LAM SW INC
NEW EPOCH PURCHASE AND SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>NEW EPOCH PURCHASE AND SALE AGREEMENT
<TEXT>




DATED: 24 June 2000

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Sale and Purchase
Agreement
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between


Hang Fung Gold Technology Limited

Quality Prince Limited




and



New Epoch Holdings International Limited




relating to




the sale and purchase of 49.9% of the issued share capital
of New Epoch Information (BVI) Limited








SIMMONS & SIMMONS

35th Floor  Cheung Kong Center,  2 Queen's Road  Central Hong Kong
Tel: (852) 2868 1131  Fax: (852) 2810 5040  DX 009121 Central 1    13 April 1999

<PAGE>


                                    CONTENTS



1.       INTERPRETATION

2.       TRANSACTION

3.       CONDITIONS

4.       COMPLETION

5.       WARRANTIES AND UNDERTAKINGS OF THE PURCHASER

6.       DUE DILIGENCE

7.       WARRANTIES AND UNDERTAKINGS OF THE SELLER

8.       PRE-COMPLETION OBLIGATIONS OF THE PURCHASER

9.       PRE-COMPLETION OBLIGATIONS OF THE SELLER

10.      RIGHT OF FIRST REFUSAL

11.      MISCELLANEOUS  2

12.      NOTICES

13.      CONFIDENTIALITY 4

14.      COSTS AND EXPENSES

15.      GOVERNING LAW AND SERVICE AGENTS

SCHEDULE 1 : THE SHAREHOLDING STRUCTURE OF N GROUP  7

<PAGE>



THIS AGREEMENT is dated 24 June 2000 and made
BETWEEN:

(1)  Hang Fung Gold  Technology  Limited (the  "Purchaser" or "HFG"),  a company
     incorporated  in  Bermuda  and having its  registered  office at  Clarendon
     House, 2 Church Street, Hamilton HM11, Bermuda;

(2)  New  Epoch  Holdings   International  Limited  (the  "Seller"),  a  company
     incorporated in the British Virgin Islands and having its registered office
     at P.O.  Box 957,  Offshore  Incorporations  Centre,  Road  Town,  Tortola,
     British Virgin Islands; and

(3)  Quality  Prince  Limited,  a company  incorporated  in the  British  Virgin
     Islands  and  having its  registered  office c/o  TrusNet  (British  Virgin
     Islands) Limited,  TrustNet  Chambers,  P.O. Box 3344, Road Town,  Tortola,
     British Virgin Islands ("QPL").


Background:

(A)  The Seller is the legal and  beneficial  owner of the Purchased  Shares (as
     defined below).

(B)  The Purchaser has at the date of this Agreement an authorised share capital
     of HK$80,000,000,  consisting of 8,000,000,000  shares of HK$0.01 each (the
     "Shares"),  of which  3,150,000,000  Shares  have been issued and are fully
     paid and are listed on the Stock Exchange (as defined below).

(C)  The Seller has agreed to sell and the  Purchaser has agreed to purchase the
     Purchased Shares (the "Purchase").

(D)  As  consideration  for the Purchase,  the Purchaser has agreed to allot and
     issue to the Seller the  Consideration  Shares  (as  defined  below) on and
     subject to the terms and conditions set out in this Agreement.

(E)  Application  will be made to the Stock  Exchange on behalf of the Purchaser
     for the listing of, and permission to deal in, the Consideration Shares.


IT IS HEREBY AGREED:-

1.   INTERPRETATION

In this  Agreement,  including  the Recitals and the  Schedules,  the  following
expressions  shall have the  following  meanings,  unless the context  otherwise
requires:-

"Business  Day" means any day (excluding a Saturday) on which banks in Hong Kong
are generally open for banking business;

"CCASS" means the Central  Clearing and Settlement  System operated by Hong Kong
Securities Clearing Company Limited;

"Completion" means completion of the Transaction under this Agreement  whereupon
the  obligations set out in Clause 4 shall be performed by the Purchaser and the
Seller;
<PAGE>

"Completion  Date" means on a date no later than seven  Business  Days after the
date upon  which the  conditions  set out in Clause 3.1 have been  fulfilled  or
waived,  or such other date as the  Purchaser and the Seller may (subject to the
fulfilment or waiver of the conditions set out in Clause 3.1) agree;

"Consents" includes any licence, consent, approval,  authorisation,  permission,
waiver, order or exemption;

"Consideration"  means the total consideration  payable by the Purchaser for the
Purchase, being HK$186,626,000;

"Consideration  Shares" means 1,632,000,000 new Shares to be allotted and issued
by the Purchaser to the Seller pursuant to this Agreement;

"Executive"  means the executive  director of the Corporate  Finance Division of
the SFC from time to time and any delegate of the executive director;

         "HFG Group" means the Purchaser and its Subsidiaries;

"HK Dollars" or "HK$"      means Hong Kong dollars, the lawful currency of Hong
Kong;

"Hong Kong" means the Hong Kong Special Administrative Region of the People's
Republic of China;

"Listing Rules" means the Rules Governing the Listing of Securities on the Stock
Exchange, as amended from time to time;

"Loan"  means the HK$50  million  loan  facility  to be advanced by HFG to N Ltd
pursuant to the Loan Agreement;

