<PAGE>


                                                                 EXHIBIT 10.1

                             DATED 10TH MARCH, 2003

                     INDUSTRIES INTERNATIONAL, INCORPORATED

                                       and

                                    KIT TSUI
           THE SOLE SHAREHOLDER OF LI SUN POWER INTERNATIONAL LIMITED

                                       and

                       LI SUN POWER INTERNATIONAL LIMITED

                                       and


                      WUHAN HANHAI HIGH TECHNOLOGY LIMITED

                                       and


                        WUHAN CITY PUHONG TRADING LIMITED

                                       and


                 SHENZHEN CITY XING ZHICHENG INDUSTRIAL LIMITED

                                       and


                     SHENZHEN KEXUNTONG INDUSTRIAL CO. LTD.

                    -----------------------------------------
                                AGREEMENT FOR THE
                         SALE AND PURCHASE OF SHARES IN
                       LI SUN POWER INTERNATIONAL LIMITED
                   -------------------------------------------

                                 YUEN & PARTNERS
                                   SOLICITORS
                                   10th Floor
                               Chiyu Bank Building
                            78 Des Voeux Road Central
                                    Hong Kong
                              TEL: (852) 2815 2688
                              FAX: (852) 2541 2088



<PAGE>



THIS AGREEMENT is made the 10th day of March, Two Thousand and Three.

BETWEEN:-

1.      INDUSTRIES  INTERNATIONAL,  INCORPORATED,  a company incorporated in the
        State of Nevada, USA and listed in the  Over-the-Counter  Bulletin Board
        under the trading symbol of "INDI" (the "PURCHASER").

2.      KIT TSUI , THE SOLE  SHAREHOLDER OF LI SUN POWER  INTERNATIONAL  LIMITED
        (Holder of Hong Kong Identity Card No. P719321(5)) of 4th Floor, Wondial
        Building,  Keji Road Sth 6, Shenzhen High-Tech  Industrial Park, Shennan
        Blvd, Shenzhen, People's Republic of China (the "VENDOR").

3.      LI SUN  POWER  INTERNATIONAL  LIMITED,  a  company  incorporated  in the
        British  Virgin  Islands  whose  registered  office is situated at Akara
        Bldg., 24 De Castro Street Wickhams Cay I, Road Town,  Tortola,  British
        Virgin Islands (the "BVI COMPANY").

4.      WUHAN HANHAI HIGH  TECHNOLOGY  LIMITED,  a company  incorporated  in the
        People's  Republic  of China,  whose  registered  office is  situated at
        Yuejiaju No. 25, Xudong Road,  Wuchang District,  Wuhan City, China (the
        "PRC 1").

5.      WUHAN  CITY  PUHONG  TRADING  LIMITED,  a  company  incorporated  in the
        People's Republic of China, whose registered office is situated at Yudai
        First Village No. 68, Qiaokou District, Wuhan City, China (the "PRC 2").

6.      SHENZHEN CITY XING ZHICHENG INDUSTRIAL  LIMITED, a company  incorporated
        in the People's  Republic of China,  whose registered office is situated
        at No.  4-702,  Hubei  Baofeng  Garden,  14 Xinzhou  Third Road,  Futian
        District, Shenzhen City, China (the "PRC 3").

7.      SHENZHEN  KEXUNTONG  INDUSTRIAL CO. LTD., a company  incorporated in the
        People's  Republic of China,  whose registered office is situated at 4th
        Floor, Wondial Building,  Keji Road Sth 6, Shenzhen High-Tech Industrial
        Park, Shennan Blvd, Shenzhen, People's Republic of China (the "PRC 4").

PRC  1,  PRC 2,  PRC 3 and  PRC 4 are  collectively  referred  to as  the  ("PRC
COMPANIES").

WHEREAS:-

(A)     WUHAN LIXING POWER SOURCES CO., LTD. is a private enterprise
        incorporated  in the People's Republic of China with registered number
        4201001170274,  whose registered office is situated at Lot 7, Guandong
        Science  Park,  Hongshan  District,  Wuhan  City, People's Republic of
        China  and  has  at  the  date  hereof  an authorized share capital of
        Renminbi  36,786,750.00  of  Renminbi  1.00 per share ("THE COMPANY").

