REGULATION S

EXHIBIT 10.1

REGULATION S

RESTRICTED STOCK PURCHASE AGREEMENT

DATED APRIL 1, 2002

FOR

NEW YORK INTERNATIONAL COMMERCE GROUP INC (OTC BB: NYIN) COMMON STOCK

TABLE OF CONTENTS

PAGE

ARTICLE I. PURCHASE, SALE AND TERMS OF SHARES....................................................... 2
1.1. The Shares.......................................................................... 2
1.2. Purchase and Sale................................................................... 2
1.3. Closing and Closing Agreements...................................................... 3

ARTICLE II. REPRESENTATIONS BY THE PURCHASER........................................................ 3
2.1. Representations by the Purchaser.................................................... 3

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................................... 7
3.1. Organization and Standing of the Company............................................ 7
3.2 Issuance of Shares.................................................................. 7
3.3. Corporate Action.................................................................... 7
3.4. Governmental Approvals.............................................................. 7
3.5. Brokers or Finders.................................................................. 8

ARTICLE IV. CONDITIONS TO THE CLOSING............................................................... 8
4.1. Conditions to the Obligations of Purchaser at the Closing........................... 8
4.2. Conditions to the Obligations of Company at the Closing............................. 8

ARTICLE V. INDEMNIFICATION.......................................................................... 9
5.1. Indemnification..................................................................... 9
5.2. Indemnification Procedures; Third Party Claims...................................... 9

ARTICLE VI. MISCELLANEOUS........................................................................... 10
6.1. No Waiver; Cumulative Remedies...................................................... 10
6.2. Amendments; Waivers and Consents.................................................... 10
6.3. Addresses for Notices............................................................... 10
6.4. Costs; Expenses and Taxes........................................................... 10
6.5. Effectiveness; Binding Effect; Assignment........................................... 11
6.6. Survival of Representations and Warranties.......................................... 11
6.7. Prior Agreements.................................................................... 11
6.8. Severability........................................................................ 11
6.9. Governing Law; Venue................................................................ 11
6.10. Headings............................................................................ 11
6.11. Counterparts........................................................................ 12
6.12. Further Assurances.................................................................. 12

REG S STOCK PURCHASE AGREEMENT

Stock Purchase Agreement, dated as of April 1, 2002 between New York
International Commerce Group Inc (OTC BB: NYIN) (the "Company"), a Nevada
corporation having offices at 00 Xxx Xxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the
"Company"), and Pro-Video International Inc., a Belize International business
company, the registered address of which is 1934 Driftwood Bay, Belize City,
Belize (the "Purchaser").

WHEREAS, the Purchaser wishes to purchase, and the Company is willing
to sell, up to 500,000 shares (the "Shares") of the outstanding common stock,
par value $.001 per share, of the Company (the "Common Stock") from the Company
in exchange for the Purchase Price (as herein defined), subject to the terms and
conditions contained in this Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree that the foregoing recitals are
true and correct and further agree as follows:

ARTICLE I.

PURCHASE, SALE AND TERMS OF SHARES

1.1. The Shares. In consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of this agreement,
the Company agrees to sell to the Purchaser in an offshore transaction
negotiated outside the United States (U.S.) and to be consummated and closed
outside the U.S., and the Purchaser agrees to purchase from the Company the
Shares at a per share purchase price which shall be the product of (a) 35% of
the bid price of the Company's shares of Common Stock as quoted on the OTC
Bulletin Board (the "OTCBB") (or on such other United States stock exchange or
public trading market on which the share of the Company trade if, at the time of
purchase, they are not trading on the OTCBB) for the five (5) consecutive
trading days immediately preceding the date (the "Call Date") the purchase order
(the "Purchase Notice") is received by the Company multiplied by (b) that number
of Shares to be purchased pursuant to the Purchase Notice (the "Purchase
Price"). The Purchaser understands and agrees that the Company in its sole
discretion reserves the right to accept or reject this subscription for the
Shares, in whole or in part, prior to receipt by the Company of the Purchase
Price, or any applicable portion thereof, as set forth in Section 1.2.

