SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                              Form S-8

                     Registration Statement
                              Under
                    The Securities Act of 1933

                NOVA NATURAL RESOURCES CORPORATION
       (Exact name of registrant as specified in its charter)

Commission File Number

	COLORADO			      0-15078        84-1227328
(State or other jurisdiction of     Commission     (IRS Employer
of incorporation or organization)   File Number    Identification No.)

4340 East Kentucky Avenue, Suite 418
Glendale, CO 80246-2060
-------------------------------------------
(Address of Principal Executive Offices)	(Zip Code)


        Stock Issuance Pursuant to Employment Agreements,
Long Range Corporate Planning and Business Development, Legal Services
                  And 2001 Stock Option Plan
        --------------------------------------------------------
                   (Full title of the plan)


		                  	Copy to:

Edward Chan 				Mark D. Stubbs, Esq.
4340 East Kentucky Avenue		212 2nd Avenue West
Suite 418                           Twin Falls, Idaho 83301
Glendale, CO 80246-2060             P.O. Box 1884
(720) 524-1363	       		(208) 734-6677
(Name, address and telephone
  number of agent for service)

	Approximate  date of proposed sales pursuant to the plan:  From
time to time after the effective date of this Registration Statement.



<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
<C>                <C>               <C>                 <C>             <C>
Title of           Amount to be      Proposed            Proposed        Amount of
Securities to be   Registered:       Maximum             maximum         Registration Fee
Registered:                          offering price per  aggregate
Common Stock       24,153,000        share:              offering Price: $784.97
Par Value $.10                       $.13                $3,139,890.00
</TABLE>
1)  Calculated  in  accordance  with Rule  457(c)  solely  for the
purpose of determining the registration  fee.  The  offering  price
is based on the average bid and asked price as reported on
the OTC Bulletin Board on August 30, 2001.

                               PART I

           INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The documents  containing  the  information specified in Part I
of the Registration  Statement on Form S-8 will be sent or given to
participants in the 2001  Non-Qualified  Stock  Option  Plan (the
"Stock  Plan") as specified  under Rule 428(b)(i) under the
Securities  Act of 1933, as amended (the  "Securities  Act").  In
accordance with Rule 428(a) under the Securities Act and the
requirements of Part I of Form S-8,  such  documents  are not being
filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant  to Rule 424  under  the
Securities Act.  The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)under the
Securities Act. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all documents included
in such file.


                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement and are made a part hereof:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2000.

     (b)  The Company's Form 8-K, as amended, for an event which
occurred on February 27, 2001.

     (c)  All other reports filed pursuant to Section 13(a)or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in Item 3(a) above, including, but not
limited to, the Company's quarterly reports on Form 10-QSB for the
fiscal quarter ended June 30, 2001.

	All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES

Common Stock

 	General.  The Company is authorized to issue 300,000,000 shares
of Common Stock, $.10 par value per share.

	The holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors, out of
funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of the Common
Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having
preference over the Common Stock.  The holders of the Common Stock
as such  have no conversion,  preemptive or other subscription rights
and there are no redemption provisions applicable to the Common Stock.

	Voting Rights. The holders of the Common Stock are entitled to
one vote for each share held of record on all matters to be voted on
by  stockholders.  There is no  cumulative voting with  respect to
the election of  directors,  with the results that the holders of
shares having more than fifty  percent (50%) of the votes for the
election of directors can elect all of the directors.

	Dividend  Policy.  To date,  the Company has not paid any
dividends on its Common Stock.  The  payment of  dividends,  if any,
in the future is within the discretion  of the  Board of Directors
and will depend upon the Company's earnings, its capital requirements
and financial  condition and other relevant factors.  The Board does
not intend to declare any dividends in the  foreseeable future,  but
instead  intends to retain all  earnings,  if any,  for use in the
Company's business operations.


Preferred Stock

	General.  There are no outstanding issued shares of Convertible
Preferred Stock.  The Company is authorized  to issue  three million
(3,000,000)  shares of Series A Convertible Preferred  Stock with a
par value of $1.00 per share, and two million (2,000,000) shares of
Series B Convertible Preferred Stock.

	Voting Rights.  There are no outstanding issued shares of
Convertible Preferred Stock of any series.

	Dividend Policy. There are no outstanding issued shares of
Convertible Preferred Stock of any series so there is currently no
policy regarding dividends on Preferred Stock.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Revised Statutes of  the State of Colorado and the Company's
Articles of Incorporation, provide for the indemnification of the
Companies directors for liabilities and expenses that they may incur
in such capacities.  In general, Directors and Officers are
indemnified with respect to actions taken in good faint in a manner
reasonably believed to by in or not opposed to, the best interests of
the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee had no reasonable cause to believe were
unlawful.

     The provisions  affecting  personal  liability do not abrogate a
director's fiduciary  duty to the Company and its  shareholders,  but
eliminate  personal liability for monetary  damages for breach of
that duty.  The provisions do not, however,  eliminate  or limit the
liability of a director for failing to act in good faith, for
engaging in intentional misconduct or knowingly violating a law, for
authorizing  the illegal  payment of a dividend or repurchase of
stock,  for obtaining an improper  personal  benefit,  for  breaching
a  director's  duty of loyalty,  which  is generally  described  as
the  duty  not to  engage  in any transaction  which  involves a
conflict between the interest of the Company and those of the
director, or for violations of the federal securities laws.

     The provisions  regarding  indemnification  provide,  in essence,
that the Company will indemnify  its directors  against  expenses
(including  attorneys fees),  judgments,  fines and amounts paid in
settlement actually and reasonably incurred in connection  with any
action,  suit or proceeding  arising out of the director's status as
a director of the Company,  including actions brought by or on behalf
of the Company (shareholder derivative actions). The provisions do
not require a showing of good faith. Moreover,  they do not provide
indemnification for liability arising out of willful  misconduct,
fraud,  or  dishonesty,  for "short-swing"  profits  violations under
the federal securities laws, for the receipt of illegal remuneration
or if the director received a benefit in money, property or services
to  which  the  director  is not  legally entitled.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8. EXHIBITS

4.1.  Consulting  Agreement  dated June 8,  2001 with Patrick Au
      d/b/a CPC Johnsen Investment Management LLC
4.2   Employment Agreement with Edward Chan dated August 23, 2001.
4.3   Employment Agreement with Brian B. Spillane dated August 23,
      2001.
4.4   Employment Agreement with Chris Tse dated August 23, 2001.
4.5 	Consultant Agreement with Mark D. Stubbs Esq. Dated July 10,
      2001
4.6  2001 Non-Qualified Stock Option Plan
4.7  Resale Prospectus
5.1  Opinion  and consent of  Mark D. Stubbs Esq. Re: the  legality
     of the shares being registered.
23.1 Consent of Mark D. Stubbs (included in Exhibit 5.1)
23.2 Consent of  Hein + Associates LLP, Certified Public Accountants
23.3 Consent of Eddy S.L. Chin, Chartered Accountant.

ITEM 9. UNDERTAKINGS

     (a)  The registrant hereby undertakes:

     (1)  To file, during  any  period in which  offers or sells are
being made, a post-effective amendment to this registration statement
to include any material  information  with respect to the plan of
distribution  not previously disclosed in the statement or any
material  change  to such  information in the registration statement.

     (2)  That,  for  the  purpose of determining liability under
the Securities Act of 1933,  each  post-effective  amendment shall be
treated  as  a  new  registration statement of the securities offered,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective
amendment of  any  of the securities  that  remain  unsold  at the
end of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the Securities Act of
1933, each filing of the registrant's  annual  report  pursuant
to Section  13(a) or Section 15(d) of the Securities  Exchange  Act
of 1934  (and,  where  applicable,  each  filing of an employee
benefit  plan's  annual  report  pursuant  to  Section  15(d)  of
the Securities  Exchange  Act of 1934)  that is  incorporated  by
reference  in the registration  statement  shall  be  deemed  to be
a new  registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and
controlling  persons of the  registrant  pursuant  to  the foregoing
provisions,   or  otherwise,  the registrant  has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore,  unenforceable. In the event that a claim for
indemnification against such liabilities  (other than the payment by
the registrant of expenses incurred or paid by a director,  officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been  settled by  controlling  precedent,  submit to a
court of  appropriate jurisdiction the question whether such
indemnification  by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

                         SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the
registrant certifies  that it has reasonable  grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused  this  registration statement  to be  signed  on its  behalf
by the undersigned, thereunto duly authorized, in the city of
Glendale,  State of Colorado on the 28th day of  August, 2001.

 		NOVA NATURAL RESOURCES, INC.



           By: /s/
           -----------------------------------------
           EDWARD S. CHAN,  PRESIDENT AND CEO

     Pursuant to the  requirements of the Securities Act of 1933,
 this registration  statement has  been  signed  by  the  following
 persons  in  the capacities and on the date indicated.

         Signatures         Title                     Date
       ---------------    ---------                 --------

/s/ Edward S. Chan       President, CEO, Treasurer   August 29, 2001
- ------------------------  (Principal Executive Officer)
EDWARD S. CHAN

/s/ Brian B. Spillane,    Secretary and Director     August 29, 2001.
- ------------------------
BRIAN B. SPILLANE



EXHIBIT 4.1

                           CONSULTING AGREEMENT

     This  consulting  agreement (this "Agreement") is made effective
the 8th day of June, 2001 by and between Nova Natural Resources
Corporation, (the "Company"), and Patrick Au d/b/a CPC Johnsen, a
personal services company, whose principal place of business in 30
Rawlings Avenue, Richmond Hill, Ontario, Canada L4S 1B5 (the
"Consultant").

                           RECITALS

     WHEREAS,  the  Company  wishes to engage  the  Consultant  with
respect to certain aspects of its business; and,

     WHEREAS,  the  Consultant  is willing to make  available to the
Company the consulting services provided for in the Agreement as set
forth below.

                          AGREEMENT

     NOW  THEREFORE, in consideration of the premises and the
respective covenants and  agreements of the parties herein contained,
the parties hereto agree as follows:

     1.  TERM.

     The term of this  Agreement  shall commence on the date hereof
and end two years thereafter on the anniversary date hereof unless
extended in a writing signed by both parties.

     2. CONSULTING SERVICES

     Consultant agrees to provide the following services for the
     Company:

     (a) Long range corporate planning and business development,
         including but not limited to the  development  of  corporate
         strategy,  market direction and implantation of business
         plans.
     (b) Review  and  analysis  of  potential  markets and customers
         in such  markets.
     (c) Review of operations and analysis of deviations from the
         business plan for such markets.
     (d) Identify appropriate merger/acquisition candidates in the
         PRC.
     (e) Screen candidates to focus on those which fit into Company's
         criteria,  eliminating those which do not fit the desired
         profile.
     (f) Work with Company to develop and refine criteria which will
         further Company's corporate objectives and take maximum
         advantage of the present desire of many Chinese companies to
         be part of a publicly-traded American company which is
         Chinese-controlled.
     (g) Assist in the negotiations, regardless of duration, to work
         out terms whereby Company either merges with, makes an
         investment in, or purchases the candidates outright.
     (h) Provide on-going advice and assistance in assimilating
         acquired companies into Company, which tasks will include
         assisting in resolving any managerial difficulties which may
         arise after the transaction takes place.

     3. COMPENSATION.

     (a)   Initial Issuance of Shares of Stock.  In  consideration
of the consulting  services set forth in paragraph 2 (a) and subject
to the terms and  conditions set forth herein the Company hereby
agrees to issue to Consultant ten million (10,000,000) shares of the
Company's Common stock and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the
Securities Act of 1933 pursuant to the Company's Non-Qualified Stock
Option Plan 2001, and the terms and rules thereof.

     (b)  Issuance  and  Delivery.   One half of The Common  Stock,
that is, five million (5,000,000) shares shall issued and delivered
within 45 days of completion of the registration, at which time, the
Company shall deliver to the Consultant:

            (i) the certificate or certificates evidencing the Shares
     to be issued to the Consultant and the respective dates,
     registered in the name of the Consultant; and

            (ii) evidence that the Shares or the Stock Option plan
     have been registered on Form S-8 to be filed upon issuance of
     the Shares to the Consultant, registering for resale thereof.

     (c) Second Issuance of Shares of Stock. In further consideration
 of the consulting services set forth in paragraph 2 (a), and subject
 to the terms and  conditions set forth herein the Company hereby
agrees to issue to Consultant an additional five million (5,000,000)
shares of the Company's Common stock and register such shares at the
time of issuance, or immediately thereafter.  This final delivery of
said Shares shall occur prior to the expiration of one year from the
anniversary date hereof.

     (d)  Expenses.   During the term of the Consultant's engagement
hereunder.   The  Consultant  shall  be  entitled  to receive prompt
reimbursement for all reasonable expensesincurred by the Consultant
in  performing  services  hereunder  including  all travel and living
expenses while away from home on business at the request of and in
the service of the Company, provided that such expenses are incurred
and accounted for in accordance  with the policies and procedures
established by the Company, and that any expenses in excess of $500.00
have been pre-approved in writing by the Company.