(B)     72.83% of the Company is held by the PRC Companies on trust in favour of
        the BVI  Company  pursuant  to 4  Declarations  of  Trust.  7.95% of the
        Company is held by PRC 1;  2.71% of the  Company is held by PRC 2; 1.92%
        of the Company is held by PRC 3 and 60.25% of the Company is held by PRC
        4.


                                    -Page 2-
<PAGE>


(C)     16.89% of the  Company  is held by 3  state-owned  enterprises and the
        remaining  10.28% is held by 1,000 shareholders all being natural
        persons.

(D)     The BVI Company is the equitable and legal owner of all those properties
        and the  estate,  right,  title,  interest,  property,  claim and demand
        whatsoever as described in SCHEDULE 1 (collectively "THE PROPERTY").

(E)     As at the date of this Agreement, the bank accounts as more particularly
        mentioned  in SCHEDULE 2 represent  all the bank  accounts  ever held or
        maintained by the Company,  and those of its subsidiary  companies,  and
        the companies  more  particularly  mentioned in SCHEDULE 3 represent all
        the subsidiary companies of the Company.

(F)     The  parties  hereto  have  agreed  for the  sale by the  Vendor  to the
        Purchaser  of 100% of the capital  stock of the BVI  Company  ("THE SALE
        SHARES")  for  the   consideration  and  on  the  terms  and  conditions
        hereinafter  appearing and the  consideration  shall be transferred from
        the Purchaser to the Vendor as set out in Clause 3 herein.

NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS :-

1.      AGREEMENT TO SELL AND PURCHASE OF THE SALE SHARE

1.1     In this Agreement,  words and  expressions on the left column  hereunder
        shall bear the  respective  meanings on the  corresponding  parts on the
        right hand column hereunder, unless the context otherwise requires:-

        "ACCOUNTS"                         means the Existing Management
                                           Accounts and the Management Accounts.

       "ACCOUNTS DATE"                     means the 31st December 2002.


       "BVI Company"                       means Li Sun Power International
                                           Limited.

        "EXISTING MANAGEMENT               means the set of management accounts
                                           as prepared by the ACCOUNT" Company
                                           to the BVI Company.

        "COMPANY"                          means Wuhan Lixing Power Sources Co.,
                                           Ltd.


        "COMPLETION"                       means  completion  of the exchange of
                                           the  Sale  Share   pursuant  to  this
                                           Agreement and the  performance by the
                                           parties   hereto   of   the   several
                                           obligations    contained    in   this
                                           Agreement.

        "COMPLETION                        DATE"  means such date as the parties
                                           hereto  may  agree,  but in any event
                                           shall be on or before 10th May 2003.

        "INDI"                             means the Purchaser, Industries
                                           International, Incorporated.


                                    -Page 3-
<PAGE>


        "LAW"                              means the laws of Hong Kong Special
                                           Administrative Region.


        "SECRETARY"                        means the Company Secretary of the
                                           Company.


        "SALE SHARES"                      is defined in Recital F.


1.2     The Vendor shall sell and the Purchaser  shall  purchase the Sale Shares
        free  from  all  charges,  mortgages,  equities,  liens,  hypothecation,
        encumbrances,  and any other adverse  claims and interests  with all the
        right  to all  dividends  hereafter  paid  declared  or made in  respect
        thereof.

2.      CONDITIONS PRECEDENT

        This Agreement is conditional upon:-

          (i)  the  acquisition of the Company is subject to the approval of the
               SEC,  the  NASD,  the  Over  The  Counter  Bulletin  Board or the
               shareholders  of INDI, if required.  The said approval  cannot be
               obtained,  if required,  this  Agreement will be cancelled and no
               damages to be paid to the Vendor;

          (ii) the Board of Directors of the  Purchaser  must be satisfied  with
               the result of its due  diligence  review of the financial and the
               operational aspects of the BVI Company after the auditor performs
               its due diligence search.