1.2. Purchase and Sale. On the Closing Date (as defined herein), in
accordance with Section 1.3 hereof, the Company shall sell, assign, transfer,
convey and deliver the Shares to Purchaser, free and clear of any and all liens,
claims and encumbrances, and the Purchaser shall deliver to the Company the
Purchase Price, in full. The Purchase Price shall be payable by wire transfer of
immediately available funds. All amounts representing the Purchase Price shall
be in U.S. Dollars.

1.3. Closing and Closing Agreements. The closing of the purchase and
sale of the Shares pursuant to any Purchase Notice as contemplated herein shall
take place in Belize City, Belize (each, a "Closing") on that date (the "Closing
Date") the Company in receipt of (a) a duly completed Purchase Notice, setting
forth the applicable bid prices, the number of Shares purchased and the
calculation of the Purchase Price and (b) satisfactory evidence that the
Purchaser has deposited the Purchase Price, by wire in immediately available
funds, to that account specified in Schedule A hereto, established for the
purchase and sale of the Shares. On or prior to the Closing Date, the Company
shall deliver to its transfer agent, Pacific Stock Transfer Co., to hold in
escrow pending payment by the Purchaser of the Purchase Price in full, stock
certificate(s) evidencing the subscription Shares set forth in the Purchase
Notice and not rejected, in writing, by the Company prior to the Closing. Upon
receipt of the Purchase Price, by wire transfer and in immediately available
funds on the Closing Date, the stock certificate(s) shall be released from
Escrow to the Purchaser.

ARTICLE II.

REPRESENTATIONS BY THE PURCHASER

2.1. Representations by the Purchaser. In order to induce the Company
to enter into this Agreement and sell the Shares to the Purchaser, the Purchaser
makes the following representations and warranties to the Company, which
representations and warranties are true and correct as of the date hereof and
shall be true and correct as of the Closing Date:

(a) Access to Information. The Purchaser, in making the decision
to purchase the Shares, has relied solely upon independent investigations made
by the Purchaser and/or its representatives, if any. The Purchaser and/or its
representatives during the course of this transaction, and prior to the purchase
of any Shares, has had the opportunity to ask questions of and receive answers
from Company concerning the terms and conditions of the purchase of the Shares
and to review any additional public information, documents, records and books
relative to the business and the operations of the Company.

(b) Sophistication and Knowledge. The Purchaser has sufficient
knowledge and experience in financial and business matters that it can represent
itself and is capable of evaluating the merits and risks of the purchase of the
Shares. The Purchaser is not relying on the Company with respect to the tax and
other economic considerations of an investment in the Shares, and the Purchaser
has relied on the advice of, or has consulted with, only the Purchaser's own
advisor(s). The Purchaser represents that it has not been organized for the
purpose of acquiring the Shares. Purchaser understands that its investment in
the Shares is extremely speculative and involves a high degree of risk.
Purchaser is ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT WITH FULL
UNDERSTANDING THAT IT MAY LOSE ITS ENTIRE INVESTMENT.

(c) Lack of Liquidity. The Purchaser, after carefully reviewing
the merits and risks of an investment in the Shares, acknowledges that the
purchase of the Shares involves a high degree of risk and further acknowledges
that it can bear the economic risk of the purchase

of the Shares, including the total loss of its investment. The Purchaser has no
present need for liquidity in connection with its purchase of the Shares.

(d) No Public Solicitation. The Purchaser is not subscribing for
the Shares as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by a person not previously known to the
Purchaser in connection with investments in securities generally. Neither the
Company nor the Purchaser has engaged in any "Directed Selling Efforts in the
U.S." as such term is defined in the rules and regulations of Regulation S
("Regulation S") promulgated by the United States Securities and Exchange
Commission ("SEC") under the U.S. Securities Act of 1933, as amended (the
"Securities Act").