"Loan Agreement" means the agreement of even date between HFG (as lender) and N
Ltd (as borrower) in relation to the Loan;

"Management Accounts" means unaudited  consolidated  management accounts for the
period up to the end of the second  calendar  month  immediately  preceding  the
month in which Completion takes place;

"N Group" means N Ltd, N Information and China International Electronic Commerce
(HK) Limited, in which N Information has a 49 per cent. equity interest;

"N Information"  means New Epoch  Information  Company  Limited,  a wholly-owned
subsidiary of N Ltd;

"N Ltd" means New Epoch Information (BVI) Limited, a wholly-owned  subsidiary of
the Seller;

"Parties"  means the parties to this Agreement and their  respective  successors
and permitted assigns;

"Purchase" has the meaning ascribed thereto in Recital (C);

"Purchased  Shares" means 499 shares of US$1.00 each,  representing 49.9% of the
issued share capital of N Ltd and "Remaining Shares" means 501 shares of US$1.00
each representing the remaining 50.1% of the issued share capital of N Ltd;

"Purchaser Warranties" means the warranties given by the Purchaser as set out in
Clause 5.1;
<PAGE>

"Right of First Refusal" means the right to purchase the Remaining  Shares which
is exercisable by the Purchaser in the circumstances set out in clause 10;

"SFC" means the Securities and Futures Commission of Hong Kong;

"Seller  Warranties"  means  the  warranties  given by the  Seller as set out in
Clause 7.1;

"Shares" has the meaning ascribed thereto in Recital (B);

"Stock Exchange" means The Stock Exchange of Hong Kong Limited;

"Subsidiary" has the meaning ascribed thereto under Section 2 of the Companies
Ordinance (Cap. 32 of the Laws of Hong Kong);

"Takeover Code" means the Hong Kong Code on Takeovers and Mergers;

"Transaction"   means  the  Purchase  and  the   allotment   and  issue  of  the
Consideration Shares;

"United States" means the United States of America (including the States and the
District of Columbia), its territories,  its possessions and other areas subject
to its jurisdiction; and

"US$" means US dollars, the lawful currency of the United States of America.

References to Recitals,  Clauses and  Sub-clauses  or Schedules are to recitals,
clauses and  sub-clauses  of or schedules to this Agreement and the Recitals and
the  Schedules  shall form part of this  Agreement and shall have the same force
and effect as if expressly set out in the body of this Agreement.

The headings are for convenience only and do not affect  interpretation  of this
Agreement.

Unless the context otherwise requires:-

words in the singular include the plural, and vice versa;

words importing any gender include all genders;

a reference to a "person"  shall be  construed so as to include any  individual,
firm,  business,  company,  body corporate or  unincorporated or other juridical
person,  government,  federation,  state or agency thereof or any joint venture,
association,  partnership  or  trust  (whether  or  not  having  separate  legal
personality);

a reference  to a "company"  shall be  construed  so as to include any  company,
corporation  or other body  corporate,  wherever  and  however  incorporated  or
established; and

a  reference  to a  statute  or  statutory  provision  shall be  construed  as a
reference:- to that statute or provision as from time to time amended,  modified
or re-enacted; to any repealed statute or statutory provision which it re-enacts
(with or without modification);

to any orders,  regulations,  instruments or other subordinate  legislation made
under the relevant statute or statutory provision.

References to writing shall include any modes of reproducing  words in a legible
and non- transitory form.

Reference to a time of the day is to Hong Kong time.

2.   TRANSACTION

Subject  to and upon the terms and  conditions  set out in this  Agreement,  the
Seller agrees to sell and the Purchaser agrees to purchase the Purchased Shares,
and the Purchaser agrees to allot and issue the Consideration Shares (subject to
the Memorandum of Association and Bye-laws of the Purchaser) upon Completion.

3.   CONDITIONS

Completion is conditional upon the following conditions having been fulfilled in
accordance with Clause 3.3:-

the  shareholders of the Purchaser  having approved in general meeting the Loan,
the  Purchase  and the  allotment  and  issue  of the  Consideration  Shares  in
accordance with the terms of this Agreement,  with such shareholders  abstaining
from voting as may be so required by law, the Listing  Rules,  the Takeover Code
or by the Stock Exchange and/or the SFC;

the Stock  Exchange  having  approved the listing of, and permission to deal in,
the Consideration Shares;

the Bermuda  Monetary  Authority  having given its consent (if  required) to the
allotment and issue of the Consideration Shares;

all other Consents (if any) which are required or  appropriate  for the entering
into or the  performance  of  obligations  under this  Agreement  by the Parties
having been obtained,  including, without limitation, the Consents (if required)
of the  shareholders  of the  Seller,  the  Stock  Exchange  and the SFC and all
filings with any  relevant  governmental  or  regulatory  authorities  and other
relevant third parties  (including  without limitation courts and banks) in Hong
Kong, Bermuda,  the United States or elsewhere which are required or appropriate
for the entering into and the  implementation of this Agreement having been made
and such Consents (if any) remaining in full force and effect and there being no
statement,  notification or intimation of an intention to revoke or not to renew
the same having been received;

the Purchaser having completed its due diligence review of the N Group and being
satisfied as to the financial,  contractual,  taxation and trading  positions of
the members of the N Group and their respective business(es); and

the Seller having  completed its due diligence review of the HFG Group and being
satisfied as to the financial,  contractual,  taxation and trading  positions of
the members of the HFG Group and their respective business(es).

