INDUSTRIES INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
<PAGE>
EXHIBIT 10.1


                              AMENDED AND RESTATED
                      AGREEMENT AND PLAN OF SHARE EXCHANGE


                                  by and among


                              Broad Faith Limited,
                      a British Virgin Islands Corporation,

                                       and

                   the Sole Stockholder of Broad Faith Limited

                                on the one hand;

                                       and

                         Industries International Inc.,
                              a Nevada corporation

                                       and

             Certain Stockholders of Industries International, Inc.,

                                on the other hand




                                February 10, 2003
<PAGE>


                              AMENDED AND RESTATED
                      AGREEMENT AND PLAN OF SHARE EXCHANGE

     This  Agreement  and  Plan of Share Exchange, dated as of February 10, 2003
(this "Agreement"), is made and entered into by and among Broad Faith Limited, a
British  Virgin  Islands  corporation  ("Broad  Faith"),  and  Dr.  Kit Tsui, an
individual  who  is  the sole stockholder of Broad Faith (the "Stockholder"), on
the one hand, and Industries International, Inc., a Nevada corporation ("INDI"),
Mr.  Daniel  Shuput,  an  individual  who  owns  at  least  a majority of INDI's
outstanding  capital  stock  (the  "INDI  Stockholder"),  Mr.  William  Roberts
("Roberts") and Ms. Gayle Terry ("Terry"), each individuals who are stockholders
of  INDI,  on  the  other  hand.

     WHEREAS,  the  respective  Boards of Directors of Broad Faith and INDI have
adopted  resolutions  approving  and  adopting  the proposed share exchange (the
"Exchange")  upon  the  terms  and  conditions  hereinafter  set  forth  in this
Agreement;

     WHEREAS,  the  Exchange ratio is 28,131,944 shares of INDI common stock for
each  single  share  of  Broad  Faith  common  stock;

     WHEREAS,  the  Stockholder  holds  two shares of Broad Faith's common stock
(the  "Broad  Faith  Shares"), which represent all of the issued and outstanding
capital  stock of Broad Faith, and the Stockholder desires to participate in the
Exchange;

     WHEREAS,  Broad  Faith  will  enter  into this Agreement for the purpose of
evidencing  its  consent to the consummation of the Exchange and for the purpose
of  making  certain  representations,  warranties,  covenants  and  agreements;

     WHEREAS,  the  INDI  Stockholder  will  enter  into  this Agreement for the
purpose of making certain representations, warranties, covenants and agreements;


     WHEREAS,  it  is  intended  that the terms and conditions of this Agreement
comply in all respects with Section 368(a)(1)(B) of the Code and the regulations
corresponding  thereto,  so  that  the  Exchange  shall  qualify  as  a tax free
reorganization  under  the  Code;

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

                                    ARTICLE 1
                                  THE EXCHANGE

     1.1     The  Exchange. Upon the terms and subject to the conditions hereof,
             -------------
at  the  Closing  (as  hereinafter  defined)  the Stockholder will sell, convey,
assign, transfer and deliver to INDI one or more stock certificates representing
the  Broad Faith Shares, and INDI will issue to the Stockholder, in exchange for
the Broad Faith Shares, one or more stock certificates representing an aggregate
of  15,003,140 shares (the "INDI Shares") of its common capital stock, par value
$.01  per  share ("INDI Common Stock").  In addition, subject to compliance with
applicable  federal  securities  laws,  as  soon  as  practicable  following the

                                        2
<PAGE>


Closing,  INDI  shall  increase  its  authorized capital to at least 100,000,000
shares  of  common  stock and upon the effectiveness of such increase INDI shall
issue  the  remaining  41,260,748  shares  (the "Post Closing Shares") of common
stock  of  INDI  owed  to  the  Stockholder  pursuant  to  the  Exchange without
additional  consideration.  The  number of Post Closing Shares shall be adjusted
accordingly in the event a reverse stock split is effected concurrently with the
increase  in  authorized  common  stock  of  INDI.

     1.2  Closing.  The closing of the Exchange (the "Closing") shall take place
          -------
on the date  of this Agreement.  Such date is referred to herein as the "Closing
Date."

                                    ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF BROAD FAITH

     Broad  Faith  hereby  represents  and  warrants  to  INDI  as  follows:

     2.1     Organization.  Broad  Faith  has been duly incorporated, is validly
             ------------
existing  as  a  corporation  and  is  in  good  standing  under the laws of its
jurisdiction  of  incorporation,  and  has  the  requisite power to carry on its
business  as  now  conducted.

     2.2     Capitalization.  The  authorized  capital  stock  of  Broad  Faith
             --------------
consists  of  50,000  shares of common stock, U.S. $1.00 par value, of which two
shares  are issued and outstanding, and no shares of preferred stock. All of the
issued  and  outstanding  shares  of  capital  stock  of  Broad  Faith  are duly
authorized,  validly  issued,  fully paid, non-assessable and free of preemptive
rights.  There  are  no  outstanding  or  authorized  options, rights, warrants,
calls,  convertible  securities, rights to subscribe, conversion rights or other
agreements  or  commitments to which Broad Faith is a party or which are binding
upon  Broad  Faith  providing  for  the  issuance  or transfer by Broad Faith of
additional  shares  of  its  capital  stock and Broad Faith has not reserved any
shares  of  its  capital stock for issuance, nor are there any outstanding stock
option  rights,  phantom  equity  or  similar rights, contracts, arrangements or
commitments  which  are  binding upon Broad Faith. There are no voting trusts or
any  other  agreements  or  understandings  with  respect to the voting of Broad
Faith's  capital  stock.

     2.3     Certain  Corporate  Matters.  Broad  Faith  is duly qualified to do
             ---------------------------
business  as a corporation and is in good standing in each jurisdiction in which
the  ownership of its properties, the employment of its personnel or the conduct
of  its  business requires it to be so qualified, except where the failure to be
so qualified would not have a material adverse effect on Broad Faith's financial
condition,  results  of  operations  or business. Broad Faith has full corporate
power  and  authority  and all authorizations, licenses and permits necessary to
carry  on  the business in which it is engaged and to own and use the properties
owned  and  used  by  it.

     2.4     Authority Relative to this Agreement. Broad Faith has the requisite
             ------------------------------------
power  and  authority  to  enter  into  this  Agreement  and  to  carry  out its
obligations hereunder. The execution, delivery and performance of this Agreement
by  Broad  Faith  and  the  consummation  by  Broad  Faith  of  the transactions
contemplated  hereby  have been duly authorized by the Stockholder and the Board
of  Directors of Broad Faith and no other actions on the part of Broad Faith are
necessary  to  authorize this Agreement or the transactions contemplated hereby.
This  Agreement  has been duly and validly executed and delivered by Broad Faith

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and  constitutes  a  valid  and  binding  agreement  of Broad Faith, enforceable
against Broad Faith in accordance with its terms, except as such enforcement may
be  limited  by  bankruptcy,  insolvency  or  other  similar  laws affecting the
enforcement  of  creditors' rights generally or by general principles of equity.