(e) Authority. The Purchaser has the requisite power and authority
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby, including, without limitation, making an
investment in the Company. The execution, delivery and performance of this
Agreement by the Purchaser has been duly authorized by all necessary corporate
action on the part of the Purchaser and the execution, delivery and performance
of this Agreement by the Purchaser and the consummation of the transactions
contemplated hereby do not and will not violate or conflict with any provision
of the Purchaser's charter and other governing documents to or by which the
Purchaser is a party or bound. This Agreement, when executed and delivered,
constitutes the legal, valid and binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with its terms.

(f) Regulation S Exemption. The Purchase expressly agrees and
acknowledges that the Shares are being offered and sold to it in reliance on an
exemption from the registration requirements of United States Federal and state
securities laws under Regulation S promulgated under the Securities Act and that
the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Shares. In this regard, the
Purchaser represents, warrants and agrees that:

(i) Purchaser will not sell, transfer or otherwise dispose of
any of the shares, unless they are registered under the Act, and applicable
foreign securities laws or unless they are sold in a resale to another offshore
non-U.S. person in accordance with the exemption from registration under U.S.
securities laws provided by Regulation S.

(ii) The Purchaser is not a U.S. Person (as defined below), is
not an affiliate (as defined in Rule 501(b) under the Securities Act) of the
Company and is not acquiring the Shares for the account or benefit of a U.S.
Person. For purposes hereof, a "U.S. Person" means any one of the following:

(A) Any U.S. citizen;

(B) Any natural person resident in the United States of
America;

(D) Any estate of which any executor or administrator is
a U.S. person;

(E) Any trust of which any trustee is a U.S. person;

(F) Any agency or branch of a foreign entity located in
the United States of America;

(G) Any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary for the
benefit or account of a U.S. person;

(H) Any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States of America; and

(I) Any partnership or corporation if:

(1) organized or incorporated under the laws of any
foreign jurisdiction; and

(2) formed by a U.S. person principally for the
purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not natural persons,
estates or trusts.

(iii) At the time of the origination of contact between the
parties concerning the Shares and this Agreement and the date of the execution
and delivery of this Agreement, the Purchaser was outside of the United States.

(iv) The Purchaser will not, during the period commencing on
the date of the sale of the Shares and ending on the one (1) year anniversary of
such date, or such shorter period as may be permitted by Regulation S or other
applicable securities law (the "Restricted Period"), offer, sell, pledge or
otherwise transfer the Shares in the United States, or to a U.S. Person for the
account or benefit of a U.S. Person, or otherwise in a manner that is not in
compliance with Regulation S and the Securities Act.

(v) The Purchaser will, after expiration of the Restricted
Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to
registration under the Securities Act

or an available exemption therefrom and, in accordance with the Securities Act
and all applicable state and foreign securities laws.

(vi) The Purchaser has not in the United States, engaged in,
and prior to the expiration of the Restricted Period will not engage in, any
short selling of or any hedging transaction with respect to the Shares,
including without limitation, any put, call or other option transaction, option
writing or equity swap.

(vii) Neither the Purchaser nor any person acting on its
behalf has engaged, nor will engage, in any directed selling efforts to U.S.
Persons with respect to the Shares and the Purchaser and any person acting on
its behalf have complied and will comply with the "offering restrictions"
requirements of Regulation S under the Securities Act.

(viii) The transactions contemplated by this Agreement have
not been pre-arranged with buyer located in the United States or with a U.S.
Person, and are not part of a plan or scheme to evade the registration
requirements of the Securities Act.