4. CONFIDENTIAL INFORMATION.

     (a)  Confidential Information.  In connection with the providing
of Consulting  Services,  hereunder,  the Company may provide the
Consultant with information  concerning the Company which the Company
deems confidential (the "Confidential Information").  The Consultant
understands  and agrees that any Confidential  Information  disclosed
pursuant to this  Agreement  is  secret, proprietary  and of great
value to the  Company,  which value may be impaired if the secrecy of
such information is not maintained.  Consultant further agrees that
he will take  reasonable  security measures  to preserve and protect
the secrecy  of such Confidential  Information,  and to hold such
information in confidence and not to disclose such information, either
directly or indirectly to any person or entity during the term of
this agreement or any time following the expiration or termination
hereof; provided, however, that the Consultant may disclose the
Confidential  Information  to an assistant to whom  disclosure
is necessary for the providing of services under this agreement.

     (b)  Exclusions.  For purposes of this  paragraph 4, the term
Confidential Information shall not include  Information which (i)
becomes generally available to the public other than as a
result of a disclosure  by the  Consultant  or his assistants,
agents or advisors, or (ii) becomes available on a non-confidential
basis to the  Consultant  from a source other than the Company or
it's advisors, provided  that  such  source  is not  known to the
Consultant  to be bound by a Confidentiality  agreement with or other
obligation of secrecy to the Company or another party.

     (c)  Government Order.  Notwithstanding anything to the contrary
in this Agreement,  the Consultant  shall not be precluded  from
disclosing any of the Confidential  Information  pursuant  to a valid
order  of any  governmental  or regulatory authority, or pursuant to
the order of any court or arbitrator.

     (d) Injunctive  Relief.  The Consultant agrees that, since a
violation of this paragraph 4 would cause irreparable  injury to the
Company,  and that there may not be an adequate remedy at law for
such violation,  the Company shall have the right in addition to any
other  remedies available at law or in equity,  to enjoin the
Consultant in a court of equity for violating the provisions of this
paragraph 4.

5.   REPRESENTATION AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to the Consultant that
as of the date  hereof and as of the  Closing  Date  (after  giving
effect to the  transactions  contemplated hereby):

     (a) Existence and  Authority.  The Company is a corporation duly
organized and validly existing in good  standing  under the laws of
its  jurisdiction  of incorporation  and has full power and authority
to own its respective  property, carry on its  respective  business
as no being  conducted,  and enter  into and perform its obligations
under this Agreement and to issue and deliver the Shares to be issued
by it hereunder. The Company is duly qualified as a jurisdiction in
which it is  necessary  to be so  qualified  to transact  business as
currently conducted.  This Agreement,  has been duly authorized by
all necessary corporate action, executed, and delivered by the
Company, and constitutes the legal, valid and  binding  obligation
of the Company,  enforceable  against  the Company in accordance
with its terms subject to applicable bankruptcy, insolvency,
reorganization,  moratorium  or other  similar laws relating to or
affecting the rights of creditors generally and to general principals
of equity.

     (b)  Authorization  and  Validity  of  Shares.  The  Shares have
been or will be duly authorized and validly issued and outstanding,
fully paid and non-assessable and free of any  preemptive  rights.
The  Shares  are not  subject to any lien, pledge, security interest
or other encumbrance.

     (c)  Authorization  of  Agreement.  The  Company  has taken all
actions and obtain all consents or  approvals  necessary to authorize
it to enter into this Agreement.

     (d)  No Violation.  Neither the execution or delivery of this
Agreement, the issuance  or delivery  of  Shares,  the  performance
by the Company of its obligations under this Agreement,  nor the
consummation  of the  transactions contemplated  hereby will conflict
with, violate  constitute a breach of or a default (with the passage
of time or otherwise)  under, require the consent or approval of or
filing with any person  (other than consent and  approvals which have
been  obtained and filings  which have been made) under, or result in
the imposition of a lien on or securities interest in any properties
or assets of the Company,  pursuant to the charter or bylaws of the
Company, any award of any arbitrator  or  any  agreement  (including
any  agreement  with  stockholders), instruments, order, judgement,
decree, statute, law, rule or regulation to which the Company is
party or to which any such person or any of their respective
properties or assets is subject.

     (e)  Registration.  The Shares have been, or will be upon the
filing of an S-8 Registration  Statement, registered pursuant to the
Securities Act of 1933, as amended, and all applicable state laws.

6.   FILINGS.

     The Company shall furnish to the Consultant,  promptly after the
sending or filing thereof,  copies of all reports  which the  Company
sends to its equity security holders generally, and  copies of all
reports and registration statements which the Company files with the
Securities and Exchange  Commission (the "Commission"), any other
securities exchange or the national Association of Securities Dealers,
Inc. ("NASD").

7.   SUPPLYING INFORMATION.

     The Company shall cooperate with the Consultant in supplying
such publicly available information  as may be  reasonably  necessary
for the Consultant to complete and file any information reporting
forms.

8.   INDEMNIFICATION.

     (a) The Company shall indemnify the Consultant from and against
any and all expenses (including  attorneys' fees), judgements, fines,
claims,  cause of action,  liabilities  and other amounts paid
(whether in settlement or otherwise actually and  reasonably
incurred) by the Consultant in  connection  with such action, suit or
proceeding if (i) the Consultant was made a party to any action, suit
or proceeding by reason of the fact that the Consultant  rendered
advice or services pursuant to this Agreement, and (ii) the
Consultant acted in good faith and in a manner reasonably believed by
the Consultant to be in or not opposed to the interests of the
Company,  and with  respect  to any  criminal  action or proceeding,
had no reasonable  cause or believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment, order,
settlement, conviction,  or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
Consultant did not act in good faith in or not opposed to the best
interests  of the  Company,  and,  with  respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful. Notwithstanding the foregoing, the Company shall
not indemnify the Consultant with respect to nay claim, issue or
matter as to which the consultant shall have been adjudged to be
liable for gross negligence or willful misconduct in the performance
other duties pursuant to this Agreement unless and only to the extent
that the court in which  such action or suit was brought shall
determine upon application  that, despite the adjunction of liability,
but in view of all the circumstances of the case,  the  Consultant
is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

     (b) The Consultant shall indemnify the Company from and against
any and all expenses (including attorney's fees), judgements, fines,
claims,  causes of action, liabilities and other amounts paid (whether
in settlement or otherwise actually and reasonably incurred) by the
Company in connection with such action, suit or  proceeding  if (i)
the Company was made a party to any action,  suit or proceeding by
reason of the fact that the Consultant rendered advice or services
pursuant to this  Agreement,  and (ii) the  Consultant did not act in
good faith and in a manner reasonably believed by the Consultant to
be in or not opposed to the  interests of the Company, and with
respect  to any  criminal  action or proceeding,  did not reasonably
believe his conduct was lawful.  Notwithstanding the foregoing,  the
Consultant  shall not indemnify the Company with respect to any claim,
issue or matter as to which the Company shall have been adjudged to
be liable for gross  negligence or willful misconduct in connection
with the performance of the  Consultant's  duties  pursuant to this
Agreement unless and only to the extent that the court on which such
action or suit was brought shall determine upon application that,
despite the adjunction of liability, but in view of all circumstances
of the case, the Company is fairly and reasonably  entitled to
indemnify for such expenses which such court shall deem proper.

9.   INDEPENDENT CONTRACTOR STATUS.

     It is expressly  understood and agreed that this is a consulting
agreement only and does not constitute an employer-employee
relationship. Accordingly, the Consultant agrees that the consultant
shall be solely responsible for payment of his own taxes or sums due
to the federal, state, or local governments, overhead, workmen's
compensation, fringe benefits, pension contributions and other
expenses.  It is  further  understood  and  agreed  that  the
Consultant is an independent  contractor  and the  company  shall
have no right to  control  the activities of the  Consultant  other
than during the express period of time in which the Consultant is
performing  services  hereunder, and  that such control is not
because  of  any   presumed employer-employee relationship. The
Consultant shall have no authority to bind the company.

      The parties further  acknowledge that the Company's  services
hereunder are not exclusive,  but  that  the  Consultant  shall
performing  services  and undertaking  other responsibilities,  for
and with other entities or persons, which may directly or indirectly
compete with the  Company.  Accordingly,  the services of the
Consultant hereunder are on a part time basis  only,  and the Company
shall have no discretion, control of, or interest in, the Consultant's
services which are not covered by the terms of the Agreement. The
Company hereby waives any  conflict of interest  which now exists or
may  hereafter  arise with respect to Consultant's current employment
and future employment.

10.   NOTICE.

     All  notices  provided by this  Agreement  shall be in writing
and shall be given by facsimile  transmission,  overnight  courier
by registered mail or by personal delivery, by one party to the other,
addressed to such other party at the applicable address set forth
below, or to such other address as may be given for such  purpose by
such other party by notice duly given hereunder.  Notice shall be
deemed properly given on the date of the delivery.

To Consultant:		Patrick Au d/b/a CPC Johnsen
				30 Rawlings Avenue
				Richmond Hill, Ontario, Canada L4S 1B5

To the Company:		Nova Natural Resources Corporation
                        4340 Kentucky Avenue, Suite 418
                        Glendale, Colorado 80246-2060
                        Fax: 720.524.1364

11.  MISCELLANEOUS

     (a) Waiver.  Any term or provision of this  Agreement  may be
waived at any time by the party entitled to the benefit  thereof by a
written  instrument duly executed by such party.

     (b) Entire  Agreement.  This  Agreement  contains the entire
understanding between the parties hereto with respect to the
transactions contemplated hereby, and may not be amended, modified,
or altered except by an instrument in writing signed by the party
against whom such amendment,  modification, or alteration is sought
to be  enforced.  This Agreement supercedes and replaces all other
agreements  between the parties  with respect to any services to be
performed by the Consultant of behalf of the Company.

     (c) Governing  Law. This  Agreement  shall be construed and
interpreted in accordance with the laws of the State of Colorado.

     (d) Binding  Effect.  This Agreement shall bind and inure to the
benefit of the  parties  hereto  and their  respective  heirs,
executors,  administrators, successors and assigns.

     (e) Construction.  The captions and headings  contained herein
are inserted for convenient  reference  only,  are not a part  hereof
and the same shall not limit  or  construe the provisions to which
they  apply.  Reference  in this agreement  to  "paragraphs"  are to
the  paragraphs in this  Agreement, unless otherwise noted.

    (f)  Expenses.  Each party  shall pay and be responsible for the
cost and expanses, including, without  limitations,  attorney's fees,
incurred by such party  in connection with negotiation,  preparation
and  execution  of  this Agreement and the transactions contemplated
hereby.

    (g)  Assignment.  No party  hereto may assign any of its rights
or delegate any of its obligations  under this Agreement without the
express written consent of the other party hereto.

    (h) No Rights to Others. Nothing herein contained or implied is
intended or shall be construed to confer upon or give to any person,
firm or  corporation, other than the parties hereto.

    (i)  Counterparts.  This Agreement may be executed simultaneously
in two counterparts,  each of which  shall be  deemed  an  original,
but both of which together shall constitute on and the same agreement,
binding upon both parties hereto, notwithstanding that both parties
are not signatories to the original or the same counterpart.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement
on the date and year first above written.

                      NOVA NATURAL RESOURCES CORPORATION

                      By:			/s/
                         -------------------------------
                         Edward S. Chan, Its President

                      Patrick Au d/b/a CPC JOHNSEN

                      By:			/s/
                         -------------------------------
     				 ------------------------Its Manager
					(type or print)



EXHIBIT 4.2
                   EXECUTIVE EMPLOYMENT AGREEMENT
                           EDWARD CHAN

     This document will set forth the terms of the agreement between
EDWARD CHAN ("Employee") and NOVA NATURAL RESOURCES CORPORATION, a
Colorado corporation, ("NOVA" or "Employer")and is effective as of
March 1, 2001.

1.	Employment.

	Employee will serve as President and Chief Executive Officer of
NOVA and as such Employee will perform those duties which are normal
and customary in the industry for like positions. Employee will be
responsible for the leadership of NOVA which includes, but is not
limited to, the development and implementation of company strategy,
communication within and without NOVA, and organizational structure
and integrity including the determination and definition of
employees' responsibilities.  Employee's position includes the
express powers, as well as the implied powers, necessary to
effectuate all tasks that are reasonably necessary.   In Employee's
capacity as President and Chief Executive Officer of NOVA, Employee
will perform such duties for NOVA and its affiliates as they may
reasonably require and will report directly to the NOVA Board of
Directors, through its Chairman, and through the managing directors
of NOVA.  Employee will perform full-time services on an exclusive
basis for NOVA and its affiliates.

2.	Term.

	The term of this Agreement will commence on the date hereof and
continue until terminated by either party giving to the other not
less than 90 days notice in writing; provided, however, that Employee
and Company may not give such notice during the first thirty six (36)
months of the term hereof; and, provided further, that this Agreement
will in any event terminate on the seventh anniversary hereof.
Employee acknowledges that NOVA is not required to actually utilize
Employee's services hereunder, but this shall not release NOVA of its
obligation to pay Employee the compensation set forth herein, subject
to NOVA's right to terminate this Agreement or to continue Employee's
employment after expiration of the term hereof, and Employee
expressly acknowledges that no promises or understandings to the
contrary have been made or reached.

3.	Base Compensation.

	NOVA will pay Employee a base salary of $120,000 per annum.
NOVA will be responsible for all applicable withholding taxes,
including unemployment insurance, workers compensation insurance,
if applicable, social security taxes and NOVA's portion of state and
federal taxes. Such salary will be payable in regular monthly
installments on NOVA's regular paydays during the term.  Salary may
be paid in stock but as soon as NOVA's cash flow allows, in cash.
Employee may, subject to available funds and at the sole discretion
of NOVA, Employee may sell all or a portion of stock issued in lieu
of salary, back to NOVA at Employee's cost.