     2.5  Consents  and  Approvals;  No  Violations.  Except for requirements of
          -----------------------------------------
applicable  law,  no  filing  with,  and  no  permit,  authorization, consent or
approval  of,  any  third  party,  public body or authority is necessary for the
consummation  by Broad Faith of the transactions contemplated by this Agreement.
Neither  the  execution  and  delivery  of this Agreement by Broad Faith nor the
consummation  by  Broad  Faith  of  the  transactions  contemplated  hereby, nor
compliance  by  Broad Faith with any of the provisions hereof, will (a) conflict
with  or  result in any breach of any provisions of the organizational documents
of  Broad  Faith, (b) result in a violation or breach of, or constitute (with or
without  due  notice  or  lapse  of time or both) a default (or give rise to any
right  of  termination,  cancellation  or acceleration) under, any of the terms,
conditions  or  provisions  of  any  note,  bond,  mortgage, indenture, license,
contract,  agreement or other instrument or obligation to which Broad Faith is a
party or by which it or its properties or assets may be bound or (c) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to Broad
Faith, or any of its properties or assets, except in the case of clauses (b) and
(c) for violations, breaches or defaults which are not in the aggregate material
to  Broad  Faith  taken  as  a  whole.

     2.6     Financial Statements.  The reviewed consolidated balance sheets of
             --------------------
Broad Faith as of September 30, 2002 and reviewed consolidated statements of
operations and cash flows for the 9 months ended September 30, 2002, and the
reviewed consolidated balance sheets as of December 31, 2001 and reviewed
statements of operations and cash flows for the 12 months ended December 31,
2001, and the reviewed consolidated balance sheets of Broad Faith as of December
31, 2000 and reviewed consolidated statements of operations and cash flows for
the 12 months ended December 31, 2000, and the reviewed consolidated balance
sheets of Broad Faith as of December 31, 1999 and reviewed consolidated
statements of operations and cash flows for the 12 months ended December 31,
1999 (collectively, the "Broad Faith Financial Statements") (a) were prepared in
accordance with the books and records of Broad Faith; (b) were prepared in
accordance with United States generally accepted accounting principles, subject
to final review by the U.S. affiliate of Broad Faith's auditor, Moores Rowland.;
and (c) are accurate and fairly present its financial condition and the results
of operations as of the relevant dates thereof and for the entities and periods
covered thereby.

     2.7  Absence  of  Material Changes. Since September 30, 2002, there has not
          ---------------------------
been any material adverse change in the condition (financial or otherwise) of
the properties, assets, liabilities or business of Broad Faith, except changes
in the ordinary course of business which, individually and in the aggregate,
have not been materially adverse.


     2.8  Title  to  Assets. Broad Faith has good and marketable title to all of
          -----------------
the  assets and properties now carried on its books including those reflected in
the most recent balance sheet contained in the Broad Faith Financial Statements,

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free  and  clear  of  all  liens,  claims,  charges, security interests or other
encumbrances,  except  as  described  in the Broad Faith Financial Statements or
arising  thereafter  in  the  ordinary course of business (none of which will be
material).

     2.9     Disclosure.  The  representations  and warranties and statements of
             ----------
fact made by Broad Faith in this Agreement are, as applicable, accurate, correct
and  complete and do not contain any untrue statement of a material fact or omit
to  state  any  material  fact  necessary  in  order  to make the statements and
information  contained  herein  not  false  or  misleading.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                               OF THE STOCKHOLDER

     The  Stockholder  hereby  represents  and  warrants  to  INDI  and the INDI
Stockholder  as  follows:

     3.1     Ownership  of  the  Broad  Faith  Shares.  The  Stockholder  owns,
             ----------------------------------------
beneficially and of record, good and marketable title to the Broad Faith Shares,
free  and  clear of all security interests, liens, adverse claims, encumbrances,
equities,  proxies,  options  or  stockholders'  agreements. At the Closing, the
Stockholder  will  convey  to  INDI good and marketable title to the Broad Faith
Shares,  free  and  clear  of  any  security  interests,  liens, adverse claims,
encumbrances,  equities,  proxies,  options,  stockholders'  agreements  or
restrictions.

     3.2  Authority  Relative  to  this  Agreement.  The execution, delivery and
          ----------------------------------------
performance  of  this  Agreement  by the Stockholder and the consummation by the
Stockholder of the transactions contemplated hereby have been duly authorized by
the  Stockholder,  and  no  other  actions  on  the  part of the Stockholder are
necessary  to  authorize this Agreement or the transactions contemplated hereby.
This  Agreement  has  been  duly  and  validly  executed  and  delivered  by the
Stockholder  and  constitutes  a valid and binding agreement of the Stockholder,
enforceable against the Stockholder in accordance with its terms, except as such
enforcement  may  be  limited  by  bankruptcy,  insolvency or other similar laws
affecting  the  enforcement  of  creditors'  rights  generally  or  by  general
principles  of  equity.

     3.3     Consents  and  Approvals; No Violations. Except for requirements of
             ---------------------------------------
applicable  laws,  no  filing  with,  and  no  permit, authorization, consent or
approval  of,  any public body or authority is necessary for the consummation by
the  Stockholder of the transactions contemplated by this Agreement. Neither the
execution and delivery of this Agreement by the Stockholder nor the consummation
by  the  Stockholder  of the transactions contemplated hereby, nor compliance by
the  Stockholder  with  any  of  the  provisions  hereof,  will  (a) result in a
violation  or  breach  of, or constitute (with or without due notice or lapse of
time  or both) a default (or give rise to any right of termination, cancellation
or  acceleration) under, any of the terms, conditions or provisions of any note,
bond,  mortgage,  indenture, license, contract, agreement or other instrument or
obligation  to  which  the Stockholder is a party or by which the Stockholder or
his  property  may  be bound or (b) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to the Stockholder, except in the case of
clauses  (a)  and  (b) for violations, breaches or defaults which are not in the
aggregate  material  to  the  Stockholder.


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<PAGE>

   3.6     Restricted  Securities.  The Stockholder acknowledges that the INDI
             ----------------------
Shares will not be registered pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act")  or any applicable state securities laws, that the INDI
Shares will be characterized as "restricted securities" under federal securities
laws, and that under such laws and applicable regulations the INDI Shares cannot
be  sold  or otherwise disposed of without registration under the Securities Act
or  an  exemption  therefrom.  In  this regard, the Stockholder is familiar with
Rule  144  promulgated  under  the  Securities  Act, as currently in effect, and
understands  the  resale  limitations imposed thereby and by the Securities Act.