Each  of the  Parties  shall  use  its  reasonable  endeavours  to  procure  the
fulfilment of the conditions set out in Clause 3.1 by no later than 30 September
2000. In particular,  the Seller shall furnish such  information  and documents,
give such  undertakings,  execute all such applications and documents and do all
such acts and things as may be reasonably  required by the Stock Exchange and/or
the SFC for the purpose of fulfilling such conditions.

The  Purchaser  shall  send a notice in  writing  to the  Seller  together  with
evidence in support thereof as soon as practicable  after the conditions set out
in Clause 3.1 have been fulfilled, notifying such fulfilment.

If the conditions set out in Clause 3.1 shall not have been fulfilled (or waived
pursuant to Clause 3.5) on or prior to 5.00 p.m. on 30  September  2000 (or such
later time  and/or date as the Parties  may agree in  writing),  this  Agreement
shall forthwith lapse automatically and be of no further effect (save and except
Clauses 11 to 15) and no Party shall have any claim  against the other Party for
costs, damages,  compensation or otherwise under this Agreement (save in respect
of any breach of Clause 3.2 or any antecedent breach).

The Seller may waive the condition set out in Sub-clause  3.1(F), at any time by
notice in writing to the  Purchaser.  The  Purchaser may waive the condition set
out in Sub-clause 3.1(E) at any time by notice in writing to the Purchaser.

The  Purchaser  undertakes  to do all that is  necessary  to maintain the public
float of the Company upon  Completion  or as soon as  practicable  thereafter as
required by the Listing Rules including to effect a placing of Shares.

4.   COMPLETION

Subject to the  fulfilment or a waiver of the  conditions set out in Clause 3.1,
Completion  shall take place on the Completion  Date at the offices of Simmons &
Simmons at 35th Floor,  Cheung Kong Center,  2 Queen's Road  Central,  Hong Kong
when all (but not part only) of the following businesses shall be transacted:-

the Seller shall:-

deliver to the  Purchaser a duly  executed  instrument of transfer and the share
certificate(s)  relating  to the  Purchased  Shares;  deliver  to the  Purchaser
certified  true copies of the minutes of a meeting of the board of  directors of
the Seller approving this Agreement and all matters  contemplated  hereunder and
evidencing the authority of the person(s)  executing this Agreement and of N Ltd
approving the transfer of the Purchased  Shares and  appointing the new director
as the Purchaser may nominate pursuant to Clause 4.1(A)(3); and

cause one person as the  Purchaser may nominate as director of N Ltd with effect
from Completion.

the Purchaser shall:-

allot and issue to the Seller the Consideration Shares;

deliver  to  the  Seller  definitive  share  certificate(s)  in  respect  of the
Consideration  Shares in board lots issued in the name of the  Seller,  or HKSCC
Nominees Limited if so designated by the Sellers; and

deliver to the Seller a  certified  true copy of the minutes of a meeting of the
board of directors of the  Purchaser  approving  this  Agreement and all matters
contemplated  hereunder and evidencing the authority of the person(s)  executing
this Agreement.

The Purchaser shall:

cause the three persons as the Seller may nominate and the one person as QPL may
nominate in addition to the two existing executive directors of the Purchaser to
be validly  appointed as executive  directors of the Purchaser  with effect from
the Completion Date;

cause such existing  non-executive  directors of the  Purchaser  (save for Mr Ku
Suen  Fai) to  resign  with  effect  from  Completion  Date in each  case,  each
delivering  to the Seller  under  seal  confirmations  that  he/she has no claim
against the relevant  member(s) of the HFG Group for  compensation or otherwise,
in a form reasonably acceptable to the Seller;

cause two such  persons as the Seller may  nominate to be validly  appointed  as
independent  non-executive  directors of the Purchaser (in addition to the three
persons  nominated by the Seller under Clause  4.2(A)) and cause such persons to
be appointed to the audit committee of the Purchaser;

cause Mr. Fok Chun Yue,  Benjamin or such other  person as he may nominate to be
validly  appointed  as  chief  executive  officer  of  the  Purchaser  and  of N
Information  and the other  Subsidiaries  of the  Company  which are  engaged in
Internet-related businesses (other than Jubonet.com Inc.) respectively;

cause such persons as the Seller may  nominate to be validly  appointed to a new
management  team of the  Purchaser  to manage  the  Internet-related  businesses
(other than Jubonet.com Inc.) of the Purchaser.

If in any  respect the  provisions  of Clause 4.1 are not  complied  with by the
Seller or the Purchaser (as the case may be) on or before the  Completion  Date,
or if at any time  prior  to  Completion  any of the  Seller  Warranties  or the
Purchaser  Warranties is found to be untrue or incorrect in any material respect
as at the date of its  being  made or if the  Purchaser  or the  Seller  has not
complied in any  material  respect  with its  obligations  under  Clause 8.1 and
Clause 9.1, without  prejudice to any other remedies  available to the Party not
in default, the Party not in default may:

defer  Completion to a date not more than 14 days after the Completion Date (and
so that the  provisions  of this  Clause  4.3 shall  apply to  Completion  as so
deferred); or

proceed to Completion  so far as  practicable  (without  prejudice to its rights
under this Agreement); or

rescind this Agreement.

