiency  and cash flows for the nine
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.

         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


                                       4
<PAGE>

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 is a party.

            (b) Neither the Company 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  law,  ordinance,  rule,
regulation, court or administrative order, decree or process, or any requirement
of insurance  carriers.  The Company has not received any notice of violation or
claimed violation of any such law, ordinance,  rule, regulation,  order, decree,
process or requirement.

         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


                                       5
<PAGE>

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.

         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.  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,


                                       6
<PAGE>

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 (the  "Act"),  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.

         2.21 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
Company 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.

         2.21 Representations and Warranties. The representations and warranties
of the Company 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 III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The Sellers  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 Genesis and Jilong 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 Genesis and Jilong 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 Jilong or Genesis, as the case may be.


                                       7
<PAGE>

            (b) Genesis 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 Genesis, all
the  outstanding  equity interest in 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  Genesis 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 Genesis.

            (c) Each of the  Sellers and  Genesis  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 Genesis
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 Genesis,  enforceable  against each of the Sellers and Genesis 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  Genesis  and  the  consummation  of the
transactions  contemplated  hereby  do not  and  shall  not (a)  contravene  the
governing documents of said Seller or Genesis, 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
Genesis, any of the Subsidiaries,  or any Seller is a party or by which Genesis,
any of the  Subsidiaries,  or any Seller or any of their  respective  assets are
bound, or any judgment, order or decree, or any law, rule or regulation to which
Genesis 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 Genesis or any of the  Subsidiaries,
(iii)  terminate  or give any party the right to  terminate,  amend,  abandon or
refuse to perform any material  agreement,  arrangement  or  commitment to which
Genesis or any of the  Subsidiaries is a party or by which Genesis or any of the
Subsidiaries 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  Genesis  or any of the  Subsidiaries  are 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 authorized and issued share capital of Genesis
consists  of  HK$78,000.  Set forth  Schedule 1 is a list of all  holders of the
equity of Genesis,  setting  forth their names,  addresses  and number of shares
owned as of the Closing.  All of the outstanding  shares of Genesis are, and the
Genesis Shares when  transferred in accordance  with the terms hereof,  will be,
duly authorized, validly issued, fully paid and nonassessable, and have not been


                                       8
<PAGE>

or, with respect to Genesis Shares,  will not be transferred in violation of any
rights of third parties. The Genesis 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 Genesis 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 Genesis 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 Genesis Shares by
the Sellers,  as contemplated by this Agreement,  will be sufficient to transfer
good and marketable record and beneficial title to the Genesis Shares,  free and
clear of liens, claims, encumbrances, and restrictions of any kind.

         3.4 Financial  Statements.  The Sellers have delivered to the Company a
copy of the draft audited  consolidated balance sheets of Jilong at December 31,
2001 and 2002 and the related statements of operations, stockholders' equity and
cash  flows  for  the  years  then  ended,  including  the  notes  thereto  with
convenience  conversion into US dollars (all such  statements  being the "Jilong
Hong Kong Financial  Statements").  The Jilong Hong Kong  Financial  Statements,
together with the notes thereto, have been prepared in accordance with generally
accepted Hong Kong accounting standards applied on a basis consistent throughout
all the years presented.  Such Statements  present fairly the financial position
of Jilong as of the dates and for the years indicated.  The books of account and
other  financial  records of Jilong have been maintained in accordance with good
business  practices.  All of the financial  statements to be delivered  pursuant
hereto will be complete and accurate and present  fairly the financial  position
of Jilong  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,  except  that  certain  adjustments  may be  required  to  convert  the
financial statements to United States generally accepted accounting principals.

         3.5 Further Financial  Matters.  Except as set forth in Item 3.5 of the
Disclosure  Schedule,  neither  Genesis  nor  Jilong  have  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 Jilong Hong
Kong Financial Statements.

