SHARE EXCHANGE AGREEMENT



         THIS SHARE EXCHANGE AGREEMENT is made this 4th day of May 2001, by and

between BEECHPORT CAPITAL CORP., a Colorado corporation ("Beechport"), and ITEC

INTERNATIONAL TECHNOLOGIES, INC., a Delaware corporation ("ITEC").



         WHEREAS, Beechport desires to acquire all of the issued and outstanding

shares of common stock of ITEC in exchange for an aggregate of approximately

6,651,987 shares of the common stock of Beechport (the "Common Stock") (the

"Exchange Offer"); and



         WHEREAS, ITEC desires to assist Beechport in a business combination

which will result, if all ITEC's shareholders desire to participate, in the

shareholders of ITEC owning approximately 66.5% of the then issued and

outstanding shares of Beechport's Common Stock, and Beechport holding 100% of

the issued and outstanding shares of ITEC's common stock; and



         WHEREAS, the voluntary share exchange contemplated hereby will result

in the ITEC shareholders tendering all of the outstanding common stock of ITEC

to Beechport in exchange solely for the Common Stock and no other consideration,

which the parties hereto intend to treat as a tax-free reorganization under

Internal Revenue Code Section 368(a)(1)(B).



         NOW, THEREFORE, in consideration of the mutual promises, covenants, and

representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:



                                    ARTICLE 1



                             EXCHANGE OF SECURITIES



         1.1 Issuance of Shares. Subject to all of the terms and conditions of

this Agreement, Beechport agrees to offer 6,651.987 shares of Common Stock for

each share of ITEC common stock issued and outstanding, or a total of

approximately 6,651,987 shares of Beechport Common Stock. The Common Stock will

be issued directly to the shareholders of ITEC which accept the Exchange Offer,

and such shares shall be issued at a closing (the "Closing") to be held as soon

as possible after the conditions precedent set forth in Articles 5 and 6 hereof

have been satisfied (the "Closing Date"). Schedule 1, which is attached hereto

and incorporated herein by reference, is a complete list of the shareholders of

ITEC which sets forth the number of shares each person owns in ITEC and the

number of shares they will be offered in Beechport.



         1.2 Exemption from Registration. The parties hereto intend that the

Common Stock to be issued by Beechport to ITEC shareholders shall be exempt from

the registration requirements of the Securities Act of 1933, as amended (the

"Act"), pursuant to Sections 4(2) and 4(6) of the Act and the rules and

regulations promulgated thereunder.





         1.3 Investment Intent. Prior to the consummation of the Exchange Offer,

the shareholders of ITEC accepting the Exchange Offer shall execute Letters of

Acceptance or such







<PAGE>   2







other documents containing, among other things, representations and warranties

relating to investment intent and investor status, restrictions on

transferability and restrictive legends such that the counsel for both Beechport

and ITEC shall be satisfied that the offer and exchange of Beechport shares as

contemplated by this Agreement shall be exempt from the registration

requirements of the Act and any applicable state blue sky laws.



                                    ARTICLE 2



                     REPRESENTATIONS AND WARRANTIES OF ITEC



         Except as disclosed in Schedule 2 which is attached hereto and

incorporated herein by reference, ITEC hereby represents and warrant to

Beechport that:



         2.1 Organization. ITEC\ is a corporation duly organized, validly

existing, and in good standing under the laws of Delaware, has all necessary

corporate powers to own its properties and to carry on its business as now owned

and operated by it, and is duly qualified to do business and is in good standing

in each of the jurisdictions where its business requires qualification.



         2.2 Capital. The authorized capital stock of ITEC consists of 1,000

shares of common stock, no par value, of which 1,000 are currently issued and

outstanding. All of the issued and outstanding shares of common stock of ITEC

are duly authorized, validly issued, fully paid, and nonassessable. There are no

outstanding subscriptions, options, rights, warrants, debentures, instruments,

convertible securities, or other agreements or commitments obligating ITEC to

issue or to transfer from treasury any additional shares of its capital stock of

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