3.      CONSIDERATION

          (1)  The   consideration   for  the   purchase   of  the  Sale  Shares
               ("Consideration")  shall be fixed at 6 times of net profit  after
               tax as reported in the audited  financial  statements  of the BVI
               Company  based on United  States  Generally  Accepted  Accounting
               Principles (US GAAP) for the year ended 31st December 2002.

          (2)  The consideration shall be paid to the Vendor as follows:-

               (i)  50% of the  Consideration  shall be paid in cash  within  30
                    days from the Completion Date. If the Purchaser fails to pay
                    the cash payment when due as aforesaid, the Purchaser has an
                    option to settle,  the  payment  in the form of  Convertible
                    Notes issued by the Purchaser,  which are  convertible  into
                    equivalent value of INDI's common stock, calculated based on
                    the average closing bid price between 12th February 2003 and
                    the date of this Agreement; and

               (ii)  50% of the  Consideration  shall be paid on the  Completion
                     Date by issuance of shares of INDI's common stock, with the
                     number  of  shares  to be  issued  calculated  based on the
                     average  closing bid price  between 12th  February 2003 and
                     the date of this Agreement.

          (3)  All  the  INDI   common   stock  to  be  issued  as   payment  of
               Consideration  shall be  restricted  shares  issued in accordance


                                    -Page 4-
<PAGE>

               with  applicable  securities  laws and  regulations of the United
               States.

4.      BUSINESS ACTIVITY, ACCOUNTS AND SPECIAL AUDIT

4.1     The Purchaser shall, at its option, at any time prior to Completion,  be
        entitled  to appoint  its own  accountants  or  auditors  to perform due
        diligence  search and to inspect  and/or study and/or audit the affairs,
        books, accounts,  records,  financial statements and any other documents
        of the BVI Company.

4.2     The Vendor and the BVI Company shall, and it is of essence of this A
        greement that they shall :-

        (a)    give  full   co-operation   and  assistance  to  the  Purchaser's
               accountants or auditors,

        (b)    give to the  Purchaser's  accountants  or auditors full access to
               the books, accounts, records, bank statements,  documents, papers
               and records of the BVI  Company to enable  them to  complete  and
               prepare, in good time before Completion, an audited report.

5. TIME TO BE OF ESSENCE

       Time in every respect shall be of essence of this Agreement.

6.     COMPLETION

6.1  Subject as  hereinafter  provided  Completion  shall take place at the Hong
     Kong Special Administrative Region on the Completion Date between the hours
     of 9:00 a.m. to 5.00 p.m.  or at such other  place and  between  such other
     hours as may be agreed between the parties hereto.

6.2  On  Completion  the Vendor and the BVI Company shall deliver and produce to
     the Purchaser :-

        (a)    duly executed  transfers and contract  notes of the Sale Share in
               favour of the  Purchaser  and/or such  person(s) as the Purchaser
               may  direct  or  nominate,  accompanied  by  the  relative  share
               certificates in respect of the Sale Share;

        (b)    such waivers and/or consents and/or resolutions (whether members'
               or  directors')  as the  Purchaser  may  require  duly  signed by
               members and/or directors;

        (c)    such shares or any  documents of the BVI Company as the Purchaser
               may require to enable the Purchaser and/or its  representative or
               nominee to be registered as holders of the Sale Share;

        (d)    written resolutions of the members and/or of the directors of the
               BVI  Company  and  of  Vendor  (as  the  Purchaser  may  require)
               approving  and/or  ratifying the entering into of this  Agreement



                                    -Page 5-
<PAGE>

               and the due performance thereof;

        (e)    such written  evidence as may be reasonably  satisfactory  to the
               Purchaser to prove that the  directors  of the BVI Company  have,
               before the signing of this Agreement duly made, and will,  before
               and on Completion,  duly make full disclosure of their respective
               interests  in,  of  or in  relation  to  this  Agreement  or  the
               transaction herein contemplated pursuant to the Law, the Articles
               of Association of the BVI Company, and otherwise;

        (f)    the  originals  as well as duly  certified  copies  of the  board
               resolutions of the then existing directors :-

               (i)    revoking all existing authorities to bankers in respect of
                      the operation of its bank accounts and giving authority in
                      favour of such  persons as the  Purchaser  may nominate to
                      operate such accounts;