     3.7  Accredited  Investor.  The  Stockholder is an "Accredited Investor" as
          --------------------
that  term  is  defined  in  rule  501  of  Regulation  D  promulgated under the
Securities  Act.  The Stockholder is able to bear the economic risk of acquiring
the  INDI  Shares  pursuant to the terms of this Agreement, including a complete
loss  of  the  Stockholder's  investment  in  the  INDI  Shares.

     3.7     Legend.  The  Stockholder  acknowledges  that  the  certificate(s)
             ------
representing  the  INDI Shares shall each conspicuously set forth on the face or
back  thereof  a  legend  in  substantially  the  following  form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
     IN  THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
     UNDER  SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION
     OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  SUCH REGISTRATION IS NOT
     REQUIRED.

                                    ARTICLE 4
                        REPRESENTATIONS AND WARRANTIES OF
                          INDI AND THE INDI STOCKHOLDER

     INDI  and  the  INDI  Stockholder hereby represent and warrant, jointly and
severally,  to  Broad  Faith  and  the  Stockholder  as  follows:

     4.1     Organization.  INDI  is  a  corporation  duly  organized,  validly
             ------------
existing  and in good standing under the laws of the state of its incorporation,
and has the requisite corporate power to carry on its business as now conducted.

     4.2     Capitalization.  INDI's  authorized  capital  stock  consists  of
             --------------
20,000,000 shares of capital stock, all of which are designated as Common Stock,
of which 4,996,860 shares are and at the Closing will be issued and outstanding.
All  issued  and  outstanding  shares  of INDI Common Stock are duly authorized,
validly  issued,  fully paid, non-assessable and free of preemptive rights. When
issued,  the  INDI  Shares  will be duly authorized, validly issued, fully paid,
non-assessable  and  free  of  preemptive  rights,  there  are no outstanding or
authorized  options,  rights, warrants, calls, convertible securities, rights to
subscribe, conversion rights or other agreements or commitments to which INDI is
a  party  or  which  are binding upon INDI providing for the issuance by INDI or

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transfer  by  INDI of additional shares of INDI's capital stock and INDI has not
reserved  any  shares  of  its  capital  stock  for  issuance, nor are there any
outstanding  stock  option  rights, phantom equity or similar rights, contracts,
arrangements  or commitments to issue capital stock of INDI. There are no voting
trusts  or  any other agreements or understandings with respect to the voting of
INDI's  capital  stock.

     4.3  Certain  Corporate  Matters.  INDI is duly licensed or qualified to do
          ---------------------------
business  and is in good standing as a foreign corporation in every jurisdiction
in  which  the  character  of  INDI's  properties  or  nature of INDI's business
requires  it  to  be  so  licensed or qualified other than such jurisdictions in
which  the  failure  to  be so licensed or qualified does not, or insofar as can
reasonably  be  foreseen, in the future will not, have a material adverse effect
on  its  financial  condition,  results of operations or business. INDI has full
corporate  power  and  authority  and  all  authorizations, licenses and permits
necessary  to  carry  on  the  business  in  which  it is engaged or in which it
proposes presently to engage and to own and use the properties owned and used by
it.  INDI has delivered to Broad Faith true, accurate and complete copies of its
Certificate  of  Incorporation and Bylaws, which reflect all restatements of and
amendments  made  thereto  at  any time prior to the date of this Agreement. The
records  of  meetings  of  the  stockholders  and Board of Directors of INDI are
complete and correct in all material respects. The stock records of INDI and the
stockholder  lists of INDI that INDI has previously furnished to Broad Faith are
complete  and correct in all material respects and accurately reflect the record
ownership  and  the beneficial ownership of all the outstanding shares of INDI's
capital  stock  and any other outstanding securities issued by INDI. INDI is not
in  default  under  or  in  violation  of  any  provision  of its Certificate of
Incorporation  or  Bylaws  in  any material respect. INDI is not in any material
default  or  in  violation  of  any  restriction,  lien, encumbrance, indenture,
contract, lease, sublease, loan agreement, note or other obligation or liability
by  which  it  is  bound  or  to  which  any  of  its  assets  is  subject.

     4.4     Authority  Relative  to  this  Agreement.  INDI  has  the requisite
             ----------------------------------------
corporate  power  and  authority  to enter into this Agreement and carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by  INDI  and the consummation of the transactions contemplated hereby have been
duly  authorized  by  the Board of Directors of INDI and no other actions on the
part  of  INDI  are  necessary  to  authorize this Agreement or the transactions
contemplated  hereby.  This  Agreement  has  been  duly and validly executed and
delivered  by  INDI  and  constitutes  a  valid  and binding obligation of INDI,
enforceable  in  accordance  with  its  terms, except as such enforcement may be
limited  by  bankruptcy,  insolvency  or  other  similar  laws  affecting  the
enforcement  of  creditors' rights generally or by general principles of equity.

     4.5     Consents  and  Approvals;  No  Violations.  Except  for  applicable
             -----------------------------------------
requirements  of  federal securities laws and state securities or blue-sky laws,
no  filing with, and no permit, authorization, consent or approval of, any third
party, public body or authority is necessary for the consummation by INDI of the
transactions  contemplated by this Agreement. Neither the execution and delivery
of  this  Agreement  by  INDI  nor  the consummation by INDI of the transactions
contemplated  hereby,  nor compliance by INDI with any of the provisions hereof,
will  (a) conflict with or result in any breach of any provisions of the charter
or  Bylaws  of INDI, (b) result in a violation or breach of, or constitute (with
or  without  due notice or lapse of time or both) a default (or give rise to any
right  of  termination,  cancellation  or acceleration) under, any of the terms,
conditions  or  provisions  of  any  note,  bond,  mortgage, indenture, license,

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contract,  agreement  or other instrument or obligation to which INDI is a party
or  by  which  it or any of its properties or assets may be bound or (c) violate
any  order,  writ, injunction, decree, statute, rule or regulation applicable to
INDI,  or any of its properties or assets, except in the case of clauses (b) and
(c) for violations, breaches or defaults which are not in the aggregate material
to  INDI  taken  as  a  whole.