(ix) Neither the Purchaser nor any person acting on its behalf
has undertaken or carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States, its territories or possessions, for any of the Shares. The
Purchaser agrees not to cause any advertisement of the Shares to be published in
any newspaper or periodical or posted in any public place and not to issue any
circular relating to the Shares, except such advertisements that include the
statements required by Regulation S under the Securities Act, and only offshore
and not in the U.S. or its territories, and only in compliance with any local
applicable securities laws.

(x) The Shares have not been registered under the Securities
Act and may not be offered or sold in the U.S. or to a U.S. Person unless the
Shares are registered or an exemption from registration under the Securities Act
is available. Each certificate representing the Shares shall be endorsed with
the following legends:

(A) "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE BEING
OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT."

(B) "TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE
IS PROHIBITED, EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, (2)
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR (3) UPON RECEIPT BY NEW YORK INTERNATIONAL COMMERCE GROUP,
INC. (THE "COMPANY") OF AN OPINION OF LEGAL COUNSEL, IN FORM, SCOPE AND
SUBSTANCE ACCEPTABLE TO THE COMPANY, THAT REGISTRATION OF SUCH SHARES UNDER THE
SECURITIES ACT AND

APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

(C) Any other legend deemed by the Company to be required
to be placed thereon in order to comply with applicable Federal, state and other
securities laws.

(xi) The Purchaser consents to the Company making a notation
on its records or giving instructions to any transfer agent of the Company in
order to implement the restrictions on transfer of the Shares set forth in this
Section 2.1.

(g) Brokers or Finders. No Person has or will have, as a result of
the transactions contemplated by this Agreement, any right, interest or valid
claim against or upon the Company for any commission, fee or other compensation
as a finder or broker because of any act or omission by the Purchaser and/or its
agents.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Purchaser to enter into this Agreement and
purchase the Shares, Company makes the following representations and warranties,
which representations and warranties are true and correct as of the date hereof
and shall be true and correct as of the Closing Date:

3.1 Organization and Standing of the Company. The Company is a duly
organized and validly existing corporation in good standing under the laws of
the State of Nevada and each has all requisite corporate power and authority for
the ownership and operation of its properties and for the carrying on of its
business as now conducted and as now proposed to be conducted and the Company
has power and authority to execute and deliver this Agreement, to sell and
deliver the Shares and to perform its other obligations pursuant hereto. The
Company is duly licensed or qualified and in good standing as a foreign
corporation authorized to do business in all jurisdictions wherein the character
of the property owned or leased or the nature of the activities conducted by
either makes such licensing or qualification necessary, except where the failure
to be so licensed or qualified would not have a material adverse effect on the
business, operations or financial condition of the Company.

3.2 Issuance of Shares. Upon payment of the Purchase Price, the Shares
issuable to the Purchaser at the Closing, when issued and delivered in
accordance with the terms and provisions of this Agreement, will be (a) duly
authorized and validly issued, fully paid and non-assessable, (b) except as
otherwise provided in this Agreement (including, without limitation, the
restrictions on transfer imposed under the Securities Act), free and clear of
any liens, charges, restrictions, claims and encumbrances imposed by or through
the Company, and (c) issued in compliance with all applicable federal and state
securities laws.

3.3 Corporate Action. This Agreement has been duly authorized, executed
and delivered by the Company and constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms. The sale and delivery of the Shares have been duly
authorized by all required corporate action on the part of the Company.

3.4 Governmental Approvals. No authorization, consent, approval,
license, exemption of or filing or registration with any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary for, or in connection with, the execution and
delivery by the Company of this Agreement, for the offer, sale, execution or
delivery of the Shares, or for the performance by the Company of its obligations
under this Agreement except for any filings required by applicable securities
laws.

3.5 Brokers or Finders. No Person has or will have, as a result of the
transactions contemplated by this Agreement, any right, interest or valid claim
against or upon the Purchaser for any commission, fee or other compensation as a
finder or broker because of any act or omission by the Company, and/or its
agents.

ARTICLE IV.

