ENTERTECH MEDIA GROUP INC
SHARE EXCHANGE AGREEMENT
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<TYPE>EX-10
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<FILENAME>0003.txt
<DESCRIPTION>SHARE EXCHANGE AGREEMENT
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                            SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT (the "Agreement"),  is entered into as of
the ____ day of August,  2000, by and between Worldnet  Resources Group, Inc., a
Utah  corporation  of 4052 Del Rey Avenue,  Suite 108,  Marina Del Rey, CA 90292
("WNRG") and EnterTech Media Group,  Inc., a Nevada corporation of 4929 Wilshire
Boulevard,  Suite 830, Los Angeles, CA 90010 ("EnterTech")  hereinafter referred
to collectively as the "Parties".

                                RECITALS OF FACT

A.  EnterTech possesses expertise in the entertainment industry.

B.  WNRG possesses expertise in the Internet and Video Streaming.

C. The Parties desire to:

(1) Exchange a number of ordinary  common shares with one another (the "Shares")
as detailed in Schedule  "A" and;  (2) Appoint a single  Director to each of the
others Board of Directors and; (3) Work together to meet the objectives outlined
below.

                  Now  therefore,   in   consideration   of  the  covenants  and
conditions of this Agreement the parties agree as follows:

                  1.  Exchange of Shares.
                      ------------------
                  The Parties  agree to issue the necessary  share  certificates
                  within 3 working days of entering  into this  Agreement and to
                  provide each other with copies of the relevant  Board  Minutes
                  evidencing their proper issuance.

                  2. Directors.
                     ---------
                  Each of the  Parties  shall  have the right to have one person
                  serving  on the Board of  Directors  of the other  Party.  Any
                  nominated  individuals  will require the approval of the Board
                  of Directors of the company to whose Board they are  nominated
                  and such approval  shall not be  unreasonably  withheld.  Mark
                  Tolner  shall  be  the  initial  appointee  to  the  Board  of
                  Directors  of WNRG and  Stephen  Brown  shall  be the  initial
                  appointee to the Board of Directors of EnterTech  and each are
                  hereby approved in all respects by the Parties.

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                  3. Public Announcement.
                  -----------------------
                  The Parties hereby agree to announce this  Agreement  within a
                  period of seven  working  days by way of a press  release  the
                  text of which shall be mutually approved.

                  4. Mutual Objectives.
                     -----------------
                  The Parties  hereby  agree to work  together to further  their
                  general mutual objectives which include but are not limited to
                  the following:

(4) The  streaming of feature film and short films and related  content to users
    of the Internet who visit websites operated by the Parties and;
(5) The exchange of relevant market information and expertise and;
(6) The mutual promotion of each of the Parties business models and interests.

                  5. Miscellaneous.
                     -------------

                              (a) Recitals. The statements contained in Recitals
                  shall be deemed  representations  and  warranties or covenants
                  and agreements, as the case may be, of the respective parties.

                              (b)  Entire  Agreement.  This  Agreement  and  the
                  Exhibits  hereto  set forth the  entire  understanding  of the
                  parties  with  respect  to  the  subject   matter  hereof  and
                  supersedes all existing  agreements among them concerning such
                  subject  matter,  and  may  be  modified  only  by  a  written
                  instrument  duly  executed by the party to be charged with the
                  approval of its board of directors.

                              (c)  Notices.  Any  notice or other  communication
                  required  or  permitted  to be  given  hereunder  shall  be in
                  writing and shall be mailed by certified mail,  return receipt
                  requested or delivered against receipt to the party to whom it
                  is to be given at the  address  of such party set forth in the
                  preamble to this  Agreement  (or to such other  address as the
                  party shall have  furnished in writing in accordance  with the
                  provisions  of  this  Section  7),  with a copy to each of the
                  other parties hereto.  Any notice given to any corporate party
                  shall  be  addressed  to  the  attention  of  its  Corporation
                  Secretary.   Any  notice  or  other   communication  given  by
                  certified mail (or by such comparable  method) shall be deemed
                  given  at the time of  certification  thereof  (of  comparable
                  act),  except for a notice  changing a party's  address  which
                  shall be deemed given at the time of receipt thereof.

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                              (d) Waiver. Any waiver by any party of a breach of
                  any  provision  of this  Agreement  shall not operate as or be
                  construed to be a waiver of any other breach of such provision
                  or of any breach of any other provision of this Agreement. The
                  failure of a party to insist upon strict adherence to any term
                  of  this  Agreement  on one or  more  occasions  shall  not be
                  considered  a  waiver  or  deprive  that  party  of the  right
                  thereafter to insist upon strict adherence to that term or the
                  right  thereafter to insist upon strict adherence to that term
                  or any other term of this Agreement.

                              (e)  Assignment.  The provisions of this Agreement
                  shall be binding  upon and inure to the benefit of the parties
                  hereto  and  the  respective  successors  and  assigns  of the
                  parties.

                              (f)   Severability.   If  any  provision  of  this
                  Agreement is invalid,  illegal, or unenforceable,  the balance
                  of this Agreement shall remain in effect, and if any provision
                  is  inapplicable  to any  person  or  circumstance,  it  shall
                  nevertheless  remain  applicable  to  all  other  persons  and
                  circumstances.

                              (g) Headings.  The headings in this  Agreement are
                  solely  for  convenience  of  reference  and shall be given no
                  effect  in  the   construction  or   interpretation   of  this
                  Agreement.

                              (h) No Agency. Nothing contained in this Agreement
                  shall authorize, empower, or constitute either party the agent
                  of the other in any manner;  authorize or empower either party
                  to  assume  or  create  any   obligation   or   responsibility
                  whatsoever, express or implied, on behalf of or in the name of
                  the other;  or authorize  or empower  either party to bind the
                  other in any manner or made any representation,  warranty,  or
                  commitment on behalf of the other.

                              (i)  Time.   Time  is  of  the   essence  of  this
                  Agreement.

                              (j)   Construction.   This   agreement   shall  be
                  construed  and  enforced  in  accordance  with the laws of the
                  State of California, excluding conflicts of laws.

                              (k)  Expenses.  Each  party  shall  bear their own
                  expenses   incurred  in  connection   with  the   negotiation,
                  execution,   Closing  and   performance  of  this   Agreement,
                  including counsel fees and accountant fees.

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    EnterTech Media Group, Inc.            Worldnet Resources Group, Inc.

    By: /s/ Mark Tolner                    By: /s/ Stephen Brown
    ------------------------------         --------------------------------
            Mark Tolner, President                 Stephen Brown, President

    Date: 8-10-00                          Date: 8-10-00
    -------------                          -------------

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   Schedule A

   Details of Shares to be exchanged by the Parties:

1. Worldnet  Resources  Group,  Inc.,  shall issue  10,000,000 (ten million) new
   restricted  ordinary common voting shares to EnterTech Media Group, Inc. WNRG
   agrees  that 50% (fifty  per cent) of these  shall be  included  in the first
   registration  statement  after the date of this  Agreement that it files with
   the SEC.

2. EnterTech  Media  Group,  inc.,  shall  issue  2,000,000  (two  million)  new
   restricted ordinary common voting shares to Worldnet Resources Group, Inc.

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