     4.6     SEC Documents.  INDI hereby makes reference to the following
             -------------
documents filed with the United States Securities and Exchange Commission (the
"SEC"), as posted on the SEC's website, www.sec.gov:  (collectively, the "SEC
                                        -----------
Documents"): (a) Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001; (b) General Form For Registration of Securities Of Small Business
Issuers on Form 10-SB12G as filed on December 4, 2000, and all amendments
thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March
31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and
September 30, 2002, and all amendments thereto.  The SEC Documents constitute
all of the documents and reports that INDI was required to file with the SEC
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules
and regulations promulgated thereunder by the SEC since the effectiveness of
INDI's Form 10-SB12G filed on December 4, 2000.  As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the
Exchange Act and the rules and regulations promulgated thereunder and none of
the SEC Documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of INDI included in the SEC Documents
comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with generally accepted accounting
principles in the United States (except, in the case of unaudited statements, as
permitted by the applicable form under the Exchange Act) applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto) and fairly present the financial position of INDI as of the dates
thereof and its statements of operations, stockholders' equity and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
normal and recurring year-end audit adjustments which were and are not expected
to have a material adverse effect on INDI, its business, financial condition or
results of operations).  Except as and to the extent set forth on the
consolidated balance sheet of INDI as of September 30, 2002, including the notes
thereto, INDI has no liability or obligation of any nature (whether accrued,
absolute, contingent or otherwise and whether required to be reflected on a
balance sheet or not), except for liabilities and obligations incurred in the
ordinary course of business consistent with past practices since September 30,
2002 which in the aggregate could not reasonably be expected to have a material
adverse effect on INDI, its business, financial condition or results of
operations.

     4.7     Financial Statements.
             --------------------

          (a)     Included in the SEC Documents are the audited balance sheet of
INDI as at December 31, 2001, and the related statements of income,
stockholders' equity and cash flows for the two years then ended, together with
the unqualified report thereon (except with respect to continuation as a going
concern) of Randy Simpson CPA, P.C. ("Simpson"), independent auditor
(collectively, "INDI's Audited Financials").


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     (b)     Included in the SEC Documents are the unaudited balance sheets of
INDI as at September 30, 2002, and the related statements of operations and cash
flows for the nine months ended September 30, 2002, as reviewed by Simpson
("INDI's Interim Financials").  The unaudited balance sheet at September 30,
2002 included in INDI's Interim Financials is hereinafter referred to as the
"Unaudited Balance Sheet" and September 30, 2002 is hereinafter referred to as
the "INDI Balance Sheet Date".

          (c)     INDI's  Audited  Financials  and  INDI's  Interim  Financials
(collectively  "INDI's  Financial  Statements")  are  (i) in accordance with the
books  and  records of INDI, (ii) correct and complete, (iii) fairly present the
financial  position and results of operations of INDI as of the dates indicated,
and  (iv)  prepared  in  accordance  with  U.S.  GAAP (except that (x) unaudited
financial  statements  may not be in accordance with GAAP because of the absence
of  footnotes normally contained therein, and (y) interim (unaudited) financials
are  subject to normal year-end audit adjustments that in the aggregate will not
have  a  material  adverse  effect on INDI, its business, financial condition or
results  of  operations.

     4.8     Events Subsequent to Financial Statements. Since December 31, 2001,
             -----------------------------------------
there  has  not  been:

(a)  Any sale, lease, transfer, license or assignment of any assets, tangible or
intangible,  of  INDI;

(b)  Any  damage,  destruction  or  property  loss,  whether  or  not covered by
insurance,  affecting  adversely  the  properties  or  business  of  INDI;

(c)  Any declaration or setting aside or payment of any dividend or distribution
with  respect to the shares of capital stock of INDI or any redemption, purchase
or  other  acquisition  of  any  such  shares;

(d)  Any subjection to any lien on any of the assets, tangible or intangible, of
INDI;

(e)  Any incurrence of indebtedness or liability or assumption of obligations by
INDI;

(f)  Any  waiver  or  release  by  INDI  of  any  right  of  any material value;

(g)  Any  compensation  or  benefits  paid  to  officers  or  directors of INDI;

(h)  Any change made or authorized in the Certificate of Incorporation or Bylaws
of  INDI;  or

(i)  Any  loan to or other transaction with any officer, director or stockholder
of  INDI giving rise to any claim or right of INDI against any such person or of
such  person  against  INDI.

(j)  any  material  adverse  change in the condition (financial or otherwise) of
the  properties,  assets,  liabilities  or  business  of  INDI.


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<PAGE>

     4.9     Undisclosed  Liabilities.  Except  as otherwise disclosed in INDI's
             ------------------------
Financial  Statements,  INDI has no material liability or obligation whatsoever,
either  direct  or indirect, matured or unmatured, accrued, absolute, contingent
or  otherwise.

     4.10     Tax  Matters.
              ------------

(a)  INDI  has  duly  filed  all  material federal, state, local and foreign tax
returns  required to be filed by or with respect to it with the Internal Revenue
Service  or other applicable taxing authority, and no extensions with respect to
such  tax  returns  have  been  requested  or  granted;

(b)  INDI  has  paid,  or  adequately  reserved  against  in  INDI's  Financial
Statements,  all  material  taxes  due, or claimed by any taxing authority to be
due,  from  or  with  respect  to  it;

(c)  To  the  best knowledge of INDI, there has been no material issue raised or
material  adjustment  proposed  (and  none  is  pending) by the Internal Revenue
Service  or  any  other  taxing  authority  in connection with any of INDI's tax
returns;

(d)  No  waiver  or  extension  of any statute of limitations as to any material
federal,  state, local or foreign tax matter has been given by or requested from
INDI;  and

(e)  INDI  has  not filed a consent under Section 341(f) of the Internal Revenue
Code  of  1986,  as  amended.

     For  the  purposes  of  this Section 4.10, a tax is due (and must therefore
                                  ------------
either  be  paid  or adequately reserved against in INDI's Financial Statements)
only  on  the  last  date  payment  of  such tax can be made without interest or
penalties,  whether  such  payment  is  due  in  respect  of  estimated  taxes,
withholding  taxes,  required  tax  credits  or  any  other  tax.

     4.11     Real  Property.  INDI  does  not  own  or lease any real property.
              --------------

     4.12     Books  and Records. The books and records of INDI delivered to the
              ------------------
Stockholder  prior  to  the Closing fully and fairly reflect the transactions to
which  INDI  is  a  party  or  by  which  it  or  its  properties  are  bound.

     4.13     Questionable  Payments.  Neither  INDI  nor any employee, agent or
              ----------------------
representative  of  it  has, directly or indirectly, made any bribes, kickbacks,
illegal  payments or illegal political contributions using Company funds or made
any  payments  from INDI's funds to governmental officials for improper purposes
or  made  any  illegal  payments from INDI's funds to obtain or retain business.

     4.14  Environmental  Matters.
           ----------------------

(a)     Definitions.  For  the  purpose  of  this Agreement, the following terms
        -----------
shall  have  the  meaning  herein  specified:


                                       10
<PAGE>

     (i) "Governmental Authority" shall mean the United States, each state, each
     county,  each  city  and  each  other political subdivision in which INDI's
     business  is  located,  and  any  court,  political  subdivision, agency or
     instrumentality  with  jurisdiction  over  INDI's  business.