CONDITIONS TO THE CLOSING

4.1 Conditions to the Obligations of Purchaser at the Closing. The
obligations of Purchaser at the Closing are subject to the fulfillment or waiver
by Purchaser, prior to or at the Closing, of the following conditions:

(a) Representations and Warranties. The representations and
warranties of Company contained in this Agreement shall be true and correct in
all material respects when made, at the time of the Closing.

(b) Performance. Company shall have performed and complied with
all of its obligations under this Agreement.

(c) No Order. There shall not (i) be in effect any statute,
regulation, order, decree or judgment of any governmental authority which makes
illegal or enjoins or prevents the consummation of the transactions contemplated
by this Agreement or (ii) have been commenced or threatened any action or
proceeding by any governmental authority which seeks to prevent or enjoin the
transactions contemplated by this Agreement.

4.2 Conditions to the Obligations of Company at the Closing. The
obligations of Company at the Closing are subject to the fulfillment or waiver
by Company prior to or at the Closing, of the following conditions:

(a) Representations and Warranties. The representations and
warranties of the Purchaser contained in this Agreement shall be true and
correct in all material respects when made and at the time of the Closing.

(b) Performance. Purchaser shall have performed and complied with
all of its obligations under this Agreement.

ARTICLE V.

INDEMNIFICATION

5.1 Indemnification. The Company shall indemnify, defend and hold
harmless the Purchaser, its employees, affiliates, controlling persons, agents
and representatives thereof and their respective successors and assigns
(collectively, the "Purchaser Indemnified Parties") from and against any and all
losses, claims, damages, liabilities, obligations, penalties, judgments, awards,
costs, expenses and disbursements (and any and all actions, suits, proceedings
and investigations in respect thereof and any and all reasonable legal and other
costs, reasonable expenses or disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise) (collectively, "Losses"),
including, without limitation, the reasonable costs, expenses and disbursements
as and when incurred, of defending any such action, suit, proceeding or
investigation (collectively, "Expenses"), directly or indirectly, caused by,
relating to, based upon, arising out of or in connection with the Company's
breach in any material respect of any of its representations, warranties,
covenants or agreements as set forth in this Agreement. The Purchaser shall
indemnify, defend and hold harmless the Company, its shareholders, directors,
officers, employees, affiliates, controlling persons, agents and representatives
and their respective successors and assigns (collectively, the "Company
Indemnified Parties" and which along with the Purchaser Indemnified Parties, may
be referred to as the "Indemnified Parties") from and against any and all Losses
and Expenses, directly or indirectly, caused by, relating to, based upon,
arising out of or in connection with the Purchaser's breach in any material
respect of any of its representations, warranties, covenants or agreements as
set forth in this Agreement. No election by an Indemnified Party or commencement
or completion of any action by an Indemnified Party shall act as a bar or a
defense to be Indemnified Party proceeding to seek indemnification from any
other Person pursuant to this Section 5.1.

5.2 Indemnification Procedures; Third Party Claims. An Indemnified
Party shall give the party from which indemnification under this Article V is
sought (the "Indemnifying Party") prompt written notice following actual
knowledge of the existence or commencement of any claim, assertion, event or
proceeding concerning any liability or damage as to which the Indemnified Party
may request indemnification from the Indemnifying Parties hereunder; provided,
however, that any failure by the Indemnified Party to notify the Indemnifying
Parties shall not relieve the Indemnifying Parties from their respective
obligations hereunder, or from any other obligation or liability that the
Indemnifying Parties may have to the Indemnified Party unless such failure
materially prejudices the Indemnifying Parties. Upon such written notice of

