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                 AGREEMENT OF PURCHASE AND SALE





   THIS AGREEMENT is dated for reference November 1, 1999.





BETWEEN:



MR. EDWARD YAU, MR. MIKE HANSON, MR. SHING

YAU, MR. LAWRENCE YAU, MRS. PHYLLIS HANSON,

MR. STEVE HANSON, MR. KIRBY LOUIE, MR. ROBERT

HUIE, MS. JULIE HANSON and MR. KEN YAU whose

collective address for delivery is 12191

McNeely Drive, Richmond, British Columbia,

V6V 2S1;



(the "Vendors")



                                            OF THE FIRST PART



AND:



SURFORAMA.COM, INC., a corporation duly

incorporated pursuant to the laws of Nevada

with an office located at 412 - 675 West

Hastings Street, Vancouver, British Columbia

V6B 1N2;



(the "Purchaser")

                                            OF THE SECOND PART



W H E R E A S



A.   The Vendors are the registered holders and beneficial owners

of all the issued and outstanding shares in the capital of

Surforama.com Portal Services Inc., a company incorporated

pursuant to the laws of the Canada Business Corporations Act (the

"Company"), being one hundred common shares without par value; and



B.   The Purchaser has agreed to purchase and the Vendors have

agreed to sell, all right, title and interest the Vendors have in

the Company, subject to the terms of this Agreement;



   NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration

of the mutual covenants and provisos herein contained, THE PARTIES

HERETO AGREE AS FOLLOWS:



1.   VENDOR'S REPRESENTATIONS



The Vendor represents and warrants to the Purchaser

that:



(a)  The issued and outstanding share capital of the Company

consists of one hundred common shares without par value

(the "Shares") which were issued as fully paid and non-

assessable.  The Vendors are the registered holders and

beneficial owners of the Shares which are validly

issued and free and clear of all liens, charges and

encumbrances;



(b)  The Vendors have good and sufficient right and

authority to enter into this



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                                2



Agreement on the terms and conditions herein set forth and

to transfer the legal title and beneficial ownership of the

Shares to the Purchaser;



(c)  The Company is a company duly incorporated under the

laws of Canada, is a non-reporting company, and is a

valid and subsisting company in good standing in

accordance with the Canada Business Corporations Act;



(d)  The Memorandum and Articles of the Company permit the

Company to carry on its present business;



(e)  The performance of this Agreement will not be in

violation of the Memorandum, Bylaws or Articles of the

Company or any of Agreement to which the Vendors or the

Company are a party and will not give any person or

company any right to terminate or cancel any agreement

or any right enjoyed by the Company and will not result

in the creation or imposition of any lien, encumbrance

or restriction of any nature whatsoever in favour of a

third party upon or against the assets of the Company;



(f)  The constating documents of the Company have not been

altered since the date of incorporation of the Company;



(g)  No dividends or other distribution on the Shares in the

capital of the Company have been made, declared or

authorized since incorporation;



(h)  The corporate records and minute books of the Company

contain complete and accurate minutes of all meetings

of the directors and shareholders of the Company held

since incorporation.  The share certificate books,

register of security holders, register of transfers and

register of directors and any similar corporate records

of the Company are complete and accurate;



(i)  All material transactions of the Company have been

promptly and properly recorded or filed in or with its

respective books and records;



(j)  The Company has good and marketable title to the

"surforama.com" website and all assets and intellectual

property comprised therein, all of which assets are

free and clear of all liens, charges and encumbrances;



(k)  The Company holds all permits, licences, registrations

and authorizations necessary to own and operate its

assets and carry on its business;



(l)  The Company is not in violation of any federal,

provincial, state, municipal or other law, regulation

or order of any government or regulatory authority;

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