     (ii)  "Environmental  Laws"  shall mean (A) the Comprehensive Environmental
     Response,  Compensation  and  Liability  Act  of  1980,  as  amended by the
     Superfund  Amendments  and Reauthorization Act of 1986, 42 U.S.C.A. 9601 et
     seq. ("CERCLA"), (B) the Resource Conservation and Recovery Act, as amended
     by  the  Hazardous  and  Solid Waste Amendment of 1984, 42 U.S.C.A. 6901 et
     seq.  ("RCRA"),  (C)  the  Clean Air Act, 42 U.S.C.A. 7401 et seq., (D) the
     Federal  Water Pollution Control Act, as amended, 33 U.S.C.A. 1251 et seq.,
     (E)  the  Toxic  Substances  Control Act, 15 U.S.C.A. 2601 et seq., (F) all
     applicable  state  laws,  and (G) all other laws and ordinances relating to
     municipal  waste,  solid  waste,  air pollution, water pollution and/or the
     handling,  discharge, disposal or recovery of on-site or off-site hazardous
     substances or materials, as each of the foregoing has been or may hereafter
     be  amended  from  time  to  time.

     (iii)  "Hazardous  Materials"  shall mean, among others, (A) any "hazardous
     waste"  as defined by RCRA, and regulations promulgated thereunder; (B) any
     "hazardous  substance"  as  defined  by CERCLA, and regulations promulgated
     thereunder;  (C)  any  "toxic  pollutant"  as  defined in the Federal Water
     Pollution  Prevention  and Control Act, as amended, 33 U.S.C. 1251 et seq.,
     (commonly  known  as  "CWA"  for  "Clean  Water  Act"), and any regulations
     thereunder;  (D)  any  "hazardous  air  pollutant"  as  defined  in the Air
     Pollution  Prevention  and  Control Act, as amended, 42 U.S.C. 7401 et seq.
     (commonly  known  as  "CAA"  for  "Clean  Air  Act")  and  any  regulations
     thereunder;  (E) asbestos; (F) polychlorinated biphenyls; (G) any substance
     the  presence of which at the Business Location (as hereinafter defined) is
     prohibited  by any Environmental Laws; and (H) any other substance which is
     regulated  by  any  Environmental  Laws.

     (iv)  "Hazardous  Materials  Contamination"  shall  mean  the  presence  of
     Hazardous  Materials  in  the  soil,  groundwater,  air  or any other media
     regulated  by  the Environmental Laws on, under or around INDI's facilities
     at  levels  or  concentration  which  trigger  any  requirement  under  the
     Environmental  Laws  to  remove,  remediate,  mitigate,  abate or otherwise
     reduce  the  level  or  concentration  of the Hazardous Materials. The term
     "Hazardous  Materials  Contamination"  does  not  include  the  presence of
     Hazardous  Materials  in  process tanks, lines, storage or reactor vessels,
     delivery  trucks  or  any  other  equipment  or containers, which Hazardous
     Materials  are  used  in  the  manufacture,  processing, distribution, use,
     storage,  sale,  handling,  transportation, recycling, reuse or disposal of
     the  products  that  were  manufactured  and/or  distributed  by  INDI.

     (v) "Business Location" shall mean any real property, building, facility or
     structure  owned, leased or occupied by INDI at any time from its inception
     until  the  present.

                                       11
<PAGE>

(b)     Representations  and  Warranties.  Based  on the foregoing, INDI and the
        --------------------------------
INDI  Stockholder,  jointly  and  severally,  represent  and  warrant  that:

     (i)  To  the  best  knowledge  of  INDI and the INDI Stockholder, after due
     investigation,  there  has  been no material failure by INDI to comply with
     all  applicable requirements of Environmental Laws relating to INDI, INDI's
     operations,  and  INDI's  manufacture,  processing,  distribution,  use,
     treatment,  generation,  recycling,  reuses,  sale,  storage,  handling,
     transportation  or disposal of any Hazardous Material and INDI is not aware
     of any facts or circumstances which could materially impair such compliance
     with  all  applicable  Environmental  Laws.

     (ii)  INDI  has  not received notice from any Governmental Authority or any
     other  person of any actual or alleged violation of any Environmental Laws,
     nor  is  any  such  notice  anticipated.

     (iii)  To  the  best  knowledge of INDI and the INDI Stockholder, after due
     investigation, Environmental Laws do not require that any permits, licenses
     or  similar authorizations to construct, occupy or operate any equipment or
     facilities  used  in  the  conduct  of  INDI's  business.

     (iv)  No Hazardous Materials are now located at the Business Location, and,
     to  the  best knowledge of INDI, after due investigation, INDI has not ever
     caused  or  permitted  any  Hazardous  Materials  to  be generated, placed,
     stored,  held,  handled,  located  or used at the Business Location, except
     those  which  may  lawfully  be  used,  transported, stored, held, handled,
     generated  or  placed  at  the  Business  Location in the conduct of INDI's
     business.

     (v)  INDI  has  not  received  any  notices,  whether  from  a Governmental
     Authority  or some other third party, that Hazardous Material Contamination
     exists  at  the Business Location or at any other location utilized by INDI
     in  the conduct of its business nor is INDI aware of any circumstances that
     would  give  rise  to  an  allegation  of  such  contamination.

     (vi)  To  the  best  knowledge  of INDI and the INDI Stockholder, after due
     investigation,  no  investigation,  administrative  order, consent order or
     agreement,  litigation or settlement with respect to Hazardous Materials or
     Hazardous  Materials  Contamination  is  proposed, threatened, anticipated,
     pending  or otherwise in existence with respect to the Business Location or
     with  respect  to  any  other  site  controlled  or utilized by INDI in the
     operation  of  its  business.  To  the  best  knowledge  of INDI, after due
     investigation,  the  Business  Location  is not currently on, and has never
     been  on,  any  federal  or  state  "Superfund"  or  "Superlien"  list.

                                       12
<PAGE>

     4.15     Intellectual  Property.  INDI  does not own or use any trademarks,
              ----------------------
trade names, service marks, patents, copyrights or any applications with respect
thereto.  INDI has no knowledge of any claim that, or inquiry as to whether, any
product,  activity  or  operation  of  INDI  infringes  upon or involves, or has
resulted  in  the  infringement  of, any trademarks, trade-names, service marks,
patents, copyrights or other proprietary rights of any other person, corporation
or  other  entity;  and  no proceedings have been instituted, are pending or are
threatened.