any such claim, action or proceeding, the Indemnifying Parties may assume the
defense thereof at their own expense with counsel chosen by such Indemnifying
Parties; provided, however, such counsel shall be subject to the prior
reasonable approval of the Indemnified Party. If the Indemnifying Parties fails
to elect to defend any such claim, action or proceeding within 30 days after
notice thereof shall have been deemed given, such indemnifying party shall be
deemed to have waived its right to defend any such claim, action, suit,
proceeding or investigation to which any Indemnified Party is also a party, the
Indemnified Party may assume the defense thereof with counsel chosen by the
Indemnified Party, at the reasonable expense of the Indemnifying Party. In the
circumstances referred to in the immediately preceding sentence, if the
Indemnified Party does not assume such defense, the Indemnifying Parties, shall
not, without the prior written consent of the Indemnified Party, settle or
compromise any claim, or permit a default or consent to the entry of any
judgment in respect thereof, unless such settlement, compromise or consent
includes, as an unconditional term thereof, the giving by the claimant to the
Indemnified Parties of an unconditional and general release from all liability
in respect of such claim.

ARTICLE VI.

MISCELLANEOUS

6.1 No Waiver; Cumulative Remedies. No failure or delay on the part of
any party to this Agreement in exercising any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

6.2 Amendments; Waivers and Consents. Except for the representations
and warranties of the Purchaser contained in Section 1.2(f) hereof, of which
compliance may not be waived, changes in, termination or amendments of or
additions to this Agreement may be made, and compliance with any covenant or
provision set forth herein may be omitted or waived, if made in writing and
consented to in writing by the parties hereto. Any waiver or consent may be
given subject to satisfaction of conditions stated therein and any waiver or
consent shall be, when signed by the party granting the waiver and delivered to
the other party hereto in the manner provided for hereunder in Section 6.3,
effective only in the specific instance and for the specific purpose for which
given.

6.3 Addresses for Notices. Any notice or other communication required
or permitted to be given hereunder shall be in writing and shall be deemed to be
delivered and received by the intended recipient as follows: (a) if personally
delivered, on the business day of such delivery (as evidenced by the receipt of
the personal delivery service), (b) if mailed certified or registered mail
return receipt requested, four (4) business days after being mailed, (c) if
delivered by overnight courier (with all charges having been prepaid), on the
business day of such delivery (as evidenced by the receipt of the overnight
courier service of recognized standing), or (d) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00 p.m. in the
time zone of the recipient, or if sent after that time, on the next succeeding
business day (as evidenced by the printed confirmation of delivery generated by
the sending party's telecopier

machine). If any notice, demand, consent, request, instruction or other
communication cannot be delivered because of a changed address of which no
notice was given (in accordance with this Section 6.3), or the refusal to accept
same, the notice, demand, consent, request, instruction or other communication
shall be deemed received on the second business day the notice is sent (as
evidenced by a sworn affidavit of the sender). All such notices, demands,
consents, requests, instructions and other communications will be sent to the
addresses or facsimile numbers of the parties as first set forth in this
Agreement or to such other address as any party may specify by notice given to
the other party in accordance with this Section 6.3.

6.4 Costs; Expenses and Taxes. Except as otherwise expressly provided
in this Agreement, each party hereto shall pay its own costs and expenses
incurred in connection with or incidental to the preparation and negotiations of
this Agreement, the carrying out of the provisions of this Agreement and the
consummation of the transactions contemplated hereby (including, without
limitation, attorneys' fees and expenses).

6.5 Effectiveness; Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the Company, the Purchaser and the
respective successors and permitted assigns.

6.6 Survival of Representations and Warranties. All representations and
warranties made in this Agreement, the Shares, or any other instrument or
document delivered in connection herewith, shall survive the execution and
delivery hereof or thereof.

6.7 Prior Agreements. This Agreement and the instruments and other
documents delivered pursuant to this Agreement, constitutes the entire agreement
between the parties with respect to the subject matter set forth herein and
supersede any prior understandings or agreements concerning the subject matter
hereof, all of which are merged herein.

6.8 Severability. Except for the Purchaser's representations and
warranties contained in Section 2.1(f) hereof, the provisions of this Agreement
are severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of a provision
contained therein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement
and the terms of this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of a provision, had never
been contained herein, and such provisions or part reformed so that it would be
valid, legal and enforceable to the maximum extent possible.

