This Agreement and Plan of Reorganization (this "Agreement") is entered into as of the 28th day of November 2001, by and among JUPITER ENTERPRISES, INC., a Nevada corporation ("JPEN"), BEIJING MINGHE-HAN SCIENCE AND TECHNOLOGY CO., LTD., a company organized under the laws of the People's Republic of China ("MHST"), and the two shareholders of MHST identified on the signature page hereto ("MHST Shareholders").

RECITALS

WHEREAS, MHST Shareholders own 100% of the issued and outstanding common stock of MHST; and

WHEREAS, JPEN desires to acquire all of the issued and outstanding common stock of MHST owned by MHST Shareholders, and MHST Shareholders desire to exchange all of their shares of common stock in MHST for an aggregate of 10,000,000 pre-split (30,000,000 post-split) shares of JPEN restricted common stock.

WHEREAS, as a result of the above-referenced transactions, JPEN will own 100% of the outstanding stock of MHST, MHST will be a wholly-owned subsidiary of JPEN, and the former MHST shareholders will own approximately 77% of the outstanding shares of JPEN common stock.

WHEREAS, the parties desire that upon execution of this Agreement, Curtis Mearns, Tanis Cornwall and Ron Birch shall resign as officers and/or directors of JPEN.

NOW, THEREFORE, for and in consideration of the mutual covenants and representations and warranties contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, JPEN, MHST and MHST Shareholders agree as follows:

1. The Acquisition.

1.1 Acquisition. At the Closing (as defined in section 3, below), JPEN shall acquire from MHST Shareholders and MHST Shareholders shall sell, transfer, assign and convey to JPEN 100% of all the issued and outstanding shares of common stock of MHST (the "MHST Shares"), in exchange for 10,000,000 pre-split shares of JPEN's common stock (the "JPEN Shares"). JPEN shall cause to be issued 10,000,000 pre-split shares to MHST Shareholders immediately upon execution of this Agreement. A resolution signed by the current Board of Directors approving this Agreement and authorizing the issuance of said stock is attached as Exhibit A. The JPEN Shares to be issued to MHST Shareholders shall have the rights, restrictions and privileges set forth in JPEN's Articles of Incorporation and in the stock certificates therefor. Upon the Closing, MHST shall become a wholly-owned subsidiary of JPEN.

1.2 Taxes. It is the intent of the parties that this reorganization will constitute a tax-free reorganization within the meaning of 61: Section 368(a) of the Internal Revenue Code of 1986, as amended. Each party shall be responsible for and shall pay any and all taxes, charges or fees attributable to such party, including individual state and federal income taxes, arising out of, or by reason of, the exchange of JPEN Shares for the MHST Shares, or otherwise in connection with the transactions contemplated hereby. Each party hereto represents and warrants that it has relied solely on the opinions or advice of its own professional advisors with respect to the tax consequences of this transaction, if any, and has not relied on the opinions or advice of the other parties or its professional advisors in any way with respect to the tax consequences of this transaction.

2.1 Change in Management of JPEN.

(a) By execution of this Agreement, Curtis Mearns hereby resigns as the President and a director of JPEN, Tanis Cornwall resigns as the Secretary, Treasurer and a director of JPEN, Ron Birch resigns as a director of JPEN and the persons identified below are hereby appointed to serve as the officers and directors of JPEN until their successors are duly elected at the next meeting of shareholders (hereafter identified as the "MHST Management Team"):

Name Position with JPEN

Yin Mingshan Chief Executive Officer, Chairman and Director

Michael A.J. Harrop President, Secretary and Director

Alexander Chen Treasurer and Director

2.2 Forward Split of JPEN Common Stock. The parties hereto contemplate that, following issuance of the JPEN Shares hereunder, the MHST Management Team will take the necessary corporate action to complete a 3-for-1 forward-split of JPEN's issued and outstanding common stock.

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