4.	Severance.

	Upon termination of this Agreement by NOVA pursuant to Section
2 above, NOVA agrees to pay Employee in cash in US dollars any
portion of the salary owed to date and for the 90-day notification
period during which the services of Employee are not required by NOVA.
Additionally, NOVA agrees to pay any bonus compensation (as
determined in accordance with Section 5 below) which is accrued but
unpaid as of the last day of the 90-day notification period (whether
or not Employee renders services hereunder until such date), plus any
accrued vacation pay or other paid time off, to such date.  All
severance compensation set forth in this Section 4 shall be paid in a
single lump sum payment which shall be due and payable on the last
day of the 90-day notification period, with the exception of accrued
but unpaid bonus compensation (as determined in accordance with
Section 5 below), which shall be paid in accordance with Section 5.
All benefits set forth in Section 6 hereof, except any pension or
other retirement benefits but including the annual expense
reimbursement advance (or a pro rata portion thereof, as applicable),
will also continue for a 15 month period after the date of the
termination notice delivered by NOVA pursuant to Section 2.

5.	Bonus Compensation.

	NOVA agrees to implement a bonus plan as approved by the Board
of Directors, which will reward Employee for his performance and
achievement based on standards set by the Board.

6.	Other Benefits.

	Employee will receive a quarterly expense reimbursement advance
in an amount as determined by the board, Employee will account for
all expenses in accordance with NOVA's then prevailing policy
(which shall include appropriate itemization and substantiation of
expenses incurred, and shall require receipts for all expenses over
$25.00), not less than monthly.   NOVA will additionally reimburse
Employee for Employee's reasonable and necessary business expense in
excess of such amount in accordance with its then prevailing policy.
Employee will be entitled to four (4) weeks vacation per year with
pay during the term of this agreement.  Employee may accrue no more
than five (5) weeks of vacation and any vacation accrued and not used
by the end of the calendar year in excess of five (5) weeks shall be
lost. Any travel undertaken on behalf of NOVA may be business class
or better, as NOVA policy permits).  Employee may take Employee's
spouse on business trips with Employee so long as Employee reimburses
NOVA for (i) the difference between the value of one business class
(or first class, if applicable) airfare and the aggregate cost of the
airfare for Employee and Employee's spouse, and (ii) all other
incremental or additional costs incurred or occasioned by Employee's
spouse. Employee may be granted options in accordance with the NOVA
Share Option and Bonus Schemes.  The grant of options is at the
discretion of the management  of NOVA.  Employee and Employee's
family will be eligible to participate in the current NOVA health and
medical plans when established, at no cost to Employee.  Employee
expressly agrees and acknowledges that after the expiration of the
term hereof, Employee will be entitled to no additional benefits not
expressly set forth herein, except as specifically provided under the
benefit plans referred to herein and those benefit plans in which
Employee may subsequently become a participant, and subject in all
cases to the terms and conditions of each such plan.


     NOVA will, at least quarterly, reimburse employee for all
expenses incurred by employee for medical care (as defined in Section
213(e) of Title 26 of the United States Code) of employee, employee's
spouse, and employee's dependents (as defined in Section 152 of Title
26 of the United States Code).  Expenses for medical care (as defined
in  Section 213(e) of Title 26 of the United States Code), include
all amounts for hospital bills, doctor and dental bills, drugs, and
premiums on accident and health insurance, including hospitalization,
medical, and surgical insurance.  Dependents (as defined in Section
152 of Title 26 of the United States Code), includes any member of
employee's family over one-half of whose support is furnished by
employee.

	NOVA may, in its discretion, pay directly any or all of the
above- defined expenses in lieu of making reimbursements for such
expenses.  In that event, NOVA shall be relieved of all further
responsibility with respect to that particular medical expense.

	Reimbursement to, or the payment on behalf of, employee covered
by the accident and health plan, including employee's spouse and
dependents, shall be limited to a maximum during each calendar year
of five thousand dollars ($5,000.00), and does not include cost of
an individual coverage under any group hospitalization and major
medical insurance policy covering the employees of NOVA.  If the
commencement day of employment of employee covered by such plan shall
be after the beginning of any calendar year, or if employee covered
by this plan terminates his employment prior to the end of any
calendar year for any reason other than death or permanent disability,
employee's maximum reimbursement for such calendar year shall, in any
such event, be reduced proportionately on the basis of the number of
full months of employment during such calendar year.

	When applying for reimbursement under the above-stated plan,
employee shall submit to NOVA, at least quarterly, all doctor, dental,
hospitalization, or any other medical bills, including premium
notices for health or accident insurance, for verification by NOVA
prior to payment.  Failure to comply with this provision may, within
the discretion of NOVA, terminate employee's right to reimbursement.
Payment by NOVA under the above-stated plan may be made at thetime or
times determined by NOVA in its discretion, but in no event shall
such payments be made later than the end of the month following the
close of any calendar year.

	Reimbursement for medical care provided under the above-stated
plan shall be made by NOVA only in the event and to the extent that
such reimbursement or payment is not provided for under any insurance
policy or policies, whether owned by NOVA or by employee, and to the
extent of the coverage under any such policy or policies, NOVA shall
be relieved of any and all liability under the above-stated plan.

7.	Termination by NOVA.

	NOVA may terminate this Agreement:

     (a)	for cause by delivery of written notice if Employee has
engaged in willful material breach of duty in the course of Employee's
employment, in the case of Employee's habitual neglect of Employee's
duty or conviction of a felony; or

     (b)	by delivery of written notice if Employee has suffered a
disability which prevents Employee's performance of Employee's
full-time duties under this Agreement.  For purposes hereof, Employee
will be deemed to have suffered a disability if any physical or
mental condition prevents Employee from providing full-time services
to NOVA for an aggregate of 90 days during any period of 180 days.

Notwithstanding the foregoing, however, prior to termination by NOVA
pursuant to Section 7(a), Employee shall have a period of 30 days in
which to cure any breach under Section 7(a)  (if such breach is of a
nature that it can be cured) from the date of delivery of a notice to
Employee by NOVA setting forth in detail the particular failure or
other breach of duty hereunder.  In the event of termination by
NOVA under Section 7(a) Employee shall be entitled to receive no
further compensation or benefits hereunder except for base
compensation and benefits which shall have vested or accrued and
remain unpaid as of the last consecutive day upon which Employee
render full-time services hereunder and Employee shall not be
entitled to receive any accrued but unpaid bonus compensation.  In
the event of termination  by NOVA under Section 7(b), Employee
be entitled to receive $120,000 and any bonus compensation which is
accrued but unpaid as of the date of the termination notice delivered
by NOVA.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement, will continue for a 12-month period
after the date of such termination notice.

8.	Termination by Employee.

	Employee may terminate this Agreement at any time subject to
the provisions set forth in Section 2 above and in the event of such
termination, Employee shall be entitled to receive no further
compensation or benefits hereunder except for benefits which have
vested, unpaid base compensation which has accrued and bonus
compensation which has been earned and remains unpaid as of the last
consecutive day upon which Employee renders full-time services
hereunder.

9.	Constructive Termination.

	In the event that (i) any person or entity (other than NOVA)
becomes the beneficial owner of securities of NOVA representing
majority of the voting power of the securities of NOVA, (ii) or in
the event that any person or entity (other than NOVA) becomes the
beneficial owner of securities of NOVA representing a majority of the
voting power of the securities of NOVA, (iii) or in the event that a
Change of Control of NOVA (as hereinafter defined) occurs, (iv) or in
the event that all or substantially all of NOVA's assets (as computed
on a consolidated basis) are sold, or (v) in the event that NOVA is
merged with any entity and such entity is the survivor and a person
or entity (other than NOVA) becomes the beneficial owner of
securities of such survivor representing a majority of the voting
power of the securities of such survivor, (in each case referenced in
clauses (i) through (v) above, a "Sale of the Company"), NOVA shall
be deemed to have terminated Employee upon consummation of such
transaction, and $240,000 shall be paid to Employee in cash at the
closing of such transaction.  In addition, the amount of any accrued
but unpaid bonus compensation as of the date of closing of the Sale
of the Company (as determined in accordance with Section 5 hereof)
shall be paid to Employee in cash within thirty (30) days after the
date of closing.  In the event of such constructive termination,
Employee agrees to cooperate with NOVA, its affiliates and/or the
purchaser for a period of up to ninety (90) days following the
closing at NOVA's request to assist in the transition to a new
management and/or winding up or liquidation of NOVA and/or its
affiliates; provided, however, that it is specifically agreed that
Employee shall not be required during such 90-day period to provide
services to the Company in the capacity set forth in Section 1
hereof.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits but including the expense
reimbursement advance, will also continue for a 15-month period after
the closing of the Sale of the Company.  For purposes of this
Agreement, the term "Change of Control of NOVA" shall mean a change
in the composition of the Board of Directors of NOVA such that the
incumbent members of the Board of Directors on the date hereof (as
the composition of the same is subsequently changed from time to time
hereafter by election, retirement and removal in the normal course of
affairs) cease to represent a majority of the members of such Board
as a result of (i) a change in ownership of NOVA Common Shares, (ii)
the consolidation or merger of NOVA with or into an unrelated third
party, or (iii) a proxy solicitation done for the purpose of
effecting such a change.

10.	Material Breach; Liquidation Damages.

	Employee may terminate this Agreement upon material breach by
NOVA of any material provision hereof by delivering written notice to
NOVA's Board of Directors; provided, however, that prior to
termination of Employee, NOVA shall have a period of 30 days in which
to cure such breach (if such breach is of a nature that it may be
cured) from the date of delivery of a notice to NOVA by Employee
setting forth in detail the particular breach hereunder.  Upon such
termination, Employee shall be entitled to receive as liquidated
damages the severance compensation set forth in Section 4 above
(including any accrued but unpaid bonus compensation as set forth
therein) and the benefits outlined in Section 6 hereof (other than
any pension or other retirement benefits but including the expense
reimbursement advance), for one year or for the remaining term of the
contract which ever is greater.

11.	Disputes.

	Any dispute or controversy arising under, out of, in connection
with or in relation to the termination of this Agreement (i) by NOVA
pursuant to Section 7(a), (ii) by Employee pursuant to Section 10, or
(iii) pursuant to Section 9, shall be determined and settled by
submission for hearing to an arbitrator in an expedited arbitration
proceeding conducted in Glendale, Colorado in accordance with the
rules and procedures of the American Arbitration Association.  Such
submission and hearing shall be initiated by any party by delivery of
written notice to the other party demanding a hearing and specifying
the controversy or dispute to be settled.  The decision of the
arbitrator shall be binding and conclusive on the parties hereto.  In
the case of a dispute arising under Section 7(a) hereunder, if NOVA
is determined by the arbitrator to have terminated this Agreement
other than in accordance with the provisions of Section 7(a),
Employee shall be entitled to receive the severance compensation set
forth in Section 4 (including any accrued but unpaid bonus as set
forth therein) in a lump sum payment (less any portion thereof
previously paid to Employee) and to receive all other benefits set
forth in Section 6 (other than any pension or other retirement
benefits but including the expense reimbursement advance) for a
period of 15 months after the date the arbitrator's decision is
rendered (as reduced by any period of time during the pendancy  of
the arbitration in which Employee received such benefits).  In the
case of a dispute arising under Section 10 hereof, if Employee is
determined by the arbitrator to have terminated this Agreement other
than in accordance with the provisions of Section 10 hereof, Employee
shall not be entitled to receive any compensation or benefits from or
after the last consecutive day upon which Employee rendered full-time
services hereunder except for base compensation, bonus compensation
and benefits which shall have accrued, been earned or vested as of
such day, and if Employee shall have received any compensation to
which Employee is  not entitled hereunder, Employee shall immediately
pay over to NOVA an amount  equal to such unearned compensation.
Because time is of the essence in the resolution of any dispute or
controversy to be settled pursuant to this Section 11, the parties
agree that any unreasonable delay of the proceedings before the
arbitrator by any party hereto may be the subject of sanctions by the
arbitrator and each of the parties hereto agrees to use its best
efforts to cause the final resolution of any dispute or controversy
hereunder to occur within three months of the date of termination
giving rise thereto.

12.	Duty to Mitigate; Offset.

	It is expressly agreed and understood that in the event of the
termination of this Agreement (i) by NOVA pursuant to Section 2
hereof, (ii) by Employee pursuant to Section 10 hereof, or (iii)
pursuant to Section 9 hereof, Employee shall have no affirmative duty
to mitigate the damages payable to Employee by NOVA and further that
no amounts actually earned or accrued by Employee for employment or
similar services during the period of time subsequent to such
termination will be offset against any amounts to which Employee is
otherwise entitled hereunder.

13.	Entire Agreement; Modification; Etc.

	This Agreement sets forth the entire understanding between
Employee and NOVA, and there are no terms, conditions,
representations, warranties or covenants other than those contained
herein and all prior personal service or employment agreements
(whether written, oral or implied) between Employee (or any company
through which Employee provide Employee's services) and NOVA or any
affiliate or predecessor of NOVA are terminated as of the
commencement of the term of this Agreement and Employee hereby waives
all rights under any such prior personal service or employment
agreements which accrue after the date of the execution hereof.  No
term or provision of this Agreement may be amended, waived, released,
discharged or modified in any respect except in writing, signed by
each of the parties hereto or by the party to be bound thereby.  No
waiver of any breach or default shall constitute a waiver of any
other breach or default, whether of the same or any other provision.
A delay or failure to assert rights or a breach of this Agreement
shall not be deemed to be a waiver of such right either with respect
to that breach or any subsequent breach.