5.   WARRANTIES AND UNDERTAKINGS OF THE PURCHASER

In  consideration  of the Seller  entering  into this  Agreement,  the Purchaser
hereby warrants that each of the following  statements is and will at Completion
be true and correct, and not misleading in any material respect:-

each  member  of the  HFG  Group  is duly  incorporated  under  the  laws of its
jurisdiction of  incorporation  and is validly existing and in good standing and
has corporate power to own property and assets and will at Completion be of such
financial  standing to ensure that it can meet its obligations  arising under or
contemplated by the terms of this Agreement;

the Purchaser has full power and authority under its constitutional documents to
enter into this Agreement and this Agreement is duly  authorised and constitutes
valid and legally binding and enforceable  obligations of the Purchaser;  except
as such enforceability may be limited under applicable  bankruptcy,  insolvency,
fraudulent  transfer,  reorganisation,  moratorium  or  similar  laws of general
applicability  relating  to  or  affecting  creditor's  rights  and  to  general
equitable principles;

except for the  Consents  stated in Clause 3.1,  no other  Consent is or will be
required in connection  with the  execution,  delivery and  performance  of this
Agreement by the Purchaser; and

as at the date of this  Agreement,  the entire  authorised  share capital of the
Purchaser  is  HK$80,000,000   divided  into  8,000,000,000   Shares,  of  which
3,150,000,000 Shares are issued and fully paid. Immediately upon the Completion,
and on the basis that all outstanding  options granted by the Purchaser pursuant
to its employee  share option  scheme are exercised in full,  the  Consideration
Shares will  constitute not less than 32 per cent. of the enlarged  issued share
capital of the Purchaser. Upon the registration of the Seller as a member of the
Purchaser,   the  Seller  will  be  the   registered  and  legal  owner  of  the
Consideration Shares free and clear of all liens, charges, encumbrances or other
third party rights of any kind other than those contained in the  constitutional
documents of the Purchaser or any agreement to which the Seller is a party.

Subject to the  provisions of this Clause 5, the Purchaser  shall  indemnify the
Seller from and against any  depletion or  diminution in the value of any assets
of the HFG Group as a result of any loss, damages, claims, liability,  costs and
expenses  incurred or suffered by the Seller arising from or in connection  with
any breach of the Purchaser Warranties.

Notwithstanding  the provisions of Clause 5.2, the Purchaser shall not be liable
for a claim for breach of any of the Warranties:-

which arises as a result of legislation which comes into force after the date of
this Agreement; or

to the  extent  that such  liability  arises  by  reason of any act or  omission
effected by the Seller after the Completion Date.

The Purchaser  shall not be liable in respect of any  representation,  warranty,
undertaking or indemnity  under this Agreement  after the date falling 18 months
after the Completion Date.

The  aggregate  liability of the  Purchaser  in respect of the  representations,
warranties,  undertakings and indemnities  contained in this Agreement shall not
exceed the Consideration.

6.   DUE DILIGENCE

From the date of this  Agreement,  the Seller and any persons  authorised by it,
upon reasonable notice and subject to such  confidentiality  undertakings as the
Purchaser may reasonably require shall be allowed access to the premises,  books
and  records of the HFG Group,  and the  Purchaser  shall  supply or procure the
supply of any information  reasonably required by the Seller relating to the HFG
Group.

From the date of this Agreement, the Purchaser and any persons authorised by it,
upon reasonable notice and subject to such  confidentiality  undertakings as the
Seller may reasonably require shall be allowed access to the premises, books and
records of the N Group, and the Seller shall supply or procure the supply of any
information reasonably required by the Purchaser relating to the N Group.

7.   WARRANTIES AND UNDERTAKINGS OF THE SELLER

In consideration  of the Purchaser  entering into this Agreement and agreeing to
perform its obligations  hereunder,  the Seller hereby warrants,  represents and
undertakes  to and for the benefit of the Purchaser  that:

each  member  of  the N  Group  is  duly  incorporated  under  the  laws  of its
jurisdiction of  incorporation  and is validly existing and in good standing and
has corporate power to own property and assets and will at Completion be of such
financial  standing to ensure that it can meet its obligations  arising under or
contemplated by the terms of this Agreement;

the Seller has full power and authority  under its  constitutional  documents to
enter into this Agreement and this Agreement is duly  authorised and constitutes
valid and legally binding and enforceable  obligations of the Seller;  except as
such  enforceability  may be limited under  applicable  bankruptcy,  insolvency,
fraudulent  transfer,  reorganisation,  moratorium  or  similar  laws of general
applicability  relating  to  or  affecting  creditor's  rights  and  to  general
equitable principles;

the Seller,  its directors,  substantial  shareholders and principal  beneficial
owners  are  independent  of and are not  connected  with the  directors,  chief
executive  or  substantial   shareholders  of  the  Purchaser  nor  any  of  its
Subsidiaries nor any of their  respective  associates (as defined in the Listing
Rules);

subject to and, at Completion,  the Seller shall accept the Consideration Shares
subject to the Memorandum of Association and Bye-laws of the Purchaser;

