**EXHIBIT
1.1**
 
 LETTER
OF INTENT
 
 THIS
BINDING LETTER OF INTENT (the “LOI”), is made this 11th day of January 2005, by
Worldteq Group International, Inc. (“WTEQ”), a Nevada corporation, the persons
executing this LOI listed on the signature page, (herein referred to as “WTEQ)
and Harbin Yinhai Technology Development Company Ltd. ("YHT"),
a corporation formed ac cording
to the laws of P.R.China. This LOI sets forth the terms and conditions upon
which WTEQ shall enter into a binding acquisition agreement with YHT .
 
 TERMS
 
 WTEQ
confirms that it currently has 40,706,190 shares of common stock outstanding
("common stock") which are planned to reverse split one for thirty (30 for 1)
yielding an aggregate issued and outstanding shares total of 1,356,873. WTEQ and
YHT contemplate an acquisition whereby WTEQ shall issue 10,000,000 shares of
Common Stock to YHT shareholders as consideration for the purchase of their
shares of YHT. The resulting capitalization structure will provide YHT ownership
of approximately 90% of the then outstanding common stock. WTEQ pledges that no
new shares will be issued to other parties exce pt YHT
unless this LOI is cancelled, except for a professional fee of approximately
220,000 shares (Post re-structure) currently payable to
consultants.
 
 All
convertible preferred WTEQ stock ("preferred stock") will also be included in
the planned reverse split of one for thirty (30 to 1), which convert into common
stock at a ratio of 1:1. In
addition, Jeffrey
Lieberman, CEO of WTEQ, will agree to adjust his outstanding options to purchase
2,000,000 shares of common stock at an exercise price of $0.13 per share to
purchasing 66,667 shares of common stock at an exercise price of $1.50 per
share, and Brian Rosinski, VP of Sales of WTEQ, will agree to adjust his
outstanding options to purchase 350,000 shares at an exercise price of $0.13 per
share to purchasing 11,667 shares of common stock at an exercise price of $1.50
per share. WTEQ further guarantees that there are no additional outstanding
options or toxic pill convertible debentures.
 
 WTEQ will
issue 10,000,000 (post-split) new shares to YHT shareholders in connection with the plan of
exchange with YHT.
 
 The above
purchase and issuance will give YHT a
'controlling interest' in WTEQ representing approximately 90% of the
issued and outstanding shares.
YHT will
maintain WTEQ's active trading status on the NASD’s Over-the-Counter Bulletin
Board quotation market.
 
 WTEQ will
prepare and file the necessary Securities and Exchange Commission ("SEC")
filings, including Forms 8-K. WTEQ will make all appropriate shareholder
notifications in connection with the merger. YHT will
pay all filing and compliance costs including their financial audits. YHT will
also prepare the Plan of Exchange for this transaction.
 
 Initials:____
____
  
 YHT
agrees to provide audited financial statements of 2004 ("Audit Report") before
the closing date, which is expected on March 9, 2005 (the "Closing"). This will
be performed by a PCAOB member audit firm at YHT's expe nse. If
YHT fails to provide Audit Report before the Closing, WTEQ shall have the
unilateral right to rescind all agreements.
 
 If
holders of WTEQ stock are entitled to dissenter’s rights in connection with any
action of WTEQ required to be completed prior to the Closing under General
Corporation Law of the State of Nevada, WTEQ shall satisfy and pay such
obligation to the Dissenting Shareholder immediately prior to, as an express
condition to, the Closing.
 
 1
 
 WTEQ
and/or its designated representatives shall complete a satisfactory review of
the business and financial statements of YHT
prior to the Closing.
 
 WTEQ will
eliminate all known or potential liabilities of WTEQ as
of the closing date . This will
include, but is not limited to, any notes payable, accounts payable, shareholder
loans or accrued expenses, as well as any liabilities shown on its last
quarterly report filed with the Securities and Exchange Commission prior to the
Closing. The
shareholders signing below will indemnify YHT c oncerning
any known or unknown liabilities of WTEQ, which may arise following the
acquisition for a period of three years after the Closing.
 
 WTEQ will
be responsible for the equity restructure to guarantee that YHT will have
approximately 90% of WTEQ after the Closing.
 
 In
Conjunction with this Agreement, WTEQ and certain WTEQ shareholders and/or third
parties shall enter into a separate agreement.
 
 All
deposits and payments are non-refundable so long as WTEQ certifies that the
liabilities have been settled prior to the Closing. (Certification should
include written statements by the Company's legal counsel and independent
accountants). However, if WTEQ fails to settle all known or potential
liabilities prior to the Closing, all deposits and payments made by YHT will be
refunded. All currency amounts are in U.S. dollars.
 
 WTEQ
founding principals will retain the right to future use of the name Worldteq
Group International, Inc. if the new management changes the corporate name.
 
 The final
acquisition shall be approved by both company’s board of directors. The final
date of acquisition shall be no later than March 9, 2005 unless extended in
writing by both parties.
 
 Due
diligence review - immediately upon signing this LOI, both parties shall have 30
days for completion of due diligence.
 
 Controlling
law - this LOI shall be construed under the laws of North
 Carolina.
 
 This LOI
is binding and enforceable by both parties.
 
 Initials:____
____
 
 IN
WITNESS WHEREOF, the parties have executed this LOI on the date first above
written.
 
 
 
 Worldteq
Group International, Inc. ("WTEQ")
 
 By:
/s/ Jeffrey Lieberman
 Jeff
Lieberman,
 President,
Chief Executive Officer,
 Treasurer,
and Chairman of the Board
 
 
 
 Harbin
Yinhai Technology Development Company Ltd. ("YHT ")
 
 By:
/s/ Ling Tian
 Ling
Tian
 President
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