14.	Assignment.

	This Agreement may not be assigned by either party.

15.	Colorado Law.

	This Agreement will be governed by and construed in accordance
with the internal laws of the State of Colorado applicable to
contracts to be executed and performed wholly in that state.

NOVA NATURAL RESOURCES CORPORATION


By:  ____________________________	Dated:
        Director


READ, ACCEPTED AND AGREED TO:


________________________________	Dated:
Edward Chan







EXHIBIT 4.3
                   EXECUTIVE EMPLOYMENT AGREEMENT
                         BRIAN B. SPILLANE


This document will set forth the terms of the agreement between BRIAN
B. SPILLANE ("Employee")and NOVA NATURAL RESOURCES CORPORATION, a
Colorado corporation, ("NOVA" or "Employer") and is effective as of
March 1, 2001.

1.	Employment.

	Employee will serve as Secretary of NOVA and as such Employee
will perform those duties which are normal and customary in the
industry for like positions. Employee will be responsible to the
President and CEO of NOVA and will perform all assigned tasks, which
include, but are not limited to, assisting in the development and
implementation of company strategy, communication within and
without NOVA, and organizational structure and integrity including
the determination and definition of employees' responsibilities.
Employee's position includes the express powers, as well as the
implied powers, necessary to effectuate all tasks that are reasonably
necessary.   In Employee's capacity as an employee of NOVA, Employee
will perform such duties for NOVA and its affiliates as they may
reasonably require and as assigned and will report directly to the
President of NOVA.

2.	Term.

	The term of this Agreement will commence on the date hereof and
continue until terminated by either party giving to the other not
less than 90 days notice in writing; provided, however, that
Employee and Company may not give such notice during the first thirty
six (36) months of the term hereof; and, provided further, that this
Agreement will in any event terminate on the seventh anniversary
hereof.  Employee acknowledges that NOVA is not required to actually
utilize Employee"s services hereunder, but this shall not release
NOVA of its obligation to pay Employee the compensation set forth
herein, subject to NOVA's right to terminate this Agreement or to
continue Employee's employment after expiration of the term hereof,
and Employee expressly acknowledges that no promises or understandings
to the contrary have been made or reached.

3.	Base Compensation.

	NOVA will pay Employee a base salary of $72,000 per annum.
NOVA will be responsible for all applicable withholding taxes,
including unemployment insurance, workers compensation insurance,
if applicable, social security taxes and NOVA's portion of state and
federal taxes.  Such salary will be payable in regular monthly
installments in US dollars, on NOVA's regular paydays during the
term. Salary may be paid in stock but as soon as NOVA's cash flow
allows, in cash.  Employee may, subject to available funds and at
the sole discretion of NOVA, Employee may sell all or a portion of
stock issued in lieu of salary, back to NOVA at Employee's cost.

4.	Severance.

	Upon termination of this Agreement by NOVA pursuant to Section
2 above, NOVA agrees to pay Employee in cash in US dollars any
portion of the salary owed to date and for the 90-day notification
period during which the services of Employee are not required by NOVA.
Additionally, NOVA agrees to pay any bonus compensation (as
determined in accordance with Section 5 below) which is accrued but
unpaid as of the last day of the 90-day notification period (whether
or not Employee renders services hereunder until such date), plus any
accrued vacation pay or other paid time off, to such date.  All
severance compensation set forth in this Section 4 shall be paid in a
single lump sum payment which shall be due and payable on the last
day of the 90-day notification period, with the exception of accrued
but unpaid bonus compensation (as determined in accordance with
Section 5 below), which shall be paid in accordance with Section 5.

5.	Bonus Compensation.

	NOVA agrees to implement a bonus plan as approved by the Board
of Directors, which will reward Employee for his performance and
achievement based on standards set by the Board.

6.	Other Benefits.

     Employee will receive a quarterly expense reimbursement advance
in an amount as determined by the board.  Employee will account for
all expenses in accordance with NOVA's then prevailing policy (which
shall include appropriate itemization and substantiation of expenses
incurred, and shall require receipts for all expenses over $25.00),
not less than monthly.   NOVA will additionally reimburse Employee
for Employee's reasonable and necessary business expense in excess of
such amount in accordance with its then prevailing policy.  Employee
will be entitled to three (3) weeks vacation per year with pay during
the term of this agreement. Employee may accrue no more than four
(4) weeks of vacation and any vacation accrued and not used by the
end of the calendar year in excess of four (4) weeks shall be lost.
Any travel undertaken on behalf of NOVA may be business class (or
better, as NOVA policy permits).  Employee may take Employee's spouse
on business trips with Employee so long as Employee reimburses NOVA
for (i) the difference between the value of one business class (or
first class, if applicable) airfare and the aggregate cost of the
airfare for Employee and Employee's spouse, and (ii) all other
incremental or additional costs incurred or occasioned by Employee's
spouse.  Employee may be granted options in accordance with the NOVA
Share Option and Bonus Schemes.  The grant of options is at the
discretion of the management  of NOVA.  Employee and Employee's
family will be eligible to participate in the current NOVA health
and medical plans when established, at no cost to Employee.  Employee
expressly agrees and acknowledges that after the expiration of the
term hereof, Employee will be entitled to no additional benefits not
expressly set forth herein, except as specifically provided under the
benefit plans referred to herein and those benefit plans in which
Employee may subsequently become a participant, and subject in all
cases to the terms and conditions of each such plan.

     NOVA will, at least quarterly, reimburse employee for all
expenses incurred by employee for medical care (as defined in Section
213(e) of Title 26 of the United States Code) of employee, employee's
spouse, and employee's dependents (as defined in  Section 152 of
Title 26 of the United States Code).  Expenses for medical care (as
defined in  Section 213(e) of Title 26 of the United States Code),
include all amounts for hospital bills, doctor and dental bills,
drugs, and premiums on accident and health insurance, including
hospitalization, medical, and surgical insurance.  Dependents (as
defined in Section 152 of Title 26 of the United States Code),
includes any member of employee's family over one-half of whose
support is furnished by employee.

	NOVA may, in its discretion, pay directly any or all of the
above- defined expenses in lieu of making reimbursements for such
expenses.  In that event, NOVA shall be relieved of all further
responsibility with respect to that particular medical expense.

	Reimbursement to, or the payment on behalf of, employee covered
by the accident and health plan, including employee's spouse and
dependents, shall be limited to a maximum during each calendar year
of five thousand dollars ($5,000.00), and does not include cost of an
individual coverage under any group hospitalization and major medical
insurance policy covering the employees of NOVA.  If the commencement
day of employment of employee covered by such plan shall be after the
beginning of any calendar year, or if employee covered by this plan
terminates his employment prior to the end of any calendar year for
any reason other than death or permanent disability, employee's
maximum reimbursement for such calendar year shall, in any such
event, be reduced proportionately on the basis of the number of full
months of employment during such calendar year.

	When applying for reimbursement under the above-stated plan,
employee shall submit to NOVA, at least quarterly, all doctor, dental,
hospitalization, or any other medical bills, including premium
notices for health or accident insurance, for verification by NOVA
prior to payment.  Failure to comply with this provision may, within
the discretion of NOVA, terminate employee's right to reimbursement.
Payment by NOVA under the above-stated plan may be made at the
time or times determined by NOVA in its discretion, but in no event
shall such payments be made later than the end of the month following
the close of any calendar year.

	Reimbursement for medical care provided under the above-stated
plan shall be made by NOVA only in the event and to the extent that
such reimbursement or payment is not provided for under any insurance
policy or policies, whether owned by NOVA or by employee, and to the
extent of the coverage under any such policy or policies, NOVA shall
be relieved of any and all liability under the above-stated plan.

7.	Termination by NOVA.

	NOVA may terminate this Agreement:

     (a)	for cause by delivery of written notice if Employee has
engaged in willful material breach of duty in the course of Employee's
employment, in the case of Employee's habitual neglect of Employee's
duty or conviction of a felony; or

     (b)	by delivery of written notice if Employee has suffered a
disability which prevents Employee's performance of Employee's
full-time duties under this Agreement.  For purposes hereof, Employee
will be deemed to have suffered a disability if any physical or
mental condition prevents Employee from providing full-time services
to NOVA for an aggregate of 90 days during any period of 180 days.

Notwithstanding the foregoing, however, prior to termination by NOVA
pursuant to Section 7(a), Employee shall have a period of 30 days in
which to cure any breach under Section 7(a)  (if such breach is of a
nature that it can be cured) from the date of delivery of a notice to
Employee by NOVA setting forth in detail the particular failure or
other breach of duty hereunder.  In the event of termination by
NOVA under Section 7(a) Employee shall be entitled to receive no
further compensation or benefits hereunder except for base
compensation and benefits which shall have vested or accrued and
remain unpaid as of the last consecutive day upon which Employee
render full-time services hereunder and Employee shall not be
entitled to receive any accrued but unpaid bonus compensation.  In
the event of termination by NOVA under Section 7(b), Employee shall
be entitled to receive $72,000 and any bonus compensation which is
accrued but unpaid as of the date of the termination notice delivered
by NOVA.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits , will continue for a 12-month
period after the date of such termination notice under Section 7 (b).

8.	Termination by Employee.

	Employee may terminate this Agreement at any time subject to
the provisions set forth in Section 2 above and in the event of such
termination, Employee shall be entitled to receive no further
compensation or benefits hereunder except for benefits which have
vested, unpaid base compensation which has accrued and bonus
compensation which has been earned and remains unpaid as of the last
consecutive day upon which Employee renders full-time services
hereunder.

9.	Constructive Termination.

	In the event that (i) any person or entity (other than NOVA)
becomes the beneficial owner of securities of NOVA representing a
majority of the voting power of the securities of NOVA, (ii) or in
the event that any person or entity (other than NOVA) becomes the
beneficial owner of securities of NOVA representing a majority of the
voting power of the securities of NOVA, (iii) or in the event that a
Change of Control of NOVA (as hereinafter defined) occurs, (iv) or in
the event that all or substantially all of NOVA's assets (as computed
on a consolidated basis) are sold, or (v) in the event that NOVA is
merged with any entity and such entity is the survivor and a person
or entity (other than NOVA) becomes the beneficial owner of
securities of such survivor representing a majority of the voting
power of the securities of such survivor, (in each case referenced
in clauses (i) through (v) above, a "Sale of the Company"), NOVA
shall be deemed to have terminated Employee upon consummation of such
transaction, and $144,000 shall be paid to Employee in cash at the
closing of such transaction.  In addition, the amount of any accrued
but unpaid bonus compensation as of the date of closing of the Sale
of the Company (as determined in accordance with Section 5 hereof)
shall be paid to Employee in cash within thirty (30) days after the
date of closing.  In the event of such constructive termination,
Employee agrees to cooperate with NOVA, its affiliates and/or the
purchaser for a period of up to ninety (90) days following the
closing at NOVA's request to assist in the transition to a new
management and/or winding up or liquidation of NOVA and/or its
affiliates; provided, however, that it is specifically agreed that
Employee shall not be required during such 90-day period to provide
services to the Company in the capacity set forth in Section 1
hereof.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits but including the expense
reimbursement advance, will also continue for a 15-month period after
the closing of the Sale of the Company.  For purposes of this
Agreement, the term "Change of Control of NOVA" shall mean a change
in the composition of the Board of Directors of NOVA such that the
incumbent members of the Board of Directors on the date hereof (as
the composition of the same is subsequently changed from time to time
hereafter by election, retirement and removal in the normal course of
affairs) cease to represent a majority of the members of such Board
as a result of (i) a change in ownership of NOVA Common Shares, (ii)
the consolidation or merger of NOVA with or into an unrelated third
party, or (iii) a proxy solicitation done for the purpose of
effecting such a change.

10.	Material Breach; Liquidation Damages.

	Employee may terminate this Agreement upon material breach by
NOVA of any material provision hereof by delivering written notice to
NOVA's Board of Directors; provided, however, that prior to
termination of Employee, NOVA shall have a period of 30 days in which
to cure such breach (if such breach is of a nature that it may be
cured) from the date of delivery of a notice to NOVA by Employee
setting forth in detail the particular breach hereunder.  Upon such
termination, Employee shall be entitled to receive as liquidated
damages the severance compensation set forth in Section 4 above
(including any accrued but unpaid bonus compensation as set forth
therein) and the benefits outlined in Section 6 hereof (other than
any pension or other retirement benefits but including the expense
reimbursement advance), for one year or for the remaining term of the
contract which ever is greater.