         3.6 Taxes. Jilong 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 Jilong  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 Jilong  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
Jilong has been audited or,  presently under audit. All taxes and any penalties,


                                       9
<PAGE>

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,  Jilong 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
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 Jilong 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 Jilong and in the Jilong Financial
Statements.

         3.7 Indebtedness; Contracts; No Defaults.

            (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 Jilong is a
party  (collectively,  the  "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 $500,000  and has been entered into by Jilong in the
ordinary  course of business.  The  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  Disclosure  Schedule,
Jilong nor, to Sellers'  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 Jilong 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 Jilong,
or, to the knowledge of the Sellers, any other person or entity.  Jilong 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.

         3.8 Compliance with Law.

            (a) Jilong is conducting  its business 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  Jilong,  has not received any notice of violation or claimed
violation of any such law, ordinance,  rule, regulation,  order, decree, process
or requirement.


         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 Jilong as  reflected  in the  Jilong
Financial Statements,  (b) any material loss sustained by Jilong, including, but
not limited to any loss on account of theft, fire, flood, explosion, accident or


                                       10
<PAGE>

other  calamity,  whether or not insured,  which has  materially  and  adversely
interfered,  or may  materially and adversely  interfere,  with the operation of
Jilong's,  business,  (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 Jilong.

         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 Genesis or
Jilong or the business of Jilong 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 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  Genesis or the  business of
Jilong; and

            (c) neither  Genesis nor Jilong 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  Brokers.  Except  as set  forth  on Item  3.11 of the  Disclosure
Schedule,  all  negotiations  relative to this  Agreement  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.

         3.12 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.

            (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.


                                       11
<PAGE>

         3.13 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.

         3.14 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 Genesis Shares for the Company Shares.

         3.15 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.

         3.16 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 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.

         3.17 Representations and Warranties. The representations and warranties
of the Sellers 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  Shareholder.  The Company and the
Shareholder  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 by reason of, arising out of, or in


                                       12
<PAGE>

connection with, any material breach of any representation or warranty contained
in the  Agreement  made by the  Company or the  Shareholder  or any  document or
certificate  delivered  by the  Company  or the  Shareholder  pursuant  to  this
Agreement or in connection with the transaction  contemplated hereby. All claims
to be asserted hereunder must be made by the first anniversary of the Closing.

         4.2 Indemnity of the Sellers. Each of the Sellers 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 or in any
document or  certificate  delivered  by the  applicable  Seller  pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
hereby, it being understood that each Seller shall have responsibility hereunder
only for the  representations  and warranties made by such Seller. All claims to
be asserted hereunder must be made by the first anniversary of the Closing.

         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) certificate 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;


                                       13
<PAGE>

            (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 Directors;

            (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;

            (i) certificates  representing  20,914,250  shares to the Sellers or
their   designees   of  the  $0.0001  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 Genesis Shares to
the Company 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:


                                       14
<PAGE>

            (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.

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

            (a) The Shareholder  shall has paid all of the costs and expenses of
the  Company  associated  with the  acquisition  of the  Genesis  Shares  by the
Company.

            (b) As of the  Closing,  the  Company  shall  have no assets  and no
liabilities whatsoever, contingent or otherwise.

            (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 Split.

            (e) The Cancellation shall have been completed.

            (f) the Company  shall have issued to  designees  of the Sellers one
year warrants (the "Warrants") to purchase up to 550,375 shares of the Company's
Common Stock at an exercise price of $1.36 per share. The Warrants shall be on a
form customary form transaction of this type.

            (g) The Company shall have at least 400  stockholders  of record who
each own at least 100 shares (on a post split basis).

         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  Sellers  shall have paid all of the costs and  expenses  of
themselves  associated  with this  Agreement and the  transactions  contemplated
hereby.

            (b) The deposits  shall have been made and disbursed as set forth in
Section 1.3 above.


                                  ARTICLE VII

                                   TERMINATION

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

                                       15
<PAGE>

            (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 March 5, 2003  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
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.