               (ii)   appointing   such  persons   (within  the  maximum  number
                      permitted by the Articles of Association) as the Purchaser
                      may nominate as directors; and

               (iii)  approving the  registration  of the share transfers of the
                      Sale Shares subject to the same being duly stamped;

        (g)    the Existing  Management Accounts which must show full compliance
               with the terms and conditions of this Agreement;

        (h)    the  statutory  books  of the  BVI  Company  which  must  be duly
               completed and written up to date;

        (i)    all books, accounts, papers and records of the BVI Company;

        (j)    the written  resignations  of all the then existing  directors of
               BVI Company from their directorships with acknowledgements signed
               by each of them in a form  annexed  hereto as  APPENDIX  1 to the
               effect  that  they  have no claim  against  the BVI  Company  for
               compensation  for  loss  of  office,  fees  or  disbursements  or
               otherwise whatsoever;

        (k)    the written  resignations  of the then existing  secretary of the
               BVI  Company  to  take  effect  on the  date of  Completion  with
               acknowledgements  signed  by  him  in a form  annexed  hereto  as
               APPENDIX 1 to the  effect  that he has no claim  against  the BVI
               Company   for   compensation   for  loss  of   office,   fees  or
               disbursements or otherwise whatsoever;

7.      EMPLOYMENT MATTERS

7.1  The BVI Company is not bound nor accustomed to pay any moneys other than in
     respect of remuneration,  or emoluments of employment, or pension benefits,
     to, or for the benefit of; any director officer or employee.

7.2  The BVI Company  has no employee  whose  contract of  employment  cannot be
     terminated by three months' notice.


                                    -Page 6-
<PAGE>

7.3     The BVI Company is not,  and shall not be, under any  obligation  to the
        Secretary or any director of the BVI Company for fees or any  emoluments
        or income or compensation or any other moneys whatsoever.

7.4     The BVI Company is not, except as disclosed herein, a party to :-

        (i)    any  agreement,  arrangement  or scheme  (whether  or not legally
               enforceable) for any payment in connection with retirement, death
               or  disability  to any  person  who is or  has  been a  director,
               officer,  or  employee  of  the  BVI  Company  or a  relative  or
               dependent of such a person;

        (ii)   any  agreement,  arrangement  or scheme  (whether  or not legally
               enforceable)  for profit  sharing or for the payment to employees
               or bonuses or incentive payments or the like;

        (iii)  any collective  bargaining or procedural or other  agreement with
               any trades union or similar association; or

        (iv)   any  obligations  or  ex-gratia  arrangements  to  pay  pensions,
               gratuities, retirement, annuities and benefits periodical sums or
               any compensation to any person.

8.      WARRANTIES UNDERTAKINGS COVENANTS AND INDEMNITIES

8.1     The Vendor and the BVI Company hereby represent,  undertake, warrant and
        covenant to the Purchaser in the terms set out in SCHEDULE 4.

8.2     The  amount of any claim for breach of the  representations,  warranties
        and  undertakings  contained  in this  Agreement  must be  proved by the
        Purchaser.

9.      DEFAULT BY VENDOR

        If the  Vendor  shall,  otherwise  than by reason of the  default of the
        Purchaser, fail to complete the sale of the Sale Share, to the Purchaser
        hereunder  on the  Completion  Date,  the  Vendor  shall  forthwith  (in
        addition and without prejudice to any other rights or remedies available
        to the Purchaser)  return to the  Purchaser,  the deposit and all or any
        part of the  Consideration  paid by the Purchaser  pursuant to Clause 3.
        The provisions hereof shall not preclude the Purchaser from obtaining an
        order for specific  performance and/or damages in lieu of or in addition
        to the remedies provided herein.

10.     DEFAULT BY PURCHASER

        If the  Purchaser  shall,  otherwise  than by reason of the  default  of
        Vendor,  fails to  complete  the  purchase of the Sale Share from Vendor
        hereunder on Completion, the Vendor shall be entitled to obtain an order
        for specific performance and/or damages in lieu of or in addition to the
        remedies provided herein.