11.	Disputes.

	Any dispute or controversy arising under, out of, in connection
with or in relation to the termination of this Agreement (i) by NOVA
pursuant to Section 7(a), (ii) by Employee pursuant to Section 10, or
(iii) pursuant to Section 9, shall be determined and settled by
submission for hearing to an arbitrator in an expedited arbitration
proceeding conducted in Glendale, Colorado in accordance with the
rules and procedures of the American Arbitration Association.  Such
submission and hearing shall be initiated by any party by delivery of
written notice to the other party demanding a hearing and specifying
the controversy or dispute to be settled.  The decision of the
arbitrator shall be binding and conclusive on the parties hereto.  In
the case of a dispute arising under Section 7(a) hereunder, if NOVA
is determined by the arbitrator to have terminated this Agreement
other than in accordance with the provisions of Section 7(a),
Employee shall be entitled to receive the severance compensation set
forth in Section 4 (including any accrued but unpaid bonus as set
forth therein) in a lump sum payment (less any portion thereof
previously paid to Employee) and to receive all other benefits set
forth in Section 6 (other than any pension or other retirement
benefits but including the expense reimbursement advance) for a
period of 15 months after the date the arbitrator's decision is
rendered (as reduced by any period of time during the pendancy  of
the arbitration in which Employee received such benefits).  In the
case of a dispute arising under Section 10 hereof, if Employee is
determined by the arbitrator to have terminated this Agreement other
than in accordance with the provisions of Section 10 hereof, Employee
shall not be entitled to receive any compensation or benefits from or
after the last consecutive day upon which Employee rendered full-time
services hereunder except for base compensation, bonus compensation
and benefits which shall have accrued, been earned or vested as of
such day, and if Employee shall have received any compensation to
which Employee is not entitled hereunder, Employee shall immediately
pay over to NOVA an amount  equal to such unearned compensation.
Because time is of the essence in the resolution of any dispute or
controversy to be settled pursuant to this Section 11, the parties
agree that any unreasonable delay of the proceedings before the
arbitrator by any party hereto may be the subject of sanctions by the
arbitrator and each of the parties hereto agrees to use its best
efforts to cause the final resolution of any dispute or controversy
hereunder to occur within three months of the date of termination
giving rise thereto.

12.	Duty to Mitigate; Offset.

	It is expressly agreed and understood that in the event of the
termination of this Agreement (i) by NOVA pursuant to Section 2
hereof, (ii) by Employee pursuant to Section 10 hereof, or (iii)
pursuant to Section 9 hereof, Employee shall have no affirmative duty
to mitigate the damages payable to Employee by NOVA and further that
no amounts actually earned or accrued by Employee for employment or
similar services during the period of time subsequent to such
termination will be offset against any amounts to which Employee is
otherwise entitled hereunder.

13.	Entire Agreement; Modification; Etc.

	This Agreement sets forth the entire understanding between
Employee and NOVA, and there are no terms, conditions,
representations, warranties or covenants other than those contained
herein and all prior personal service or employment agreements
(whether written, oral or implied) between Employee (or any company
through which Employee provide Employee's services) and NOVA or any
affiliate or predecessor of NOVA are terminated as of the commencement
of the term of this Agreement and Employee hereby waives all rights
under any such prior personal service or employment agreements
which accrue after the date of the execution hereof.  No term or
provision of this Agreement may be amended, waived, released,
discharged or modified in any respect except in writing, signed by
each of the parties hereto or by the party to be bound thereby.  No
waiver of any breach or default shall constitute a waiver of any
other breach or default, whether of the same or any other provision.
A delay or failure to assert rights or a breach of this Agreement
shall not be deemed to be a waiver of such right either with respect
to that breach or any subsequent breach.


14.	Assignment.

	This Agreement may not be assigned by either party.

15.	Colorado Law.

	This Agreement will be governed by and construed in accordance
with the internal laws of the State of Colorado applicable to
contracts to be executed and performed wholly in that state.

NOVA NATURAL RESOURCES CORPORATION


By:  ____________________________	Dated:
       President


READ, ACCEPTED AND AGREED TO:


________________________________	Dated:
Brian B. Spillane



EXHIBIT 4.4
                  EXECUTIVE EMPLOYMENT AGREEMENT
                            CHRIS TSE


This document will set forth the terms of the agreement between CHRIS
TSE ("Employee") and NOVA NATURAL RESOURCES CORPORATION, a Colorado
corporation,  ("NOVA" or "Employer") and is effective as of March 1,
2001.

1.	Employment.

	Employee will serve as a vice president of NOVA and as such
Employee will perform those duties which are normal and customary in
the industry for like positions. Employee will be responsible to the
President and CEO of NOVA and will perform all assigned tasks, which
include those indicated in Employee's Job Description.  In Employee's
capacity as an employee of NOVA,  Employee will perform such duties
for NOVA and its affiliates as they may reasonably require and as
assigned and will report directly to the President of NOVA.  Employee
will perform full-time services on an exclusive basis for NOVA and
its affiliates.

2.	Term.

	The term of this Agreement will commence on the date hereof and
continue until terminated by either party giving to the other not
less than 90 days notice in writing; provided, however, that
Employee and Company may not give such notice during the first thirty
six (36) months of the term hereof; and, provided further, that this
Agreement will in any event terminate on the seventh anniversary
hereof.  Employee acknowledges that NOVA is not required to actually
utilize Employee's services hereunder, but this shall not release
NOVA of its obligation to pay Employee the compensation set forth
herein, subject to NOVA's right to terminate this Agreement or to
continue Employee's employment after expiration of the term hereof,
and Employee expressly acknowledges that no promises or
understandings to the contrary have been made or reached.

3.	Base Compensation.

	NOVA will pay Employee a base salary of $48,000 per annum.
NOVA will be responsible for all applicable withholding taxes,
including unemployment insurance, workers compensation insurance,
if applicable, social security taxes and NOVA's portion of state and
federal taxes.   Such salary will be payable in regular monthly
installments on NOVA's regular paydays during the term.   Salary may
be paid in stock but as soon as NOVA's cash flow allows, in cash.
Employee may, subject to available funds and at the sole discretion
of NOVA sell all or a portion of stock issued in lieu of salary back
to NOVA at Employee's cost.

4.	Severance.

	Upon termination of this Agreement by NOVA pursuant to Section
2 above, NOVA agrees  to pay Employee in cash in US dollars, any
portion of the salary owed to date and for the 90-day notification
period during which the services of Employee are not required by NOVA.
Additionally, NOVA agrees to pay any bonus compensation (as
determined in accordance with Section 5 below) which is accrued but
unpaid as of the last day of the 90-day notification period (whether
or not Employee renders services hereunder until such date), plus any
accrued vacation pay or other paid time off, to such date.  All
severance compensation set forth in this Section 4 shall be paid in a
single lump sum payment which shall be due and payable on the last
day of the 90-day notification period, with the exception of accrued
but unpaid bonus compensation (as determined in accordance with
Section 5 below), which shall be paid in accordance with Section 5.

5.	Bonus Compensation.

	NOVA agrees to implement a bonus plan as approved by the Board
of Directors, which will reward Employee for his performance and
achievement based on standards set by the Board.

6.	Other Benefits.

	Employee will receive a quarterly annual expense reimbursement
advance in an amount as determined by the board. Employee will
account for all expenses in accordance with NOVA's then prevailing
policy (which shall include appropriate itemization and
substantiation of expenses incurred and shall require receipts for
all expenses over $25.00), not less than monthly.  NOVA will
additionally reimburse Employee for Employee's reasonable and
necessary business expense in excess of such amount in accordance
with its then prevailing policy.  Employee will be entitled to
two (2) weeks vacation per year with pay during the term of this
agreement.   Employee may accrue no more than three (3) weeks
vacation and any vacation accrued and not used by the end of the
calendar year in excess of three (3) weeks shall be forfeited.  Any
travel undertaken on behalf of NOVA may be business class (or
better, as NOVA policy permits).  Employee may take Employee's spouse
on business trips with Employee so long as Employee reimburses NOVA
for (i) the difference between the value of one business class (or
first class, if applicable) airfare and the aggregate cost of the
airfare for Employee and Employee's spouse, and (ii) all other
incremental or additional costs incurred or occasioned by Employee's
spouse.  Employee may be granted options in accordance with the NOVA
Share Option and Bonus Schemes.  The grant of options is at the
discretion of the management of NOVA.  Employee and Employee's family
will be eligible to participate in the current NOVA health and
medical plans when established, at no cost to Employee.  Employee
expressly agrees and acknowledges that after the expiration of the
term hereof, Employee will be entitled to no additional benefits not
expressly set forth herein, except as specifically provided under the
benefit plans referred to herein and those benefit plans in which
Employee may subsequently become a participant, and subject in all
cases to the terms and conditions of each such plan.

7.	Termination by NOVA.

	NOVA may terminate this Agreement:

(a)	for cause by delivery of written notice if Employee have
engaged in willful material breach of duty in the course of
Employee's employment, in the case of Employee's habitual neglect of
Employee's duty or conviction of a felony; or

(b)	by delivery of written notice if Employee has suffered a
disability which prevents Employee's performance of Employee's
full-time duties under this Agreement.  For purposes hereof, Employee
will be deemed to have suffered a disability if any physical or
mental condition prevents Employee from providing full-time services
to NOVA for an aggregate of 90 days during any period of 180 days.

Notwithstanding the foregoing, however, prior to termination by NOVA
pursuant to Section 7(a), Employee shall have a period of 30 days in
which to cure any breach under Section 7(a)  (if such breach is of a
nature that it can be cured) from the date of delivery of a notice to
Employee by NOVA setting forth in detail the particular failure or
other breach of duty hereunder.  In the event of termination by
NOVA under Section 7(a) Employee shall be entitled to receive no
further compensation or benefits hereunder except for base
compensation and benefits which shall have vested or accrued and
remain unpaid as of the last consecutive day upon which Employee
render full-time services hereunder and Employee shall not be
entitled to receive any accrued but unpaid bonus compensation.  In
the event of termination  by NOVA under Section 7(b), Employee shall
be entitled to receive $48,000 and any bonus compensation which is
accrued but unpaid as of the date of the termination notice delivered
by NOVA.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits , will continue for a 12-month
period after the date of such termination notice under Section 7 (b).

8.	Termination by Employee.

	Employee may terminate this Agreement at any time subject to
the provisions set forth in Section 2 above and in the event of such
termination, Employee shall be entitled to receive no further
compensation or benefits hereunder except for benefits which have
vested, unpaid base compensation which has accrued and bonus
compensation which has been earned and remains unpaid as of the last
consecutive day upon which Employee renders full-time services
hereunder.

9.	Constructive Termination.

	In the event that (i) any person or entity (other than NOVA)
becomes the beneficial owner of securities of NOVA representing a
majority of the voting power of the securities of NOVA, (ii) or in
the event any person or entity (other than NOVA) becomes the
beneficial owner of securities of NOVA representing a majority of the
voting power of the securities of NOVA, (iii) or in the event  a
Change of Control of NOVA (as hereinafter defined) occurs, (iv) or
in the event all or substantially all of NOVA's assets (as computed
on a consolidated basis) are sold, or (v) NOVA is merged with any
entity and such entity is the survivor and a person or entity (other
than NOVA) becomes the beneficial owner of securities of such
survivor representing a majority of the voting power of the
securities of such survivor, (in each case referenced in clauses (i)
through (v) above, a "Sale of the Company"), NOVA shall be deemed to
have terminated Employee upon consummation of such transaction, and
$96,000 shall be paid to Employee in cash at the closing of such
transaction.  In addition, the amount of any accrued but unpaid bonus
compensation as of the date of closing of the Sale of the Company
(as determined in accordance with Section 5 hereof) shall be paid to
Employee in cash within thirty (30) days after the date of closing.
In the event of such constructive termination, Employee agrees to
cooperate with NOVA, its affiliates and/or the purchaser for a period
of up to ninety (90) days following the closing at NOVA's request to
assist in the transition to a new management and/or winding up or
liquidation of NOVA and/or its affiliates; provided, however, that it
is specifically agreed that Employee shall not be required during
such 90-day period to provide services to the Company in the capacity
set forth in Section 1 hereof.  All benefits set forth in Section 6
hereof, other than any pension or other retirement benefits but
including the expense reimbursement advance, will also continue for
a 15-month period after the closing of the Sale of the Company.  For
purposes of this Agreement, the term "Change of Control of NOVA"
shall mean a change in the composition of the Board of Directors of
NOVA such that the incumbent members of the Board of Directors on the
date hereof (as the composition of the same is subsequently changed
from time to time hereafter by election, retirement and removal in
the normal course of affairs) cease to represent a majority of the
members of such Board as a result of (i) a change in ownership of
NOVA Common Shares, (ii) the consolidation or merger of NOVA with or
into an unrelated third party, or (iii) a proxy solicitation done for
the purpose of effecting such a change.

10.	Material Breach; Liquidation Damages.

	Employee may terminate this Agreement upon material breach by
NOVA of any material provision hereof by delivering written notice to
NOVA's Board of Directors; provided, however, that prior to
termination of Employee, NOVA shall have a period of 30 days in which
to cure such breach (if such breach is of a nature that it may be
cured) from the date of delivery of a notice to NOVA by Employee
setting forth in detail the particular breach hereunder.  Upon such
termination, Employee shall be entitled to receive as liquidated
damages the severance compensation set forth in Section 4 above
(including any accrued but unpaid bonus compensation as set forth
therein) and the benefits outlined in Section 6 hereof (other than
any pension or other retirement benefits but including the expense
reimbursement advance), for one year or for the remaining term of the
contract which ever is greater.