neither the Seller nor any persons  acting in concert  with any of them (as such
term is defined in the Takeover Code) has in the six months prior to the date of
this  Agreement  acquired  any  voting  rights in the  Purchaser  and shall not,
between the date of this Agreement and the date of a meeting of  shareholders in
the Purchaser called to approve the transactions  contemplated by this Agreement
pursuant to a circular to such shareholders, acquire any such right;

the diagram attached as Schedule 1 accurately  reflects the corporate  structure
of the N Group as at the date hereof; and

the Purchased Shares  represents and will at Completion  represent not less than
49.9 per cent of the issued share capital of N Ltd and upon the  registration of
the Purchaser as a member of the Company,  the Purchaser  will be the registered
and legal owner of the  Purchased  Shares free and clear of all liens,  charges,
encumbrances  or other third party rights of any kind other than those contained
in the constitutional  documents of the Company and shall rank pari passu in all
respects with the Remaining Shares.

8.   PRE-COMPLETION OBLIGATIONS OF THE PURCHASER

The  Purchaser  hereby  undertakes  that the  business of the HFG Group shall be
operated until Completion in the ordinary course of day-to-day operations and in
the same manner as it was  operated  before  Completion  and that the  Purchaser
shall procure that no member of the HFG Group shall prior to Completion, without
the prior written consent of the Seller (which consent shall not be unreasonably
withheld or delayed):-

issue, or agree to issue, any share or loan capital, or grant or agree to grant,
or redeem, any option or amend the terms of any existing option over or right to
acquire or subscribe any of its share or loan capital, save pursuant to existing
contractual obligations to issue shares;

take any action which would  result in the Seller  acquiring  on  Completion  an
aggregate percentage interest in the Purchaser (on an enlarged basis) lower than
32 per cent;

borrow or raise  money  other than on normal  commercial  terms in the  ordinary
course of its business for an aggregate amount which exceeds HK$10,000,000;

terminate or vary any material agreement, arrangement or understanding;

declare, pay or make any dividends or other distributions;

create or permit to arise any  mortgage,  charge,  lien,  pledge,  other form of
security or encumbrance of equity of whatsoever  nature,  whether similar to the
foregoing or not, on or in respect of any part of its  undertaking,  property or
assets other than liens  arising by  operation  of law in amounts  which are not
material  or other  than  mortgages,  charges,  liens,  pledges or other form of
security given in relation to banking facilities made available to any member of
the HFG Group or the  obligations of any member of the HFG Group in the ordinary
and usual course of trading;

give any  guarantee,  indemnity,  surety  or  security  other  than  guarantees,
indemnity,  surety or  security  given in relation  to banking  facilities  made
available to any member of the HFG Group or the obligations of any member of the
HFG Group in the ordinary and usual course of trading;

other than in the ordinary and usual course of its business, compromise, settle,
release,  discharge or compound any material  civil,  criminal,  arbitration  or
other proceedings or any material liability, claim, action, demand or dispute or
waive any right in relation to any of the foregoing;

otherwise than in the ordinary  course of its business,  release,  compromise or
write off any material  amount  recorded in the books of account of the relevant
member of the Group as owing by any debtors of such member of the HFG Group; or

let or agree to let or otherwise part with  possession or ownership of the whole
or any part of the  properties  owned or leased  by the HFG Group nor  purchase,
take on lease or assume possession of any real property.

As from the date of this  Agreement,  subject to Clause 8.4, the Purchaser shall
use its reasonable  endeavours to give to the Seller and any persons  authorised
by any of them all such information relating to each member of the HFG Group and
such access to the premises and all books,  title deeds,  records,  accounts and
other documentation of each member of the HFG Group as the Seller may reasonably
request  and that the  officers  and  employees  of each member of the HFG Group
shall be instructed to give promptly all such  information  and  explanations to
any such persons as aforesaid as may be reasonably requested by any of them.

The Seller  undertakes to the Purchaser  that it shall treat,  and shall procure
that its  shareholders,  agents  and  professional  advisers  shall  treat,  any
documents or  information of a  confidential  nature  obtained by it pursuant to
Clause 8.3 or  otherwise  delivered or made  available to it, its  shareholders,
agents  or  professional  advisers  prior  to the  date of this  Agreement  (the
"Purchaser  Confidential   Information")  as  strictly  confidential;   use  the
Confidential  Information  solely to evaluate the  transactions  as contemplated
under this Agreement and for no other purpose; use its reasonable  endeavours to
ensure that the  Confidential  Information  is not disclosed to any person other
than  to its  directors,  employees,  partners,  investors,  lenders,  potential
lenders,  agents and  professional  advisors  whose  duties will require them to
process any of such  information,  or as required by applicable  law; and return
the  Purchaser  Confidential  Information  on  demand by the  Purchaser  if this
Agreement  is not  consummated  in  accordance  with the  terms  hereunder.  The
obligation  of  confidentiality  under  this  Clause 8.4 shall be subject to the
permitted disclosures referred to in Clause 13.2.

The Purchaser  shall deliver to the Seller a copy of the Management  Accounts of
the HFG Group as soon as they are available and shall use its best endeavours to
procure such delivery not later than 14 days prior to Completion.