     4.16     Insurance.  INDI  has  no  insurance  policies  in  effect.
              ---------

     4.17     Contracts.  Except  as  set  forth  on  Schedule 4.17, INDI has no
              ---------                               -------------
material  contracts,  leases,  arrangements  or  commitments  (whether  oral  or
written). INDI is not a party to or bound by or affected by any contract, lease,
arrangement  or  commitment  (whether  oral  or  written)  relating  to: (a) the
employment  of any person; (b) collective bargaining with, or any representation
of  any  employees  by,  any  labor union or association; (c) the acquisition of
services,  supplies,  equipment  or other personal property; (d) the purchase or
sale  of  real  property; (e) distribution, agency or construction; (f) lease of
real  or  personal  property  as lessor or lessee or sublessor or sublessee; (g)
lending  or advancing of funds; (h) borrowing of funds or receipt of credit; (i)
incurring  any  obligation  or  liability; or (j) the sale of personal property.

     4.18     Litigation.  INDI  is  not subject to any judgment or order of any
              ----------
court or quasijudicial or administrative agency of any jurisdiction, domestic or
foreign,  nor  is  there  any  charge,  complaint,  lawsuit  or  governmental
investigation  pending  against  INDI.  INDI  is  not a plaintiff in any action,
domestic  or foreign, judicial or administrative. There are no existing actions,
suits, proceedings against or investigations of INDI, and INDI knows of no basis
for such actions, suits, proceedings or investigations. There are no unsatisfied
judgments,  orders, decrees or stipulations affecting INDI or to which INDI is a
party.

     4.19  Employees.  INDI  does  not have any employees. INDI does not owe any
           ---------
compensation  of  any  kind,  deferred  or otherwise, to any current or previous
employees. INDI has no written or oral employment agreements with any officer or
director  of  INDI. INDI is not a party to or bound by any collective bargaining
agreement.  Except  as  set  forth on Schedule 4.19, there are no loans or other
                                      -------------
obligations  payable  or  owing by INDI to any stockholder, officer, director or
employee  of  INDI,  nor are there any loans or debts payable or owing by any of
such  persons to INDI or any guarantees by INDI of any loan or obligation of any
nature  to  which  any  such  person  is  a  party.

     4.20     Employee  Benefit Plans. INDI has no (a) non-qualified deferred or
              -----------------------
incentive  compensation  or  retirement  plans  or  arrangements,  (b) qualified
retirement  plans or arrangements, (c) other employee compensation, severance or
termination  pay  or  welfare benefit plans, programs or arrangements or (d) any
related  trusts,  insurance  contracts or other funding arrangements maintained,
established  or  contributed  to  by  INDI.

     4.21     Legal  Compliance.  To  the  best  knowledge  of  INDI,  after due
              -----------------
investigation,  no claim has been filed against INDI alleging a violation of any
applicable laws and regulations of foreign, federal, state and local governments
and  all  agencies  thereof.  INDI  holds all of the material permits, licenses,
certificates  or  other  authorizations  of  foreign,  federal,  state  or local
governmental  agencies  required  for  the  conduct of its business as presently
conducted.


                                       13
<PAGE>

     4.22  No  Subsidiaries.  INDI  does  not  own any capital stock or have any
           ----------------
interest  in  any  corporation,  partnership,  or  other  form  of  business
organization.

     4.23     Broker's  Fees.  Neither  INDI,  nor  anyone on its behalf has any
              --------------
liability  to  any  broker, finder, investment banker or agent, or has agreed to
pay  any  brokerage  fees,  finder's  fees  or  commissions, or to reimburse any
expenses  of  any  broker, finder, investment banker or agent in connection with
this  Agreement.

     4.24     Disclosure.  The  representations and warranties and statements of
              ----------
fact  made  by  INDI in this Agreement are, as applicable, accurate, correct and
complete  and  do not contain any untrue statement of a material fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information  contained  herein  not  false  or  misleading.

                                    ARTICLE 5
                                 INDEMNIFICATION

     5.1     The  INDI  Stockholder  hereby agrees to indemnify Broad Faith, the
Stockholder  and  each  of  the  officers,  agents  and directors of Broad Faith
against  any  loss,  liability,  claim,  damage  or  expense (including, but not
limited  to,  any  and  all  expenses  whatsoever  reasonably  incurred  in
investigating,  preparing  or  defending  against  any  litigation, commenced or
threatened,  or  any  claim  whatsoever)  to which it or they may become subject
arising  out  of  or  based  on  any  breach  of  or  inaccuracy  in  any of the
representations  and  warranties made by INDI and/or the INDI Stockholder herein
or  any  misrepresentation  made  by  INDI  and/or  the INDI Stockholder in this
Agreement.  The indemnification provided for in this paragraph shall survive the
Closing  until  the  expiration  of  the  applicable  statute  of  limitations.

                                    ARTICLE 6
                     COVENANTS AND AGREEMENTS OF THE PARTIES
                           EFFECTIVE PRIOR TO CLOSING

6.1    Corporate Examinations and Investigations.  Prior to the Closing, each
       -----------------------------------------
party shall be entitled, through its employees and representatives, to make such
investigations and examinations of the books, records and financial condition of
Broad Faith (and its consolidated subsidiaries) and INDI as each party may
request.  In order that each party may have the full opportunity to do so, Broad
Faith and INDI, the Stockholder and the INDI Stockholder shall furnish each
party and its representatives during such period with all such information
concerning the affairs of Broad Faith or INDI as each party or its
representatives may reasonably request and cause Broad Faith or INDI and their
respective officers, employees, consultants, agents, accountants and attorneys
to cooperate fully with each party's representatives in connection with such
review and examination and to make full disclosure of all information and
documents requested by each party and/or its representatives.  Any such
investigations and examinations shall be conducted at reasonable times and under
reasonable circumstances, it being agreed that any examination of original
documents will be at each party's premises, with copies thereof to be provided
to each party and/or its representatives upon request.

                                       14
<PAGE>

     6.2     Cooperation; Consents.  Prior to the Closing, each party shall
             ---------------------
cooperate with the other parties to the end that the parties shall (i) in a
timely manner make all necessary filings with, and conduct negotiations with,
all authorities and other persons the consent or approval of which, or the
license or permit from which is required for the consummation of the Exchange
and (ii) provide to each other party such information as the other party may
reasonably request in order to enable it to prepare such filings and to conduct
such negotiations.

     6.3     Conduct of Business.  Subject to the provisions hereof, from the
             -------------------
date hereof through the Closing, each party hereto shall  (i) conduct its
business in the ordinary course and in such a manner so that the representations
and warranties contained herein shall continue to be true and correct in all
material respects as of the Closing as if made at and as of the Closing and (ii)
not enter into any material transactions or incur any material liability not
required or specifically contemplated hereby, without first obtaining the
written consent of Broad Faith and the Stockholder on the one hand and INDI and
the INDI Stockholder on the other hand.  Without the prior written consent of
Broad Faith, the Stockholder, INDI or the INDI Stockholder, except as required
or specifically contemplated hereby, each party shall not undertake or fail to
undertake any action if such action or failure would render any of said
warranties and representations untrue in any material respect as of the Closing.