11.     TERMINATION BY THE PURCHASER

        In addition to any other  rights and remedies  (under this  Agreement or

                                    -Page 7-
<PAGE>

        otherwise)  which the  Purchaser  may have to  terminate or rescind this
        Agreement, the Purchaser may, at its option, terminate this Agreement by
        notice in writing to the Vendor if :-

        (a)    the Vendor shall fail to complete the sale or the transfer of the
               Sale Share in accordance with the terms of this Agreement, or

        (b)    the Vendor  and/or  the BVI  Company  (or any of them)  shall be
               in breach of Clauses 4, 6, 7 or 8 or any part thereof, or

        (c)    the  Vendor  and/or  the BVI  Company  (or any of them)  being in
               material breach of any of the material  obligations on their part
               or on the part of any of them under this Agreement, or

        (d)    any of the Vendor and/or the BVI Company shall become bankrupt or
               go into  liquidation (as the case may be) or shall commit any act
               of bankruptcy or any proceeding or resolution shall be passed for
               the winding up of the BVI  Company,  or any of the Vendor  and/or
               the BVI Company shall otherwise become insolvent or unable to pay
               his debts,  or a trustee in  bankruptcy or receiver or liquidator
               or similar  officer  shall be  appointed in respect of any of the
               Vendor and/or the BVI Company and/or any of their assets,  or any
               of the Vendor  and/or the BVI Company  shall suffer his assets or
               any significant  part thereof to be seized or levied on execution
               or other process or proceedings.

12.     TERMINATION BY THE VENDOR

        In addition to any other  rights and remedies  (under this  Agreement or
        otherwise)  which the  Vendor  may have to  terminate  or  rescind  this
        Agreement,  the Vendor may, at their option, terminate this Agreement by
        notice in writing to the Purchaser if :-

        (a)    the Purchaser  shall default in payment of the  Consideration  in
               accordance with Clause 3, or

        (b)    The  Purchaser  shall  become  bankrupt  or  commit  any  act  of
               bankruptcy or go into  liquidation  (as the case may be) or shall
               otherwise  become insolvent or a trustee in bankruptcy or similar
               officer  shall be  appointed  in respect of the  Purchaser or the
               Purchaser shall suffer his assets or any significant part thereof
               to  be  seized  or  levied  on  execution  or  other  process  or
               proceedings, or

        (c)    the  Purchaser  shall  be in  material  breach  of  any  material
               obligation   under  this  Agreement   and/or  any  other  written
               agreement  (if any) between the parties  hereto then  existing or
               subsisting.



13. OTHER PROVISIONS ON REMEDIES

        Nothing in this Agreement  precludes  either the Vendor or the Purchaser
        from  bringing  an  action  and/or   obtaining  a  decree  for  specific
        performance either in lieu of damages or in addition thereto.


                                    -Page 8-
<PAGE>

14.     LIABILITIES OF THE PARTIES

        The  obligations  of the Vendor and the BVI Company under this Agreement
        shall be joint and several, and accordingly,  liability on and for every
        obligation  agreement,  acknowledgement,   representation,  undertaking,
        warranty  and/or  covenant on the part of the Vendor and the BVI Company
        shall be joint and several.

15.     OBLIGATION TO PROCURE

        Where any party  hereto is required  under this  Agreement  to procure a
        particular  matter  or  thing  in  relation  to the  BVI  Company,  such
        obligation shall be deemed to include (but not limited to) an obligation
        to exercise  his powers both as an owner  (legal or  beneficial)  of the
        registered  capital of the BVI  Company or any part  thereof and (as the
        case may be) as the director of the BVI Company.

16.     PROPER LAW

        This  Agreement  for all purposes  shall be governed by and construed in
        accordance with the laws of Hong Kong.

17.     SEVERABILITY

        Any  part of  this  Agreement  which  may be held  illegal,  invalid  or
        unenforceable shall be deemed to be severed from this Agreement and does
        not affect the legality,  validity or enforceability of the rest of this
        Agreement.