11.	Disputes.

	Any dispute or controversy arising under, out of, in connection
with or in relation to the termination of this Agreement (i) by NOVA
pursuant to Section 7(a), (ii) by Employee pursuant to Section 10, or
(iii) pursuant to Section 9, shall be determined and settled by
submission for hearing to an arbitrator in an expedited arbitration
proceeding conducted in Glendale, Colorado in accordance with the
rules and procedures of the American Arbitration Association.  Such
submission and hearing shall be initiated by any party by delivery of
written notice to the other party demanding a hearing and specifying
the controversy or dispute to be settled.  The decision of the
arbitrator shall be binding and conclusive on the parties hereto.  In
the case of a dispute arising under Section 7(a) hereunder, if NOVA
is determined by the arbitrator to have terminated this Agreement
other than in accordance with the provisions of Section 7(a),
Employee shall be entitled to receive the severance compensation set
forth in Section 4 (including any accrued but unpaid bonus as set
forth therein) in a lump sum payment (less any portion thereof
previously paid to Employee) and to receive all other benefits set
forth in Section 6 (other than any pension or other retirement
benefits but including the expense reimbursement advance) for a
period of 15 months after the date the arbitrator's decision is
rendered (as reduced by any period of time during the pendancy  of
the arbitration in which Employee received such benefits).  In the
case of a dispute arising under Section 10 hereof, if Employee is
determined by the arbitrator to have terminated this Agreement other
than in accordance with the provisions of Section 10 hereof, Employee
shall not be entitled to receive any compensation or benefits from or
after the last consecutive day upon which Employee rendered full-time
services hereunder except for base compensation, bonus compensation
and benefits which shall have accrued, been earned or vested as of
such day, and if Employee shall have received any compensation to
which Employee is not entitled hereunder, Employee shall immediately
pay over to NOVA an amount  equal to such unearned compensation.
Because time is of the essence in the resolution of any dispute or
controversy to be settled pursuant to this Section 11, the parties
agree that any unreasonable delay of the proceedings before the
arbitrator by any party hereto may be the subject of sanctions by the
arbitrator and each of the parties hereto agrees to use its best
efforts to cause the final resolution of any dispute or controversy
hereunder to occur within three months of the date of termination
giving rise thereto.

12.	Duty to Mitigate; Offset.

	It is expressly agreed and understood that in the event of the
termination of this Agreement (i) by NOVA pursuant to Section 2
hereof, (ii) by Employee pursuant to Section 10 hereof, or (iii)
pursuant to Section 9 hereof, Employee shall have no affirmative duty
to mitigate the damages payable to Employee by NOVA and further that
no amounts actually earned or accrued by Employee for employment or
similar services during the period of time subsequent to such
termination will be offset against any amounts to which Employee is
otherwise entitled hereunder.

13.	Entire Agreement; Modification; Etc.

	This Agreement sets forth the entire understanding between
Employee and NOVA, and there are no terms, conditions,
representations, warranties or covenants other than those contained
herein and all prior personal service or employment agreements
(whether written, oral or implied) between Employee (or any company
through which Employee provide Employee's services) and NOVA or any
affiliate or predecessor of NOVA are terminated as of the
commencement of the term of this Agreement and Employee hereby waives
all rights under any such prior personal service or employment
agreements which accrue after the date of the execution hereof.
No term or provision of this Agreement may be amended, waived,
released, discharged or modified in any respect except in writing,
signed by each of the parties hereto or by the party to be bound
thereby.  No waiver of any breach or default shall constitute a
waiver of any other breach or default, whether of the same or any
other provision.  A delay or failure to assert rights or a breach of
this Agreement shall not be deemed to be a waiver of such right
either with respect to that breach or any subsequent breach.

14.	Assignment.

	This Agreement may not be assigned by either party.

15.	Colorado Law.

	This Agreement will be governed by and construed in accordance
with the internal laws of the State of Colorado applicable to
contracts to be executed and performed wholly in that state.


NOVA NATURAL RESOURCES CORPORATION


By:  ____________________________	Dated:
       President


READ, ACCEPTED AND AGREED TO:


________________________________	Dated:
Chris Tse



EXHIBIT 4.5

               ATTORNEY RETAINER  AGREEMENT  PRIVATE


	NOVA NATURAL RESOURCES CORPORATION, A Colorado Corporation,
(hereinafter referred to as "Client") retains and agree to pay the
undersigned, (hereinafter referred to as "Attorney") and Attorney
agrees to represent the Client in the following legal matter on the
terms and conditions following:

Description Of Matter(s):  General legal services as assigned from
time to time.

1.   RETAINER AND FEES.  Client will pay Attorney for services
rendered legal fees either on a  per hour basis, as set forth herein,
or by payment of a regular retainer as set forth herein, plus all
costs, expenses, including paralegal services.  Hourly time will be
charged to the nearest 1/10 of an hour. Hourly records will be sent
to Client on a regular basis and Client agrees to review said records
and raise any issues with Attorney within sixty (60) days of
receiving any statement or invoices.  In the alternative, Client may
pay Attorney a retainer amount for general legal services which
retainer amount will be adjusted annually, based upon the work
performed by Attorney during the prior year.  Client may pay the
Attorney by delivering securities of a value equal to the amount due,
at Client's option.

2.   EXCLUDED LEGAL SERVICE.  Unless specifically included by being
typed in or written in as part of the above description of this legal
matter, the fee does not include and an additional charge will be
made for all legal services performed in handling any other legal
matter for Client. Attorney reserves the right to refuse to provide
services and may retain outside legal counsel to assist on certain
matters with the consent of Client.

3.   COSTS AND EXPENSES.  The costs and expenses which are incurred
in furtherance of Client's legal matter are in addition to and are
not part of the attorneys' fee.  Attorney will incur no extraordinary
expense nor any expense in excess of $500.00 without prior approval
of Client. Client will reimburse the actual amount of all such
ordinary and reasonable costs and expenses.  Said costs and expenses
shall include but not be limited to disbursements, copy costs, long
distance charges, fax charges, mail and fed-ex charges, travel
expenses and other costs and expenses incurred on behalf of Client by
the Attorney, his staff, or persons employed by him for Client's case.
Client may object to the reasonableness of any such expenses or costs
within sixty (60) days of receiving a statement for payment thereof.
It is understood that Attorney is merely being reimbursed for said
costs and expenses and is not selling such to Client.

4.   PAYMENT.  All sums due to the Attorney shall be paid by the
Client upon presentation of statements therefor unless other
arrangements for payment satisfactory to the Attorney are made in
writing.   All sums due are payable within 10 days of Client's
receipt of a statement.   A late charge will be imposed on any
portion of the previous month's balance which is not timely paid of
1% per month or an annual percentage rate of 12%.

5.    DISPUTE RESOLUTION.  Client and Attorney agree that in the
event a dispute arises out of this agreement or any matter related to
the relationship between them as Attorney and Client, that said
matter or matters will be resolved first by mediation and then if
unsuccessful, by arbitration pursuant to the rules of mediation and
arbitration of the American Arbitration Association.  In the
alternative, Client may elect to settle fee disputes by using
alternatives offered by  the State Bar Association.

6.   WITHDRAWAL.  In the event that Client fails to pay any sums
to Attorney  when due, Client hereby grants the Attorney authority to
withdraw as counsel for Client.

7.    DISCLAIMER OF WARRANTY AND MERGER OF AGREEMENT.  Attorney has
made no warranties as to the successful result or conclusion of
Client's legal matter, and all expressions made by Attorney relative
thereto are matters of Attorney's opinion only.  This agreement
constitutes the entire agreement of the parties and supersedes all
prior written and oral agreements or representations regarding its
subject matter.

DATED this 10th  day July, 2001.


Mark D. Stubbs, Attorney at Law    NOVA NATURAL RESOURCES CORPORATION

		/S/						/S/
------------------------------     ---------------------------
						By:
                                   ---------------------------



EXHIBIT 4.6
               NOVA NATURAL RESOURCES CORPORATION
              2001 NON-QUALIFIED STOCK OPTION PLAN

         This 2001  Non-Qualified  Stock  Option Plan correctly sets
forth the provisions of the 2001 Non-Qualified Stock Option Plan.

                           ARTICLE I
                    ESTABLISHMENT AND PURPOSE

          I.1  Establishment.  Nova Natural Resources Corporation, a
Colorado corporation ("Company"), hereby establishes a Non-Qualified
stock option plan for employees, members of the board of directors,
independent contractors, consultants and advisors,  providing
material services other than those independent contractors and
consultants involved in capital-raising activities  including
fundraising and  public  relations,  to the  Company  and its present
and future  subsidiaries which shall be known as the "2001
NON-QUALIFIED STOCK  OPTION  PLAN"  (the  "Plan").  None of the
options  issued to  employees pursuant to the Plan may constitute
incentive  stock options within the meaning of Section 422 of the
Internal Revenue Code. Options issued pursuant to the Plan shall
constitute non-qualified options.

          I.2  Purpose.  The  purpose  of  this  Plan is to  enhance
shareholder investment by attracting,  retaining, and motivating key
employees,  independent contractors, consultants and advisors of the
Company,  and to encourage stock ownership by such persons by
providing them with a means to acquire a proprietary interest in the
Company's success.

                           ARTICLE II
                           DEFINITIONS

          II.1 Definitions.  Whenever used herein, the following
terms shall have the respective meanings set forth below, unless the
context clearly requires otherwise, and when said meaning is intended,
the term shall be capitalized.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Code" means the Internal Revenue Code, as amended.

          (c)  "Committee" shall mean the Committee provided by
Article IV hereof, which may be created at the discretion of the
Board.

          (d)  "Company" means Nova Natural Resources Corporation, a
Colorado corporation.

          (e)  "Consultant" means any  person  or  entity, including
a Parent Corporation or a Subsidiary  Corporation,  who provides
services (other than as an Employee) to the Company, a Parent
Corporation or  a  Subsidiary  Corporation,  and  shall  include
independent contractors, Non-Employee Officers and Non-Employee
Directors, as defined subsequently.

          (f)  "Date of Exercise" means the date the Company
receives notice, by an  Optionee, of the  exercise of an Option
pursuant to Section VIII.1 of this Plan.  Such notice shall indicate
the number of shares of Stock the Optionee intends to exercise.

          (g)  "Employee" means any person, including an officer or
director of the Company or a Subsidiary  Corporation,  who is
employed by the Company or a Subsidiary Corporation or a director of
the Company or a  Subsidiary Corporation.

          (h)  "Fair  Market  Value"  means the fair market value of
Stock upon which an option is granted under this Plan, determined as
follows:

          (i)  So long as the Stock is  listed  or  traded  on the
OTC  Bulletin Board, the NASDAQ Stock Market or a national securities
exchange, the Fair Market  Value shall be the average of the last
reported sale  prices of the Stock for the 20  trading  days  prior
to the date of grant of this option, provided that if no sale is made
on any such trading day, the last  reported  sale price shall be the
average of the closing bid and asked prices for such day; or
Otherwise, Fair Market Value shall be an amount, not less than book
value, determined by the Board, such determination to be final and
binding on the Holder.

          (j)  "Non-Employee Director" means a member of the Board
who is not an employee of the Company at the time an Option is
granted hereunder.

          (k)  Non-Employee  Officer" means an officer of the Company
who is not an employee of the Company at the time an Option is
granted hereunder.

          (l)  "Non-qualified  Option"  means an Option  granted
under this Plan which is not  intended to qualify as an  incentive
stock  option within  the  meaning of  Section  422 of the Code.
Non-qualified Options may be granted at such times and subject to
such restrictions as the Board shall determine without conforming to
the statutory rules of Section 422 of the Code applicable to
incentive stock options.

          (m)  "Option"  means the right,  granted  under this Plan,
to purchase Stock of the Company at the option  price for a specified
period of  time.  For  purposes  of  this  Plan,  an  Option  may  be
a Non-qualified Option.

          (n)  "Optionee" means an  Employee or Consultant holding an
 Option under the Plan.

          (o)  "Parent  Corporation" shall have the meaning set forth
in Section 424(e) of the Code with the Company being treated as the
employer corporation for purposes of this definition.

          (p)  "Subsidiary  Corporation" shall have the meaning set
forth in Section  424(f) of the Code with the Company being treated
as the employer corporation for purposes of this definition.

          (q)  "Significant  Shareholder"  means an individual
who, within the meaning of Section  422(b)(6) of the Code, owns stock
possessing more than ten percent of the total combined voting power
of all classes of stock of the Company or of any Parent Corporation
or Subsidiary Corporation of the Company. In determining whether an
individual is a Significant Shareholder, an individual shall be
treated as owning stock owned by certain relatives of the individual
and certain stock owned by  corporations  in which the individual is
a shareholder, partnerships in which the individual is a partner,
and estates or trusts of which the individual is a beneficiary, all
as provided in Section 424(d) of the Code.

          (r)  "Stock"  means the $.10 par value common stock of the
Company.

         II.2 Gender and Number. Except when otherwise indicated by
the context, any masculine terminology when used in this Plan also
shall include the feminine gender, and the definition of any term
herein in the singular also shall include the plural.


                            ARTICLE III
                   ELIGIBILITY AND PARTICIPATION

          III.1  Eligibility  and  Participation.  All  Employees are
eligible to participate in this Plan and receive Non-qualified Options
under the Plan. All Consultants are eligible to participate in this
Plan and receive  Non-qualified Options hereunder.  Optionees in the
Plan shall be selected by the  Board, in its sole discretion, from
among those Employees and Consultants who, in the opinion of the
Board, are in a position to contribute materially to the Company's
continued growth and development and to its long-term financial
success.