8.5  Each of the Purchaser and QPL hereby  represents,  warrants and  undertakes
     that:-

it has not entered  into  discussions  or  negotiations  with,  or provided  any
information concerning the Purchaser to; and

it shall not at anytime  prior to 30 September  2000 enter into  discussions  or
negotiations with, or provide any information concerning the Purchaser to,

any  third  party  other  than in the  ordinary  course of the  business  of the
Purchaser or its Subsidiaries and:-
<PAGE>

(1)  related parties in relation to a jewellery portal or other  transactions or
     proposed  transactions  which have already been announced by the Purchaser;
     or

(2)  the Stock Exchange or the SFC in relation to any transaction which would or
     might result in the transactions  contemplated herein (or any part thereof)
     or the implementation thereof or the Completion being frustrated.

9.   PRE-COMPLETION OBLIGATIONS OF THE SELLER

The Seller hereby  undertakes that the business of the N Group shall be operated
until Completion in the ordinary course of day-to-day operations and in the same
manner as it was operated  before  Completion  and that the Seller shall procure
that no member of the N Group (except China  International  Electronic  Commerce
(HK) Limited)  shall prior to Completion,  without the prior written  consent of
the Purchaser (which consent shall not be unreasonably withheld or delayed):-

issue, or agree to issue, any share or loan capital, or grant or agree to grant,
or redeem, any option or amend the terms of any existing option over or right to
acquire or subscribe any of its share or loan capital;

borrow or raise  money  other than on normal  commercial  terms in the  ordinary
course of its business for an aggregate amount which exceeds HK$10,000,000;

terminate or vary any material agreement, arrangement or understanding;

declare, pay or make any dividends or other distributions;

create or permit to arise any  mortgage,  charge,  lien,  pledge,  other form of
security or encumbrance of equity of whatsoever  nature,  whether similar to the
foregoing or not, on or in respect of any part of its  undertaking,  property or
assets other than liens  arising by  operation  of law in amounts  which are not
material  or other  than  mortgages,  charges,  liens,  pledges or other form of
security given in relation to banking facilities made available to any member of
the N Group or the  obligations of any member of the N Group in the ordinary and
usual course of trading;

give any  guarantee,  indemnity,  surety  or  security  other  than  guarantees,
indemnity,  surety or  security  given in relation  to banking  facilities  made
available to any member of the N Group or the obligations of any member of the N
Group in the ordinary and usual course of trading;

other than in the ordinary and usual course of its business, compromise, settle,
release,  discharge or compound any material  civil,  criminal,  arbitration  or
other proceedings or any material liability, claim, action, demand or dispute or
waive any right in relation to any of the foregoing;

otherwise than in the ordinary  course of its business,  release,  compromise or
write off any material  amount  recorded in the books of account of the relevant
member of the N Group as owing by any debtors of such member of the N Group; or

let or agree to let or otherwise part with  possession or ownership of the whole
or any part of the properties owned or leased by the N Group nor purchase,  take
on lease or assume possession of any real property.

The Seller shall use its  reasonable  endeavours  to assist the Purchaser in all
its negotiations and exchanges of correspondence in relation to the transactions
referred  to  herein  with  the SFC,  the  Stock  Exchange  and  other  relevant
authorities in Hong Kong.

<PAGE>

     As from the date of this Agreement, subject to Clause 9.4, the Seller shall
use  its  reasonable  endeavours  to  give  to the  Purchaser  and  any  persons
authorised by any of them all such information  relating to each member of the N
Group and such  access to the  premises  and all books,  title  deeds,  records,
accounts and other  documentation of each member of the N Group as the Purchaser
may reasonably request and that the officers and employees of each member of the
N  Group  shall  be  instructed  to  give  promptly  all  such  information  and
explanations to any such persons as aforesaid as may be reasonably  requested by
any of them.

The Purchaser  undertakes  to the Seller that it shall treat,  and shall procure
that its  shareholders,  agents  and  professional  advisers  shall  treat,  any
documents or  information of a  confidential  nature  obtained by it pursuant to
Clause 9.3 or  otherwise  delivered or made  available to it, its  shareholders,
agents  or  professional  advisers  prior  to the  date of this  Agreement  (the
"Confidential  Information")  as  strictly  confidential;  use the  Confidential
Information  solely to evaluate  the  transactions  as  contemplated  under this
Agreement and for no other purpose; use its reasonable endeavours to ensure that
the  Confidential  Information  is not disclosed to any person other than to its
directors,  employees,  partners,  investors, lenders, potential lenders, agents
and professional  advisors whose duties will require them to process any of such
information,  or as  required by  applicable  law;  and return the  Confidential
Information  on demand by the Seller if this  Agreement  is not  consummated  in
accordance with the terms  hereunder.  The obligation of  confidentiality  under
this  Clause 9.4 shall be subject to the  permitted  disclosures  referred to in
Clause 13.2.

The Seller shall deliver to the Purchaser a copy of the  Management  Accounts of
the N Group as soon as they are available  and shall use its best  endeavours to
procure such delivery not later than 14 days prior to Completion.

10.      RIGHTS OVER THE SHARES

10.1     Notice of desire to sell

The  Seller  agrees  that if at any time  during  the period of 3 years from the
Completion  Date it intends to sell all (but not part) of the Remaining  Shares,
it shall give written  notice  ("Notice") to the Purchaser of its desire to sell
or otherwise dispose of the Remaining Shares by making to the Purchaser an offer
to sell the Remaining Shares and the Purchaser shall be at liberty within 7 days
of the  receipt of such  Notice to  exercise  the First  Right of Refusal on the
terms and conditions of this clause.

