ICX ELECTRONICS.COM



                            SHARE PURCHASE AGREEMENT





THIS SHARE PURCHASE AGREEMENT (the "Agreement"), is entered into as of the 12th

day of November, 1999, by and between ICX ELECTRONICS.COM, a corporation

organized and existing under the laws of the State of California (the "Company")

and VIOLO VENTURES LIMITED, a corporation organized and existing under the laws

of Hong Kong (the "Investor").



       WHEREAS, the Company has authorized twenty million (20,000,000) shares of

capital common stock, having no par value (the "Common Stock") and ten million

shares of Preferred Stock, having no par value; and



       WHEREAS, the Company has issued and outstanding, on a fully-diluted

basis, one million two hundred thousand (1,200,000)] shares of its Common Stock

and two hundred thousand (200,000) shares of its Preferred Stock, as of the date

hereof, and



       WHEREAS, subject to the terms and conditions contained herein, the

Investor desires to purchase and the Company desires to sell to the Investor two

hundred eighty thousand (280,000) shares of Common Stock (the "Shares"), for the

purchase price recited herein.



       NOW, THEREFORE, in consideration of the foregoing premises and the

covenants and agreements set forth herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto, intending to be legally bound, hereby agree as follows:



1.     SHARE PURCHASE BY THE INVESTOR. Upon the execution of this Agreement, the

       Investor hereby irrevocably agrees to purchase and subscribe for two

       hundred eighty thousand (280,000) Shares to be issued by the Company in

       accordance with the terms of this Agreement, which Shares shall be issued

       to the Investor promptly against receipt of the appropriate Purchase

       Price therefor as set forth in Section 2 below. Such Shares, once

       delivered to the Investor as set forth herein, shall be validly issued,

       fully paid and non-assessable, shall be free and clear of any and all

       liens, charges, pledges, liabilities or other encumbrances, and shall be

       inscribed in the books and records of the Company as issued to the

       Investor under the specific terms and conditions herein contained.



2.     CONSIDERATION FOR AND ISSUANCE OF THE SHARES. As consideration for the

       Shares, the Investor shall pay to the Company the sum of Thirty-Six Cents

       ($0.36) per Share, or One Hundred Thousand Dollars ($100,000) in the

       aggregate (the "Purchase Price"), in immediately available funds by check

       or by federal wire transfer deposited into an account designated by the

       Company. Payment of the Purchase Price shall be as follows:





<PAGE>   2



<TABLE>

<CAPTION>

              Payment Date                           Share To Be Issued

              ------------                           ------------------

<S>                                                  <C>

              November 12, 1999                           140,000

              (acknowledged as already

              received by the Company)

              On or before                                 70,000

              November 30, 1999

              On or before                                 70,000

              December 10, 1999

</TABLE>



       Upon receipt of the funds, the Company shall cause the Investor to be

       issued a stock certificate evidencing the Investors ownership of such

       number of Shares as is appropriate in accordance with the purchase

       schedule set forth above.



3.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby

       represents and warrants to the Investor, as of the date hereof, the

       following:



       (a)    the Company is a corporation duly organized and validly existing

              under the laws of the State of California, and has full power and

              authority to enter into, execute and perform this Agreement, which

              Agreement, once so executed by the Company, shall be the valid and

              binding obligation of such party, enforceable against it by any

              court of competent jurisdiction in accordance with its terms;



       (b)    the individuals signing this Agreement on behalf the Company are

              the duly elected executive officers of the Company so indicated,

              and have full power and authority to enter into and execute this

              Agreement for and on behalf of the Company; and



       (c)    the Company is not bound by or subject to any contract, agreement,

              court order or judgment, administrative ruling, law, regulation or

              any other item which prohibits or restricts such party from

              entering into and performing this Agreement in accordance with its

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