6.9 Governing Law; Venue.
--------------------

(a) This Agreement shall be enforced, governed and construed in
accordance with the laws of the State of Nevada without giving effect to choice
of laws principles or conflict of laws provisions. Any suit, action or
proceeding pertaining to this Agreement or any transaction relating hereto shall
be brought to the federal district court for the Southern District of New York
and the state courts located in New York City, United States of America, and the
undersigned hereby irrevocably consents and submits to the jurisdiction of such
courts for the

purpose of any such suit, action, or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. Purchaser acknowledges
and agrees that venue hereunder shall lie exclusively in New York City, United
States of America.

(b) Purchaser hereby unconditionally and irrevocably waives, and
agrees not to assert against the Company, or any successor assignee thereof, by
way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, (i) any claim that the Purchaser is not personally subject to the
jurisdiction of the above-named courts, and (ii) to the extent permitted by
applicable law, any claim that such suit, action or proceeding is brought in an
inconvenient forum or that the venue is improper or that this Agreement may not
be enforced in or by such courts, and (iii) that service of any summons,
complaint, notice or other process relating to such suit, action or other
proceeding may be effected in the manner provided in Section 6.3

6.10 Headings. Article, section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

6.11 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

6.12 Further Assurances. From and after the date of this Agreement,
upon the request of the Purchaser or the Company, the Company and the Purchaser
shall execute and deliver such instruments, documents and other writings as may
be reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement and the Shares.

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.

New York International Commerce Group, Inc.

By: /s/ Xxxxxx X. XxXxxxxxx
---------------------------------------------
Xxxxxx X. XxXxxxxxx, Chief Executive Officer

PROVIDEO INTERNATIONAL INC.

By: /s/ X. Xxxxx
---------------------------------------------
X. Xxxxx

EXHIBIT A TO REG S STOCK PURCHASE AGREEMENT

PURCHASE NOTICE

Reference is made to that certain Reg S Stock Purchase Agreement, dated April 1,
2002 (the "Agreement") between the undersigned, Pro-Video International, Inc., a
Belize international business company having a registered address at 0000
Xxxxxxxxx Xxx, Xxxxxx Xxxx, Xxxxxx (the "Purchaser"), and New York International
Commerce Group, Inc., a Nevada corporation (the "Company"). In accordance with
and pursuant to Article 1 of the Agreement, the undersigned Purchaser hereby
elects to purchase _____________ shares of the Company's common stock, par value
$.001 per share (the "Common Stock"), by tendering payment, in the sum of
$___________ (as calculated below), by wire in immediately available funds to
that account set forth in Schedule A attached hereto. The undersigned
acknowledges that delivery of the shares of Common Stock being purchased hereby
is subject to acceptance by the Company upon receipt of payment by the
undersigned.

By executing this Purchase Notice, the undersigned also hereby acknowledges and
confirms that the representations and warranties made by it in the Agreement
were true and accurate when made and continue to be true and correct as of the
date of payment hereunder.

Date of Purchase Notice: _______ ___, 2002

Per Share Purchase Price: $ ________ (see calculation on Schedule B)

Number of shares of Common Stock to be issued to undersigned: ________ shares

Total Purchase Price: $_________ (see calculation on Schedule B)

Common Stock to be issued on an account of the undersigned, in the following
name and to the following address:

Issue to: Pro-Video International Inc.
0000 Xxxxxxxxx Xxx
Xxxxxx Xxxx, Xxxxxx

AUTHORIZATION:

Pro-Video International Inc.

Dated: ______________ By: ______________________________
(signature)
Name:
Title:

ACCEPTANCE:

New York International Commerce Group, Inc.

Dated: ______________ By: ______________________________
(signature)
Name:
Title:

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Table of Contents

REGULATION S

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