10.2     Exercise of Right of First Refusal

The Right of First  Refusal  shall be  exercisable  by notice in  writing to the
Seller at any time  within 7 days from  receipt  of the  Notice  and if the same
shall be  exercised,  the Seller and the  Purchaser  shall enter into a sale and
purchase  agreement on terms no less  favourable to the Purchaser than those set
out in this Agreement  pursuant to which,  inter alia, the Seller shall sell and
the  Purchaser  shall buy  (subject to and  conditional  upon the Seller and the
Purchaser,  as the case may be, complying with the then applicable  requirements
of  the  Listing  Rules  and  the  Takeover  Code)  the  Remaining  Shares  at a
consideration  being  equal  to  50.1%  of the then  fair  market  value  (to be
determined  by an  independent  valuer  appointed  jointly by the Seller and the
Purchaser) of N Information and to be payable, at the election of the Purchaser,
(i) in cash or (ii) by the  issue of new  Shares  at  HK$0.114  per Share if the
Right of First Refusal is exercised  within two years of the Completion Date and
otherwise  at 90% of the  average  closing  price per Share for the period of 30
trading days prior to (but  including)  the date of the exercise of the Right of
First Refusal.  The Seller hereby undertakes to the Purchaser to comply with all
the  requirements  of the  Takeover  Code then  applicable  to the Seller if the
Purchaser  elects to issue Shares in relation to its  purchase of the  Remaining
Shares.

10.3     Failure to exercise the Right of First Refusal

If the Purchaser  shall for whatever  reason fail to exercise the Right of First
Refusal in  accordance  with this clause,  the Seller shall be at liberty at any
time to sell any  Remaining  Shares to any third party on terms  (including  the
price) or  otherwise  deal with any  Remaining  Shares as the  Seller may in its
discretion  determine  within three months  thereafter.  If the Seller wishes to
sell or otherwise dispose of the Remaining Shares after that period of 3 months,
this Clause 10 shall apply.

10.4     Non disposal undertaking

The Purchaser hereby  undertakes not to dispose of its interest in N Ltd without
the prior written consent of the Vendor.

11.  MISCELLANEOUS

Time shall be of the essence of this Agreement.

Any provision of this Agreement  which is capable of being  performed  after but
which has not been performed at or before  Completion shall remain in full force
and effect notwithstanding Completion.

(A)  None of the  Parties  may assign  all or any of its  rights or  obligations
     under this  Agreement  unless with the prior  written  consent of the other
     Parties.

(B)  Subject to Sub-clause 11.3(A), this Agreement shall be binding on and enure
     for the  benefit of the  successors  and  permitted  assigns of each of the
     Parties.

Unless otherwise  provided in this Agreement,  any remedy conferred on any Party
for breach of this Agreement  shall be in addition and without  prejudice to all
other  rights and  remedies  available  to it and the  exercise of or failure to
exercise  any remedy  shall not  constitute a waiver by such Party of any of its
rights or remedies.

This Agreement shall  supersede all and any previous  agreements or arrangements
between the Parties or any of them  relating  to the subject  matter  under this
Agreement (including the Sale and Purchase Agreement entered into by the Parties
on 19 June 2000) and all or any such  previous  agreements or  arrangements  (if
any) shall cease and determine with effect from the date of this Agreement.

This Agreement  constitutes the whole agreement  between the Parties relating to
the  subject  matter  hereof  (no Party  having  relied  on any  representation,
warranty  or  undertaking  made by any other  Party  which is not a term of this
Agreement) and no future variation shall be effective unless made in writing and
signed by each of the Parties.

Each of the Parties undertakes with the other that it shall do, or shall procure
to be done, all such acts and things and shall  execute,  or shall procure to be
executed, all such documents as may be necessary or appropriate to implement the
provisions  of this  Agreement  or otherwise to give full legal force and effect
thereof.

The Parties  intended that the provisions of this Agreement shall be enforced to
the maximum extent  permissible  under the laws applied in each  jurisdiction in
which  enforcement  of any  provisions  of  this  Agreement  is  sought.  If any
particular  provision or part of this  Agreement  shall be held to be invalid or
unenforceable,  this Agreement  shall be deemed to be amended by the deletion of
the  provision  or part held to be  invalid or  unenforceable  or, to the extent
permissible by the applicable  laws of the relevant  jurisdiction  in which such
enforcement  is sought,  such  provision or part shall be deemed to be varied in
such a way as to achieve most  closely the purpose of the original  provision or
part in a manner which is valid and enforceable, provided that for the avoidance
of doubt, such amendments shall apply only with respect to the operation of this
Agreement in the particular  jurisdiction in which the decision as to invalidity
or unenforceability is made.
<PAGE>

No delay or omission on the part of any Party in exercising any right,  power or
privilege shall operate to impair such right, power or privilege or be construed
as a waiver  by such  Party of the same and no  single or  partial  exercise  or
non-exercise  or delay in exercising any right,  power or privilege by any Party
shall in any circumstances  preclude any other or further exercise by such Party
of such right,  power or privilege or the exercise of any other right,  power or
privilege by such Party.