     6.4  Litigation.  From  the  date  hereof  through  the  Closing,
          ----------
each party hereto shall promptly notify the representative of the other parties
of any lawsuits, claims, proceedings or investigations which after the date
hereof are threatened or commenced against such party or any of its affiliates
or any officer, director, employee, consultant, agent or shareholder thereof, in
their capacities as such, which, if decided adversely, could reasonably be
expected to have a material adverse effect upon the condition (financial or
otherwise), assets, liabilities, business, operations or prospects of such party
or any of its subsidiaries.

     6.5  Notice  of  Default.  From  the  date  hereof  through  the
          -----------------
Closing, each party hereto shall give to the representative of the other parties
prompt written notice of the occurrence or existence of any event, condition or
circumstance occurring which would constitute a violation or breach of this
Agreement by such party or which would render inaccurate in any material respect
any of such party's representations or warranties herein.

                                    ARTICLE 7
                              CONDITIONS TO CLOSING

     7.1     Conditions  to Obligations of Broad Faith and the Stockholder.  The
             -------------------------------------------------------------
obligations  of  Broad  Faith  and the Stockholder under this Agreement shall be
subject  to  each  of  the  following  conditions:

          (a)     Closing  Deliveries.  At  the  Closing,  INDI  and/or the INDI
                  -------------------
Stockholder  shall  have  delivered or caused to be delivered to Broad Faith and
the  Stockholder  the  following:

               (i)  resolutions  duly  adopted by the Board of Directors of INDI
          authorizing and approving the Exchange and the execution, delivery and
          performance  of  this  Agreement;

                                       15
<PAGE>

               (ii)  a  certificate of good standing for INDI from the Secretary
          of  State  of  the  State  of Nevada, dated not earlier than five days
          prior  to  the  Closing  Date;

               (iii)  subject  to  compliance with Section 14(f) of the Exchange
          Act  and  Rule  14f-1 thereunder, written resignations of all officers
          and  directors of INDI in office immediately prior to the Closing, and
          board  resolutions electing the following individuals to the positions
          with  INDI  listed  opposite  their  names  below:

           Dr.  Kit  Tsui . . . . . . .    Chairman  of  the  Board;  CEO
           Mr.  Weijiang  Yu  . . . . . . . . . . .  Director;  President;
           Mr.  Zhiyong  Xu   . . . . . . . . . . . . . . . .   Director

               (iv) certificate representing the INDI Shares bearing the name of
          the  Stockholder;

               (v) such other documents as Broad Faith may reasonably request in
          connection  with  the  transactions  contemplated  hereby.

     (b)     Representations and Warranties to be True.    The representations
             -----------------------------------------
and warranties of INDI and the INDI Stockholder herein contained shall be true
in all material respects at the Closing with the same effect as though made at
such time.  INDI and the INDI Stockholder shall have performed in all material
respects all obligations and complied in all material respects with all
covenants and conditions required by this Agreement to be performed or complied
with by them at or prior to the Closing.

     7.2     Conditions  to  Obligations  of  INDI and the INDI Stockholder. The
             --------------------------------------------------------------
obligations  of  INDI  and  the  INDI  Stockholder under this Agreement shall be
subject  to  each  of  the  following  conditions:

          (a)     Closing Deliveries.    On the Closing Date, Broad Faith and/or
                  ------------------
the  Stockholder  shall  have  delivered  to  INDI  the  following:

               (i)  one or more certificates representing the Broad Faith Shares
          to  be  delivered  pursuant  to  this  Agreement  duly  endorsed  or
          accompanied  by  duly  executed  stock  power;  and

               (ii)  such  other  documents  as  INDI  may reasonably request in
          connection  with  the  transactions  contemplated  hereby.

     (b)     Representations  and  Warranties to be True.    The representations
             -------------------------------------------
and warranties of Broad Faith and the Stockholder herein contained shall be true
in  all  material respects at the Closing with the same effect as though made at
such  time.  Broad Faith and the Broad Faith Stockholder shall have performed in
all material respects all obligations and complied in all material respects with
all  covenants  and  conditions  required  by  this Agreement to be performed or
complied  with  by  them  at  or  prior  to  the  Closing.

                                       16
<PAGE>

          (c) Director Questionnaires. Each of the individuals listed in Section
              ------------------------
7.1(a)(iii)  shall  have  submitted  to  INDI's  legal counsel, no later than 15
calendar  days  prior  to  the  Closing Date, a written response to the director
questionnaire  previously delivered to Broad Faith, and upon receipt of all such
responses  INDI's  legal counsel shall prepare and file with the SEC at least 10
calendar  days  prior  to  the  Closing  Date an Information Statement Notice of
Change  In  Control  and of a Majority of Directors pursuant to Section 14(f) of
the  Exchange  Act  and  Rule 14f-1 thereunder.  The Stockholder and Broad Faith
shall  have  the  opportunity to review and provide comments to such Information
Statement  prior  to  its  filing  with  the  SEC.



                                    ARTICLE 8
                             POST-CLOSING COVENANTS


     8.1     Lock-Up/Leak-Out Agreement; Rule 144
             ------------------------------------

          (a)     Lock-Up/Leak-Out Agreement.  Following the Closing, in no
                  --------------------------
event shall the INDI Stockholder, Roberts and Terry, acting as a group, sell
more than:  200,000 shares of INDI common stock within 90 days after the
Closing; or more than 1,000,000 shares during the period commencing on the 91st
day after the Closing Date and ending on the 180th day after the Closing Date;
or more than 1,000,000 shares during the period commencing on the 181st day
after the Closing Date and ending on the 270th day after the Closing; or more
than 1,400,000 shares during the period commencing on the 271st day after the
Closing and ending on the 360th day following the Closing.  The number of shares
subject to this Section 8.1 shall be adjusted accordingly in the event a reverse
stock split or other recapitalization is effected during a period covered
hereby.  Any shares permitted to be sold but not sold during a period specified
above shall not accrue to the next period, and the INDI Stockholder shall not be
permitted to sell during any specified period more than the number of shares
listed above for such period.  At the Closing, the INDI Stockholder, Roberts and
Terry shall deliver to INDI's stock transfer agent one or more stock
certificates collectively representing 3,600,000 shares (collectively, the
"Lock-Up Shares") of INDI common stock with instructions to place an appropriate
legend (the "Lock-Up Legend") referring to these transfer restrictions on such
certificate(s).  INDI shall consent to the removal of such restrictive legends
to the extent such removal is appropriate under this Section 8.1 and permitted
by applicable law.