18.     FURTHER ASSURANCE

        Each party hereto shall  execute and perform,  or procure the  execution
        and performance of, such further  documents and acts as may from time to
        time be required  to make this  Agreement  fully and legally  effective,
        binding  and  enforceable,  or to perfect the  intention  of the parties
        hereto.

19.     NO WAIVER

        No failure by any party hereto to insist upon the strict  performance of
        any term or  condition  of this  Agreement  or to exercise  any right or
        remedy  consequent upon the breach thereof shall  constitute a waiver of
        such breach or any subsequent  breach of such term and condition of this
        Agreement.  A breach,  default,  alteration or modification  under or of
        this Agreement  shall only be waived or effected in writing by the party
        against whom such alleged  waiver,  alteration or modification is sought
        to be enforced.


20.     CUMULATIVE RIGHTS

        All rights and remedies of the parties  hereto under this  Agreement are
        in  addition  to and  without  prejudice  to each other and to all other
        rights and remedies  available  to them under any statute,  at law or in
        equity.


                                    -Page 9-
<PAGE>

21.     CONFIDENTIALITY

        Each of parties hereto undertake to each other that they will not at any
        time hereafter use or divulge or communicate to any person other than to
        their respective officers or employees or  solicitors/accountants  whose
        province it is to know the same or on the  instructions  of the board of
        directors  of the  Vendor or of the BVI  Company,  as  appropriate,  any
        confidential information concerning the business,  accounts,  finance or
        contractual  arrangement or other  dealings,  transactions or affairs of
        the BVI  Company  which may come to their  knowledge  and they shall use
        their best  endeavors to prevent the  publication  or  disclosure of any
        confidential information concerning such matters.

22.     SURVIVAL OF THE PROVISIONS OF THIS AGREEMENT

        All  provisions of this Agreement  shall,  so far as they are capable of
        being  performed  or  observed,   continue  in  full  force  and  effect
        notwithstanding  Completion  except in  respect  of those  matters  then
        already performed or observed.

23.     ASSIGNABILITY

        This  Agreement  is  personal to the parties  hereto,  and  accordingly,
        unless the parties hereto shall otherwise agree in writing,  none of the
        benefits or rights hereunder may be assigned.

24.     COSTS AND EXPENSES

24.1    Each party shall bear its own costs and expenses in connection with this
        Agreement and the transactions  contemplated  hereby except as otherwise
        provided herein.

24.2    All stamp duty and additional  stamp duty  chargeable on the instruments
        of transfer and contract  notes  mentioned in Clause 6 shall be borne by
        the Purchaser.

25.     NOTICES

        Any notice  required to be given  hereunder  may,  without  prejudice to
        other means of service,  be given by telex or facsimile  transmission or
        by sending the same through the post via pre-paid  envelope  (airmail in
        the case of an overseas address) addressed to the party concerned at his
        address above stated or any other address  notified (and expressed to be
        so  notified)  to the other  parties for the purposes of this Clause and
        any  notice so given  shall be deemed to have been  served on the second
        (2nd) day after the day on which it is posted in the case of local  mail
        or  on  the  day  of   transmission  if  given  by  telex  or  facsimile
        transmission  and on the  fifth  (5th)  day after the day on which it is
        posted in the case of  airmail.  In  proving  service by mail it will be
        sufficient  to prove that the  envelope  containing  the notice was duly
        stamped, addressed and posted as aforesaid.

26.     INTERPRETATION AND CONSTRUCTION

26.1    The Schedules and Annexures (if any) hereto form part of this  Agreement
        and shall have the same force and effect as if expressly  set out in the

                                   -Page 10-
<PAGE>

        body of this Agreement and any reference to this Agreement shall include
        the  Schedules  and  Annexures  hereto and any  variation or  supplement
        hereof.

26.2    Unless the context otherwise requires, in this Agreement :-

        (a)    reference to any  legislation  or subordinate  legislation  shall
               include any legislation or subordinate  legislation  which amends
               or replaces it;

        (b)    a body  corporate  shall be deemed to be associated  with another
               body corporate if it is a holding company or a subsidiary of that
               other body corporate or a subsidiary of a holding company of that
               other body corporate; and

        (c)    words  importing  the singular  number  shall  include the plural
               number  and vice  versa  and words  importing  one  gender  shall
               include every other gender.