                             ARTICLE IV
                           ADMINISTRATION

          IV.1 Administration.  The Board shall be responsible for
administering the Plan.

          a)  The Board is authorized to interpret the Plan;  to
prescribe, amend, and rescind rules and regulations relating to the
Plan; to provide for conditions and assurances deemed necessary
advisable to protect the interests of the Company; and to make all
other determinations necessary or advisable for the administration
of the Plan.  Determinations, interpretations, or other  actions made
or taken by the Board, pursuant to the provisions of this Plan, shall
be final and binding and conclusive for all purposes and upon all
persons.

          (b)  At  the  discretion  of  the  Board, this Plan may be
administered by a Committee  which shall be an executive committee of
the Board, consisting of not less than two members of the Board.  The
members of such  Committee may be directors who are eligible to r
receive Options under this Plan, but Options may be granted to such
persons only by action of the full Board and not by action of the
Committee. At such time as the  Company  has any class of  equity
security  which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, the Committee shall consist solely
of two or more  Non-Employee Directors  as that term is defined in
Rule 16b-3 under that Act.  Such Committee shall have full power and
authority, subject to the limitations of the Plan and any limitations
imposed by the Board,  to construe, interpret and administer this
Plan and to make determinations which  shall  be  final, conclusive
and  binding upon all persons, including, without limitation, the
Company, the shareholders, the directors and any persons having any
interests in any Options which may be granted under this Plan, and,
by resolution or resolution  providing for the creation and issuance
of any such Option, to fix the terms upon which,  the time or times
at or within which, the price or prices at which  any such  shares
may be purchased from the Company upon the exercise of such Option.
Such terms, time or times and price or prices shall, in every case,
be set forth or incorporated by reference in the instrument or
instruments evidencing such Option, and shall be consistent with the
provisions of this Plan.

         (c) If the  Committee has been  appointed,  the Board may
from time to time remove members from, or add members to, the
Committee. The Board may terminate the Committee at any time.
Vacancies on the Committee, howsoever caused, shall be filled by the
Board.  The Committee shall select one of its members as Chairman,
and shall hold meetings at such times and places as the Chairman may
determine.  A majority of the Committee at which a quorum is present,
or acts reduced to or approved in writing by all of the members of
the Committee, shall be the valid  acts of the Committee.  A quorum
shall consist of two-thirds (2/3) of the members of the Committee.

           (d)  Where the Committee has been created by the Board,
references in this Plan to actions to be taken by the Board  shall be
deemed to refer to the Committee as well, except where limited by
this Plan or by the Board.

           (e) The Board shall have all of the  enumerated powers of
the Committee,  but shall not be limited to such  powers.  No member
of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
Option granted under it.


                          ARTICLE V
                  STOCK SUBJECT TO THE PLAN

          V.1 Number.  The total number of shares of Stock hereby
made available and reserved for issuance under the Plan upon exercise
of Non-Qualified Options shall be 11,653,000.  The aggregate number
of shares of Stock available under this Plan shall be subject to
adjustment as provided in Section V.3. The total number of shares of
Stock may be authorized but unissued shares of Stock, or Shares
acquired by purchase as directed by the Board from time to time in
its discretion, to be used for issuance upon exercise of Options
granted hereunder.

          V.2 Unused Stock. If an Option shall expire or terminate
for any reason without having been exercised in full, the unpurchased
shares of Stock subject thereto shall (unless the Plan shall have
terminated) become available for other Options under the Plan.

          V.3  Adjustment  in  Capitalization.  In the event of any
change in the outstanding shares of  Stock by reason of a stock
dividend or split, recapitalization, reclassification, or other
similar corporate change, the aggregate number of shares of Stock set
forth in Section V.1 shall be appropriately  adjusted by the Board,
whose  determination shall be conclusive; provided however, that
fractional shares shall be rounded to the nearest whole share.  In
any such case,  the number and kind of shares that are subject to any
Option (including any Option outstanding after termination of
employment) and the Option price per share shall be proportionately
and appropriately adjusted without any change in the aggregate Option
price to be paid therefor upon exercise of the Option.

                           ARTICLE VI
                     DURATION OF THE PLAN

          VI.1  Duration of the Plan.  Subject to approval of
shareholders, the Plan shall be in effect for ten years from the date
of its  adoption by the Board. Any Options outstanding at the end of
said period shall remain in effect in accordance with their terms.
The Plan shall terminate before the end of said period if all Stock
subject to it has been purchased pursuant to the exercise of Options
granted under the Plan.

                          ARTICLE VII
                   TERMS OF STOCK OPTIONS

          VII.1 Grant of Options.  Subject to Section V.1, Options
may be granted to Employees or Consultants  at any time and from time
to time as determined by the Board. The Board shall have complete
discretion in determining the terms and conditions  and  number of
Options  granted to each  Optionee.  In making  such determinations,
the Board may take into account the nature of services rendered by
such Employees or Consultants,  their present and potential
contributions to the Company and its Subsidiary Corporations, and
such other factors as the Board in its discretion shall deem relevant.

          (a) The  Board  is  expressly  given  the  authority  to
issue amended or replacement Options with respect to shares of Stock
subject to an Option previously granted hereunder. An amended Option
amends the terms of an  Option  previously  granted  and  thereby
supersedes  the previous  Option.  A  replacement  Option is similar
to a new  Option granted hereunder except that it provides that it
shall be forfeited to the extent that a previously  granted  Option
is  exercised,  or except that its issuance is conditioned  upon the
termination of a previously granted Option.

          VII.2 Option Agreement; Terms and Conditions to Apply
Unless Otherwise Specified. As determined by the Board on the date of
grant, each Option shall be evidenced by an Option agreement  (the
"Option  Agreement") that includes the non-transferability provisions
required by Section  X.2 hereof and  specifies: whether the Option
is a Non-qualified  Option; the Option price; the duration of the
Option; the number of shares of Stock to which the Option applies;
any vesting or exercisability restrictions which the Board may
impose.  All such terms and conditions shall be determined by the
Board at the time of grant of the Option.

          (a) If not otherwise specified by the Board, the following
terms and conditions shall apply to Options granted under the Plan:

               (i)  Term.  The duration of the Option shall be five
years from the date of grant.
              (ii) Exercise of Option. Unless an Option is terminated
as provided hereunder, an Optionee may exercise his Option for up to,
but not in excess of, the amounts of shares subject to the Option
specified hereafter, The Optionee may exercise his Options in whole
or in part, and at any time and from time to time within its term but
it shall not be  exercisable after the expiration of five (5) years
from the date on which it was granted.

          (b) The Board  shall be free to specify  terms and
conditions other than those set forth above, in its discretion
provided Options already issued are not changed.

          VII.3 Option  Price.  The Option Price shall be determined
by the Board of  Directors, except that Option Price for consultants
and/or independent contractors may not be ess than Fair Market Value
on the date of grant.  The Option  exercise price shall be subject to
adjustment as provided in Section V.3 above.

          VII.4 Term of  Options.  Each Option  shall  expire at such
time as then Board shall determine when it is  granted, provided
however that under no circumstances shall a Non-qualified Option be
exercisable later than the tenth anniversary date of its grant.

          VII.5  Exercise of Options.  Options granted under the Plan
shall be exercisable at such times and be subject to such restrictions
and conditions as the Board  shall in each instance approve, which
need not be the same for all Optionees.

          VII.6  Payment.  Payment  for all shares of Stock  shall be
made at the time that an Option, or any part thereof,  is exercised,
and no shares shall be issued until full payment  therefor has been
made.  Payment shall be made (i) in cash, or (ii) if acceptable to
the Board, in Stock or in some other form.


                           ARTICLE VIII
                 WRITTEN NOTICE, ISSUANCE OF STOCK
                CERTIFICATES, SHAREHOLDER PRIVILEGES

          VIII.1 Written Notice.  An Optionee wishing to exercise an
Option shall give written notice to the Company, in the form and
manner prescribed by the Board.  Full payment for the shares exercised
pursuant to the Option must accompany the written notice.

          VIII.2 Issuance of Stock Certificates. As soon as
practicable after the receipt of written notice and payment, the
Company shall deliver to the Optionee or to a permitted  nominee of
the Optionee a certificate or certificates for the requisite number
of shares of Stock.

          VIII.3  Privileges  of a  Shareholder.  An Optionee or any
other person entitled to exercise an Option under this Plan shall not
have stockholder privileges with respect to any Stock covered by the
Option until the date of issuance of a stock certificate for such
stock.

                          ARTICLE IX
            TERMINATION OF EMPLOYMENT OR SERVICES

          IX.1 Death. If an Optionee's employment in the case of an
Employee, or provision of services as a consultant in the case of a
Consultant, terminates by reason of death, the Option may thereafter
be exercised at any time prior to the expiration date of the Option
or within 12 months after the date of such death, whichever period is
the shorter, by the person or persons entitled to do so under the
Optionee's will or, if the Optionee shall fail to make a testamentary
disposition of an Option or shall die intestate, the Optionee's legal
representative or representatives.  The Option shall be exercisable
only to the extent that such Option was exercisable as of the date of
death.

          IX.2 Termination  other than for Cause or Due to Death. In
the event of an  Optionee's termination of employment in the case of
an Employee, or termination of the provision of services as a
Consultant in the case of a Consultant,  other than by reason of
death, the Optionee may exercise such portion of his Option as was
exercisable by him at the date of such termination (the "Termination
Date") at any time within three months of the Termination Date;
provided, however, that where the Optionee is an Employee, and is
terminated due to disability within the meaning of Code ss. 422, he
may exercise such portion of his Option as was exercisable by him on
his Termination Date within one year of his Termination Date.  In any
event, the Option cannot be exercised after the expiration of the
term of the Option.  Options not exercised within the applicable
period specified above shall terminate.

          (a) In the case of an Employee, a change of duties or
position within the Company or an  assignment of employment in a
Subsidiary Corporation or Parent Corporation of the Company, if any,
or from such a Corporation to the Company,  shall not be considered
a termination of employment for purposes of this Plan.

         (b) The Option Agreements may contain such provisions as the
Board shall approve with reference to the effect of approved
of absence upon termination of employment.

          IX.3  Termination for Cause. In the event of an Optionee's
termination of employment in the case of an Employee,  or termination
of the provision of services as a Consultant in the case of a
Consultant, which termination is by the Company or a Subsidiary
Corporation for cause, any Option or Options held by him under the
Plan, to the extent not exercised before such termination, shall
terminate upon notice of termination for cause.

                         ARTICLE X
                    RIGHTS OF OPTIONEES

         X.1 Service.  Nothing in this Plan shall interfere with or
limit in any way the right of the Company or a Subsidiary Corporation
to terminate any Employee's employment, or any Consultant's services,
at any time, nor confer upon any Employee any right to continue in
the employ of the Company or a Subsidiary Corporation, or upon any
Consultant any right to continue to provide services to the Company
or a Subsidiary Corporation.

          X.2  Non-transferability.  All Options granted under this
Plan shall be nontransferable by the Optionee,  other than by will or
the laws of descent and distribution,  and shall be exercisable
during the Optionee's lifetime only by the Optionee.

                        ARTICLE XI
               OPTIONEE-EMPLOYEE'S TRANSFER
                   OR LEAVE OF ABSENCE

          XI.1 Optionee-Employee's  Transfer  or Leave of  Absence.
For purposes of this Plan:

          (a) A transfer of an Optionee who is an Employee from the
Company to a Subsidiary Corporation or Parent Corporation,  or from
one such Corporation to another, or

          (b) A leave of absence for such an Optionee which is duly
authorized in writing by the Company or a Subsidiary Corporation
shall not be deemed a termination of employment.  However, under no
circumstances may an Optionee exercise an Option during any leave of
absence, unless  authorized by the Board.

                          ARTICLE XII
                  AMENDMENT, MODIFICATION, AND
                    TERMINATION OF THE PLAN

          XII.1 Amendment, Modification, and Termination of the Plan.

          (a) The  Board  may at any time terminate, and from time
to time may amend or modify the Plan,  provided, however, that no
such  action of the Board, without approval of the shareholders, may:

                (i)  increase  the total  amount of Stock which may
be  purchased through Options granted under the Plan,  except as
provided in Article V;

               (ii) change the class of Employees or Consultants
 eligible to receive Options;

               (b) No amendment, modification, or termination of the
Plan shall in any manner adversely affect any outstanding Option
under the Plan without the consent of the Optionee holding the Option.

                          ARTICLE XIII
                ACQUISITION, MERGER OR LIQUIDATION

          XIII.1   Acquisition.

          (a) In the event that an Acquisition occurs with
respect to the Company, the Company shall have the option, but not
the obligation, to cancel Options  outstanding as of the effective
date of Acquisition, whether or not such Options are then exercisable,
in return for payment to the  Optionees  of an amount  equal to a
reasonable  estimate of an amount  (hereinafter the "Spread") equal
to the difference  between the net amount per share payable in the
Acquisition or as a result of the Acquisition,  less the exercise
price of the Option.  In estimating the Spread, appropriate
adjustments to give effect to the existence of the Options shall be
made, such as deeming the Options to have been excised,  with the
Company receiving the exercise price payable thereunder, and treating
the shares receivable upon exercise of the Options as being
outstanding in determining the net amount per share.

          (b) For purposes of this section,  an "Acquisition" shall
mean any transaction in which substantially all of the Company's
assets are acquired or in which a controlling amount of the Company's
outstanding shares are  acquired, in each case by a single person or
entity or an affiliated group of persons and entities. For purposes
of this section, a controlling amount shall mean more than 50% of the
issued and outstanding shares of stock of the Company. The Company
shall have such an option regardless of how the Acquisition is
effectuated, whether by direct purchase, through a merger or similar
corporate transaction, or otherwise.  In cases where the acquisition
consists of the acquisition of assets of the Company,  the net amount
per share shall be calculated on the basis of the net amount
receivable with respect to shares upon a distribution and liquidation
by the Company after giving effect to expenses and charges, including
but not limited to taxes, payable by the Company before the
liquidation can be completed.