                                       16
<PAGE>

         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 Shareholder:

                  9521 21st Street S.E.
                  Calgary Alberta
                  Canada T2C 4B1
                  ATTN: Yarek Bartosz

                  cc:      George L. Diamond
                           Snell, Brannian & Wylie PC
                           8157 North Central Expressway, Suite 1800
                           Dallas, Texas 75206

                  If to the Sellers:

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

                  Loeb & Loeb LLP
                  10100 Santa Monica Boulevard, Suite 2200
                  Los Angeles, California 90067
                  ATTN: David L. Ficksman

         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.


                                       17
<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
and their  designees,  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,  and their designees.  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.





                                       18
<PAGE>


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


                                                  VISIONS IN GLASS, INC.


                                                  By:___________________________
                                                     Yarek Bartosz
                                                     President


                                                     ___________________________
                                                     YAREK BARTOSZ




                                                  GREAT GENESIS HOLDINGS LIMITED


                                                  By:___________________________





                                                  ______________________________
                                                  GUOFU DONG

                                                  ______________________________
                                                  LIPING ZIE

                                                  ______________________________
                                                  QIGHOU WU

                                                  ______________________________
                                                  TSE YIU (ANDY) WONG

                                                  ______________________________
                                                  HANLIN CHEN




                                       19
<PAGE>

                                   SCHEDULE I


 Seller's and Designee's Name        Allocation of      Number of Company Shares
        and Address                  Genesis Shares     ------------------------
        -----------                  --------------

Guofu Dong                               2,340                    627,429
Apt. #1408, No. 297-2
Jiahe Rd. Kaiyuan District
Xiamen, China

Liping Xie                               3,900                  2,091,425
No.9 - 1, Tongfengdi Lane
Siming District
Xiamen, China

Qizhou Wu                                3,900                  2,195,996
No.50 Ningchuan Rd.,
Ningbo, China

Tse Yiu (Andy) Wong                      3,900                  1,359,426
10m, Hipho Bldg.
Hipho St. Kwun Tong
Hong Kong

Hanlin Chen                             63,960                 13,280,547
No.9--1, Tongfengdi Lane
Siming District
Xiamen, China

Shaobo Wang                                                       731,998
Apt.#12-300, No. 27
Yongchang Rd.
Chaoyand District
Changchun City, China
                                                                  627,429
Shengbin Yu
Apt #101, Gate 3 Bldg.6
Meitai Lane
Shashi District
Jingzhou Hubei, China





                                       20
<PAGE>


                          DISCLOSURE SCHEDULE - COMPANY



                                    ITEM 2.4
                              FINANCIAL STATEMENTS
                                 See SEC Filings


























                                       21
<PAGE>

                                    ITEM 2.16
                                     BROKERS

None
































                                       22
<PAGE>

                                    ITEM 3.1
                       DISCLOSURE SCHEDULE - SUBSIDIARIES

         Great Genesis  Holdings Limited owns all of the capital stock of Jilong
Enterprises  Investment Corp. Ltd. (except for a nominee  shareholder)  which in
turn holds the following  interests in the following joint ventures organized in
the People's Republic of China.


----------------------------- -------------------------- -----------------------

Jiulong Co. Ltd.                                         as to 81%
----------------------------- -------------------------- -----------------------

HengLong Co. Ltd                                         as to 42%
----------------------------- -------------------------- -----------------------

JinBei Heng Long                                         as to 55%
----------------------------- -------------------------- -----------------------

HengLong Wan An Co. Ltd.                                 as to 51%
----------------------------- -------------------------- -----------------------























                                       23
<PAGE>

                                    ITEM 3.5
                              MATERIAL LIABILITIES

None































                                       24
<PAGE>



                                    ITEM 3.7
                            MATERIAL AGREEMENTS ETC.

None































                                       25
<PAGE>

                                    ITEM 3.10
                                 LITIGATION ETC.

None




























                                       26
<PAGE>


                                    ITEM 3.11
                                  BROKERS ETC.

None




























                                       27