26.3    References  to Recitals,  Clauses,  Schedules  and  Appendixes  are to
        Recitals,  Clauses,  Schedules  and  Appendixes of this Agreement.

26.4    Headings and the index or table of contents are for convenience only and
        shall not affect the interpretation or construction of this Agreement in
        any way.

26.5    In construing this Agreement:-

        (a)    the rule known as the  ejusdem  generis  rule shall not apply and
               accordingly  general  words  introduced by the word "other" shall
               not be given a  restrictive  meaning  by  reason of the fact that
               they are preceded by words indicating a particular class of acts,
               matters or things; and

        (b)    general words shall not be given a restrictive  meaning by reason
               of the  fact  that  they  are  followed  by  particular  examples
               intended to be embraced by the general words.

26.6    If any of the date or dates  stipulated  for  payment  herein  or if the
        Completion  Date shall  otherwise  fall on a day which is not a business
        day (defined as a day on which licensed banks are opened for business in
        Hong Kong) or shall fall on a day on which typhoon  signal No.8 or above
        or Black  rainstorm  signal is hoisted  in Hong Kong at any time  during
        business hours such date or dates for payment or the Completion Date (as
        the case may be) shall  automatically  be postponed to the next business
        day.

26.7    The  expressions  "the Company," the "BVI Company," the "PRC  Companies"
        (or  each of them  separately),  "the  Vendor"  and/or  "the  Purchaser"
        wherever  used shall (if the context so permits or requires) in the case
        of  individuals  include  the  persons   specifically  named  and  their
        executors and administrators and in the case of a company or corporation
        include the company or corporation specifically named and its successors
        and in the case of persons  holding as  tenants  in common  include  the
        persons  specifically  named  and  any  of  them  and  their  respective
        executors and  administrators  and in the case of the persons holding as
        joint tenants include the persons  specifically  named and the survivors
        or  survivor  of  them  and the  executors  and  administrators  of such
        survivor.


                                   -Page 11-
<PAGE>



Schedule 1 - Property - Omitted
Schedule 2 - Bank Accounts of the Company - Omitted
Schedule 3 - Subsidiary Companies of the Company - Omitted
Schedule 4 - Representation, undertakings, Warranties and Covenants
             by the Vendor and the BVI Company - Omitted
Appendix 1 - Forms of Resignations - Omitted
Copies of Schedules 1-4 and Appendix 1 are available upon request.







                                   -Page 12-
<PAGE>


As witness the hands of the parties hereto the day and year first above written.

SIGNED BY INDUSTRIES INTERNATIONAL,         )
INCORPORATED by its director                )
                                            )
(Holder of                                  )
No.            ) in the presence of :-      )





SIGNED BY KIT TSUI, THE SOLE                )
              ----                          )
SHAREHOLDER OF LI SUN POWER                 )
INTERNATIONAL LIMITED                       )
(Holder of Hong Kong Identity Card          )
No. P719321(5)) in the presence of :-       )





SIGNED BY LI SUN POWER INTERNATIONAL        )
LIMITED by its director                     )
                                            )
(Holder of                                  )
No.            ) in the presence of :-      )




SIGNED BY                                   )
Wuhan Hanhai High Technology Limited        )
by its director                             )
(Holder of                                  )
No.            ) in the presence of :-      )





SIGNED BY                                   )
Wuhan City Puhong Trading Limited           )
by its director                             )
(Holder of                                  )
No.            ) in the presence of :-      )




                                   -Page 13-
<PAGE>

SIGNED BY                                                     )
Shenzhen City Xing Zhicheng Industrial Limited                )
by its director                                               )
(Holder of                                                    )
No.                     ) in the presence of :-               )






SIGNED BY                                                     )
Shenzhen Kexuntong Industrial Co. Ltd.                        )
by its director                                               )
(Holder of                                                    )
No.                     ) in the presence of :-               )






SIGNED BY COMPANY by its director                             )
                                                              )
(Holder of                                                    )
No.                     ) in the presence of :-               )




                                   -Page 14-
<PAGE>