All sums  payable by any Party  under this  Agreement  shall be made free of any
set-off, counterclaim or other deduction of any nature whatsoever, except as may
be required by law.

This Agreement may be executed in various  counterparts and by different Parties
on  separate  counterparts,  which  when  taken  together  shall  be  deemed  to
constitute one agreement.

12.  NOTICES

Any notice or other communication given or made under this Agreement shall be in
writing and shall be addressed as provided in Clause 12.2 and, if so  addressed,
shall be deemed to have been duly given or made as follows:-

if sent by personal  delivery,  upon  delivery  at the  address of the  relevant
Party;

if sent by registered post, two Business Days after the date of posting; and

if sent by facsimile,  upon despatch to the facsimile  number of the  recipient,
with the  production  of a  transmission  report by the  machine  from which the
facsimile was sent which  indicates  that the facsimile was sent in its entirety
to the facsimile number of the recipient.

The relevant address and facsimile number of each Party for the purposes of this
Agreement, subject to Clause 12.3, are as follows:-

Hang Fung Gold Technology  Limited:  Unit 25-32,  2/F, Block B, Focal Industrial
Centre, 21 Man Lok Street,  Hunghom,  Kowloon, Hong Kong (Attention:  Mr Patrick
Wong, facsimile number (852) 2362-3034);

New Epoch  Holdings  International:  Room 3606 Shun Tak Center West  Tower,  200
Connaught Road Central, Hong Kong (Attention:  Mr Benjamin Fok, facsimile number
(852) 2964-0221); and

Quality Prince Limited:  Unit 25-32,  2/F, Block B, Focal Industrial  Centre, 21
Man Lok  Street,  Hunghom,  Kowloon,  Hong Kong  (Attention:  Mr  Patrick  Wong,
facsimile number (852) 2362- 3034).

A Party may notify the other Party of a change to its name, address or facsimile
number for the purpose of Clause 12.2,  provided  that such  notification  shall
only be effective on:-

if paragraph (B) below does not apply, the date specified in the notification as
the date on which the change is to take place; or

if no date is  specified or the date  specified  is less than two Business  Days
after the date on which the notice is given,  the date falling two Business Days
after notice of any such change has been given.
<PAGE>

13.  CONFIDENTIALITY

The terms  contained in, and the subject matter under,  this Agreement  shall be
and remain  confidential  save for disclosure to  professional  advisers and (if
required)  regulatory  authorities  in Hong Kong or otherwise as required by law
and/or regulations.  Where any press or other announcement is required by law or
regulations,  the Stock Exchange, the SFC or other regulatory  authorities,  the
Party proposing to make the announcement shall so far as practicable consult and
obtain the consent from the other Party regarding the terms of such announcement
prior to its  release,  which  consent  shall not be  unreasonably  withheld  or
delayed.

A Party may disclose information which would otherwise be confidential if and to
the extent:-

the  information has come into the public domain through no fault of that Party;
or the other Party has given prior written approval to the disclosure.

14.  COSTS AND EXPENSES

     Each  Party  shall  bear its own  costs and  expenses  in  relation  to the
     negotiations, preparation, execution and performance of this Agreement, any
     due  diligence  conducted  by it and all  matters  contemplated  under this
     Agreement.

15.  GOVERNING LAW AND SERVICE AGENTS

This Agreement shall be governed by and construed in accordance with the laws of
Hong  Kong  and each  Party  hereby  irrevocably  submits  to the  non-exclusive
jurisdiction of the courts of Hong Kong.

The Seller hereby irrevocably  authorises and appoints Mr Fok Chun Yue, Benjamin
of Room 3606 Shun Tak Center West Tower,  200 Connaught Road Central,  Hong Kong
(or such other person being resident of or  incorporated  in Hong Kong as it may
by notice to the other Party  substitute) to accept service of all legal process
arising out of or in connection  with this  Agreement and service on Mr Fok Chun
Yue, Benjamin (or such substitute) shall be deemed to be service on the Seller.

QPL hereby  irrevocably  authorises  and appoints Mr Lam Sai Wing of Unit 25-32,
2/F, Block B, Focal Industrial Centre, 21 Man Lok Street, Hunghom, Kowloon, Hong
Kong (or such other person being resident of or  incorporated in Hong Kong as it
may by notice to the other  Party  substitute)  to accept  service  of all legal
process  arising out of or in connection  with this  Agreement and service on Mr
Lam Sai Wing (or such  substitute)  shall be deemed  to be  service  on  Quality
Prince Limited.
<PAGE>

IN WITNESS  whereof  this  Agreement  has been  entered into on the day and year
first above written.

SIGNED by                                   )
                                            )
for and on behalf of                        )
HANG FUNG GOLD                              )
TECHNOLOGY LIMITED                          )
in the presence of:-                        )






SIGNED by                                   )

                                            )

for and on behalf of                        )

QUALITY PRINCE LIMITED                      )

in the presence of:-                        )







SIGNED by                                   )

                                            )

for and on behalf of                        )

NEW EPOCH HOLDING                           )

INTERNATIONAL LIMITED                       )

in the presence of:-                        )

<PAGE>



                     : THE SHAREHOLDING STRUCTURE OF N GROUP



[GRAPHIC OMITTED]



[GRAPHIC OMITTED]

</TEXT>
</DOCUMENT>