          (b)     Rule 144.  Subject to and in conformity with the restrictions
                  --------
set forth in Section 8.1(a) above, INDI shall cooperate with the INDI
Stockholder, Roberts and Terry in permitting sales of stock by such persons
pursuant to Rule 144.  Promptly upon receipt of a standard seller's
representation form, a standard broker's representation form, and a signed Form
144, INDI shall promptly provide authorization to INDI's transfer agent to

                                       17
<PAGE>


remove the restrictive 144 legend from the stock certificate for resale by such
person or deposit into the account of a brokerage firm for resale by such
person.  Upon written request of the INDI Stockholder, Roberts, and/or Terry, as
the case may be, INDI shall promptly remove from INDI stock certificates of such
persons any 144 legend three months following Closing Date as reasonably
permitted pursuant to Rule 144(k); provided, however, that such certificates
shall continue to bear the Lock-Up Legend subject to and in compliance with
Section 8.1(a) above.

     8.2     Limitation on Reverse-Split.  The Stockholder and INDI hereby agree
             ---------------------------
that INDI shall not within the 360 days following the date of this Agreement
combine (i.e. reverse-split) its outstanding capital stock by any ratio greater
than 4 to 1, and shall not effect such combination (i.e. reverse-split) more
than once during such period.

     8.3     INDI 2002 Audit Fees.  The INDI Stockholder hereby agrees to pay
             --------------------
all fees and costs associated with the preparation of INDI's 2002 audit and
shall cooperate fully with and provide all requisite information and documents
to INDI's auditor during the 2002 audit process.

     8.4     Financial Records.  The INDI Stockholder hereby agrees to provide
all original financial bookkeeping records of INDI to the Stockholder no later
than February 18, 2003.

                               GENERAL PROVISIONS

     9.1     Notices. All notices and other communications hereunder shall be in
             -------
writing  and  shall  be  deemed to have been duly given if delivered personally,
sent  by  overnight  courier  or mailed by registered or certified mail (postage
prepaid  and  return  receipt  requested)  to  the  party to whom the same is so
delivered,  sent  or  mailed at addresses set forth on the signature page hereof
(or  at  such  other  address for a party as shall be specified by like notice).

     9.2     Interpretation.  The  headings  contained in this Agreement are for
             --------------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this Agreement. References to Sections and Articles refer to
sections  and  articles  of  this  Agreement  unless  otherwise  stated.

     9.3     Severability.  If  any  term, provision, covenant or restriction of
             ------------
this  Agreement is held by a court of competent jurisdiction to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of  this Agreement shall remain in full force and effect and shall
in  no  way be affected, impaired or invalidated and the parties shall negotiate
in  good  faith  to  modify  this Agreement to preserve each party's anticipated
benefits  under  this  Agreement.

     9.4     Miscellaneous.  This  Agreement  (together with all other documents
             -------------
and  instruments  referred  to herein): (a) constitutes the entire agreement and
supersedes  all  other prior agreements and undertakings, both written and oral,
among  the  parties  with  respect  to  the subject matter hereof; (b) except as
expressly  set forth herein, is not intended to confer upon any other person any
rights  or  remedies hereunder and (c) shall not be assigned by operation of law
or  otherwise,  except  as  may  be  mutually agreed upon by the parties hereto.

     9.5     Separate  Counsel. Each party hereby expressly acknowledges that it
             -----------------
has  been advised to seek its own separate legal counsel for advice with respect


                                       18
<PAGE>

to  this  Agreement,  and  that  no  counsel to any party hereto has acted or is
acting  as  counsel to any other party hereto in connection with this Agreement.

     9.6     Governing  Law;  Venue.  This  Agreement  shall be governed by, and
             ----------------------
construed  and  enforced  in  accordance  with, the laws of the State of Nevada,
U.S.A.  Any and all actions brought under this Agreement shall be brought in the
state  and/or  federal  courts  of  the United States sitting in the City of Los
Angeles,  California  and  each  party  hereby waives any right to object to the
convenience  of  such  venue.

     9.7     Counterparts  and  Facsimile  Signatures.  This  Agreement  may  be
             ----------------------------------------
executed  in  two or more counterparts, which together shall constitute a single
agreement.  This  Agreement and any documents relating to it may be executed and
transmitted  to any other party by facsimile, which facsimile shall be deemed to
be,  and  utilized  in  all  respects  as,  an  original,  wet-inked  document.

     9.8     Amendment.  This Agreement may be amended, modified or supplemented
             ---------
only  by  an  instrument  in  writing  executed  by  all  parties  hereto.

     9.9     Parties  In  Interest:  No  Third  Party  Beneficiaries.  Except as
             -------------------------------------------------------
otherwise  provided  herein,  the  terms  and conditions of this Agreement shall
inure  to  the  benefit  of  and  be  binding  upon  the respective heirs, legal
representatives,  successors  and  assigns of the parties hereto. This Agreement
shall  not  be deemed to confer upon any person not a party hereto any rights or
remedies  hereunder.

     9.10     Waiver. No waiver by any party of any default or breach by another
              ------
party  of  any representation, warranty, covenant or condition contained in this
Agreement  shall be deemed to be a waiver of any subsequent default or breach by
such  party  of  the  same  or  any  other representation, warranty, covenant or
condition. No act, delay, omission or course of dealing on the part of any party
in  exercising  any  right, power or remedy under this Agreement or at law or in
equity  shall  operate  as  a  waiver thereof or otherwise prejudice any of such
party's  rights, powers and remedies. All remedies, whether at law or in equity,
shall  be  cumulative and the election of any one or more shall not constitute a
waiver  of  the  right  to  pursue  other  available  remedies.

     9.11 Expenses. At or prior to the Closing, the parties hereto shall pay all
          --------
of  their  own  expenses  relating  to  the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  the  fees  and  expenses  of their
respective  counsel  and  financial  advisers.

                               [SIGNATURES FOLLOW]



                                       19
<PAGE>

IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Amended  and Restated
Agreement  and  Plan  of  Share  Exchange  as  of  the date first written above.

INDUSTRIES  INTERNATIONAL  INC.

By:

Name:  ________________________

Title:  _________________________

Address:  1236  Wigwam  Street,  Mesquite  NV  89207


INDI  STOCKHOLDER:

____________________________
Daniel  Shuput

Address:
____________________________


_______________________________
WILLIAM  ROBERTS

Address:

________________________________


________________________________
GAYLE  TERRY

Address:

________________________________



                       [SIGNATURES CONTINUE ON NEXT PAGE]

                                       20
<PAGE>

                   [SIGNATURE PAGE TWO OF AMENDED AND RESTATED
                      AGREEMENT AND PLAN OF SHARE EXCHANGE]


IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Amended  and Restated
Agreement  and  Plan  of  Share  Exchange  as  of  the date first written above.


BROAD FAITH LIMITED

By:  _______________________________
Name:  Dr.  Kit  Tsui
Title:  President

Address:

_________________________________

_________________________________


___________________________________
DR.  KIT  TSUI

Address:

_________________________________

_________________________________




                                       21


<PAGE>


</TEXT>
</DOCUMENT>