          (c) Where the Company does not exercise its option under
this Section  XIII.1 the remaining provisions of this Article XIII
shall apply, to the extent applicable.

          XIII.2  Merger or  Consolidation.  Subject to any required
action by the shareholders, if the Company shall be the surviving
corporation in any merger or consolidation, any Option granted
hereunder shall pertain to and apply to the securities  to which a
holder of the  number of shares of Stock  subject  to the Option
would have been entitled in such merger or consolidation.

         XIII.3  Other Transactions.  A dissolution or a liquidation
of the Company or a merger and  consolidation in which the Company is
not the surviving corporation shall cause every Option  outstanding
hereunder to terminate as of the effective date of such dissolution,
liquidation, merger or consolidation. However, the Optionee either
(i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the
Optionee an option (the "Substitute Option") to purchase its shares
on terms and conditions both as to number of shares and otherwise,
which will substantially preserve to the Optionee the rights and
benefits of the Option outstanding hereunder granted by the Company,
or (ii) shall have the right immediately prior to such dissolution,
liquidation, merger, or consolidation to exercise any unexercised
Options whether or not then exercisable, subject to the provisions of
this  Plan.  The Board shall have absolute and uncontrolled
discretion to determine  whether the Optionee has been offered a firm
commitment and whether the tendered Substitute Option will
substantially reserve to the Optionee the rights and  benefits of the
Option  outstanding  hereunder.  In any event, any Substitute Option
for an Incentive Stock Option shall comply with the requirements of
Code Section 424(a).

                           ARTICLE XIV
                   SECURITIES REGISTRATION

           XIV.1 Securities Registration. In the event that the
Company shall deem it necessary or desirable to register under the
Securities Act of 1933, as amended, or any other applicable statute,
any Options or any Stock with respect to which an Option may be or
shall have been granted or exercised, or to qualify any such Options
or Stock under the Securities  Act of 1933, as amended, or any other
statute,  then the Optionee shall cooperate with the Company and take
such action as is necessary to permit  registration or  qualification
of such Options or Stock.

          XIV.2  Representations.  Unless the Company has determined
that the following representation is unnecessary, each person
exercising an Option under the Plan may be required by the Company,
as a condition to the issuance of the shares pursuant to exercise of
the Option, to make a representation in writing (i) that he is
acquiring such shares for his own account for investment and not with
a view to, or for sale in connection  with, the  distribution of any
part thereof, (ii) that before any transfer in connection with the
resale of such shares, he will obtain the written opinion of counsel
for the Company, or other counsel acceptable to the Company,  that
such shares may be  transferred.  The Company may also require that
the certificates representing such shares contain legends reflecting
the foregoing.

                            ARTICLE XV
                         TAX WITHHOLDING

          XV.1 Tax  Withholding.  Whenever shares of Stock are to be
issued in satisfaction of Options exercised under this Plan, the
Company shall have the power to require the recipient of the Stock to
remit to the Company an amount sufficient to satisfy federal, state,
and local withholding tax requirements.

                           ARTICLE XVI
                        INDEMNIFICATION

          XVI.1 Indemnification.  To the extent permitted by law,
each person who is or shall have been a member of the Board shall be
indemnified  and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any
claim, action, suit, or proceeding to which he may be a party or in
which he may be involved  by reason of any action  taken or failure
to act under the Plan and against and from any and all amounts paid
by him in settlement thereof, with the Company's approval, or paid by
him in satisfaction of judgment in any such action, suit, or
proceeding  against him,  provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf.  The
foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled
under the Company's articles of incorporation or bylaws,  as a matter
of law, or otherwise, or any power that the Company or any Subsidiary
Corporation may have to indemnify them or hold them harmless.


                          ARTICLE XVII
                      REQUIREMENTS OF LAW

          XVII.1 Requirements of Law. The granting of Options and the
issuance of shares of Stock  upon the exercise of an Option shall be
subject to all applicable laws, rules, and  regulations,  and to such
approvals by any governmental agencies or national securities
exchanges as may be required.

          XVII.2 Governing Law. The Plan, and all agreements
hereunder,  shall be construed in accordance with and governed by
the laws of the State of  Colorado.

                          ARTICLE XVIII
                     EFFECTIVE DATE OF PLAN

          XVIII.1  Effective Date. The Plan shall be effective on
September 1, 2001.

                          ARTICLE XIX
                NO OBLIGATION TO EXERCISE OPTION

          XIX.1 No Obligation to Exercise. The granting of an Option
shall impose no obligation upon the holder thereof to exercise such
Option.

                          ARTICLE XX
                     STOCKHOLDER APPROVAL

          XX.1  Stockholder  Approval.  This Plan shall be submitted
for approval and ratification by a vote of the holders of a majority
of the shares of Common Stock of the Company no later than
December 31, 2001 and shall not affect the validity of any Option
issued under this Plan.

         THIS 2001  NON-QUALIFIED  STOCK OPTION PLAN was adopted by
the Board of Directors of NOVA NATURAL RESOURCES CORPORATION on
August 28, 2001 to be effective on that date.

NOVA NATURAL RESOURCES CORPORATION


-----------------------------------
Edward Chan, President and
Chief Executive Officer



EXHIBIT 4.7

RESALE PROSPECTUS

NOVA NATURAL RESOURCES CORPORATION

TO 11,653,000 SHARES OF COMMON STOCK WHICH THE SELLING SHAREHOLDERS
MAY RESELL UNDER THIS PROSPECTUS

You should read this resale prospectus carefully before you invest.
This prospectus relates to 11,653,000 shares of common stock $.10 par
value per share (the  "Common Stock") of Nova Natural Resources
Corporation (the  "Company").  The stockholders of the Company listed
in the "Selling Stockholders" section of this resale prospectus may
offer and resell shares of Common Stock under this resale prospectus
for their own accounts.  Nova Natural Resources Corporation will not
receive any proceeds from the resale of these shares by the selling
stockholders.

These shares were issued or are issuable to the selling stockholders
and others as follows:

(i)  11,653,000 shares issued and issuable under the 2001
Non-Qualified Stock Option Plan (the "Plan")

     The selling stockholders may offer their common stock through
public or private transactions, at prevailing market prices or at
privately  negotiated prices. These future prices are not currently
known.

     Nova Natural Resources Corporation stock is traded on the NASDAQ
OTC Bulletin Board under the symbol  "NVNU".  During the last 30
trading days prior to August 22, 2001, the average reported sale
price for the common stock on the NASDAQ  OTC Bulletin Board was
$.11 per share.

     See Risk Factors beginning on page 2 to read about factors you
should consider before buying shares of common stock.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY
REPRESENTATION  MADE TO THE CONTRARY IS A CRIMINAL OFFENSE.


The date of this prospectus is August 28, 2001.

RISK FACTORS

     You should carefully consider the risks described below before
deciding whether to invest in Nova Natural Resources Corporation.  If
any of the contingencies discussed in the following paragraphs or
other materially adverse events actually materialize, the business,
financial condition and results of operations of Nova Natural
Resources Corporation could be materially and adversely affected.
In such a case, the trading price of Nova Natural Resources
Corporation common stock could decline, and you could lose all or
part of your investment.

     A variety of factors could cause the Company's actual results
and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking
statements.  The risks and uncertainties that may affect the
operations, performance, development and results of the Company's
business include, but are not limited to, the following:

 Limited Sources of Funding

(a)  Present and anticipated sources of funds may be insufficient to
meet the Company's working capital needs.  In prior years, the
Company's manufacturing operations were able to utilize the credit of
a much larger parent company to finance its working capital needs.
Since these operations are no longer associated with that parent
company, the credit facilities of the parent are no longer available,
and it is more difficult and not always possible for the Company's
manufacturing operations to secure adequate financing to support the
level of sales the Company is capable of attaining. In addition, the
Company presently has no liquid funds in North America, and since
such funds are necessary to cover its administrative expenses and
other costs of maintaining its corporate office and fulfilling its
obligations as a public company, the Company will have to either
borrow such funds, transfer funds from its manufacturing operations,
or raise new capital to cover such costs.  Its ability to raise funds
for such purposes is not known at this time.

Product Sales Subject to Market Fluctuations and Changing Technology

(b)  The Company may not be able to attain the level of sales of its
products it has been able to achieve in the past.  Sales of
electronic products which are manufactured by the Company --
Television sets, DVD equipment, Computers and Computer Monitors --
all are subject to fluctuations in both demand and in price dependent
on the strength of the economies into which these products are sold.
Forecasting the strength of these markets and the Company's ability
to maintain or increase market share is difficult at best.
Electronic technology changes rapidly, and the manufacture and sale
of these products is very competitive.  The Company competes with
many companies, most of which are considerably larger.  The Company
also manufactures products on an OEM basis for several large
electronics manufacturers, and the level of such sales is dependent
on the ability of those companies to market their brand-name products,
an ability over which the Company has no control.

Impact of China's Acceptance into the World Trade Organization

(c) If China is accepted into the World Trade Organization ("WTO"),
the Company will be positioned to expand its market area, which is
currently limited to Southeast Asia and the Middle East.  At the
present time, it cannot be determined whether China will be accepted
into the WTO, when this will occur, or what effect it will actually
have on the Company's business and operations.

Impact of Changes in Chinese Government

(d)  At present, the Chinese Government is supportive of numerous
measures which have been undertaken or are planned which are
favorable to the growth of manufacturing operations within the PRC,
particularly if such operations export a significant portion of their
production.  A change in leadership is expected to take place within
the Chinese Government over the next several years.  There can be no
guarantee that the Government will continue its supportive policies,
nor can it can determined what effect, if any, changes in Government
policy will have on the Company's operations in the future.

Fluctuations in Common Stock Price

(e) The Company's common stock is subject to wide fluctuations in
price due to, but not limited to the following factors:

   (i)  the amount of stock in public hands is small relative to the
capitalization of the Company, and trading volume has generally been
light, which tends to result in  significant price changes dependent
on whether there is an abundance of either buyers or sellers;

   (ii)  variations in our quarterly or annual financial results, or
those of our competitors.  The Company's electronics manufacturing
operations tend to be cyclical from quarter to quarter within a given
fiscal year.

   (iii)  the market's perception of companies involved in high-tech
activities varies considerably, and is greatly influenced by results
and projected results of other high-tech companies, even though there
may be little relation between the business activities of those
companies and those of our company;

   (iv)  an economic downturn is presently underway in the United
States, and in other countries.  Prices of and the demand for common
stock usually reflect economic conditions;

   (v)  the comments of financial analysts about the Company's
prospects, both positive and negative, can greatly influence
purchases and sales of our common stock;

   (vi)  publicity -- both favorable and unfavorable;

Length of Time in Business

(f)  The Company has not been in business for a long period of time,
and may encounter risks and difficulties unknown to it at this time
which could have an unfavorable effect on the Company's ability to
operate profitably.

Limited Window of Opportunity

(g)  The Company believes there is currently a window of opportunity
to acquire other profitable high growth companies based in the PRC
which wish to attain multi-national status and achieve a listing of
their shares in the United States.  Accordingly, we are discussing
with various such companies the possibility of exchanging shares of
Nova for the assets and/or shares of these companies.  These
discussions have not yet resulted in the signing of a Letter of
Intent with any such company, and it cannot be determined when, or
if, a Letter of Intent might be signed, or if signed, whether the
transaction contemplated will be successfully completed.  It is
Management's intent to pursue such opportunities if, in our judgment,
such transactions would be in the best interests of the shareholders.
However, there can be no guarantee that such transactions, if
successful, will be beneficial to the Company.  Future revenues and
profits will depend heavily on management's ability to acquire
businesses, and to retain or attract management to operate these
businesses profitably.  The Company may, from time to time acquire
a minority interest in such companies by exchanging shares of the
Company's common or preferred stock for shares of common or preferred
stock of such companies.  In that event, the Company may have little
or no control over the operations of the company with which it has
exchanged shares.  In addition, since such companies are likely
to be privately-held, the Company may be unable to sell the shares
so acquired at all, or at a price which will either recover the
Company's investment cost or provide a return on investment.


A NOTE ABOUT FORWARD-LOOKING STATEMENTS

     This prospectus contains both historical and forwardlooking
statements. All statements other than statements of historical fact
are, or may be deemed to be, forwardlooking  statements  within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.  The forwardlooking
statements in this prospectus are not based on historical facts, but
rather reflect the current expectations of the management of Nova
Natural Resources Corporation concerning future results and events.

     The  forward-looking  statements  generally can be identified by
the use of terms such as "believe," "expect," "anticipate," "intend,"
"plan," "foresee," "likely," "will" or other similar words or phrases.
Similarly, statements that describe the objectives,  plans or goals
of Nova Natural Resources Corporation are or may be forwardlooking
statements.

     Forward-looking  statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of Nova Natural Resources Corporation
to be different from any future results, performance and achievements
expressed or implied by these statements.  You should review
carefully all information, including the financial statements and the
notes to the financial statements included in this prospectus.  In
addition to the factors discussed above under "Risk  Factors," the
following important factors could affect future  results, causing the
results to differ materially from those expressed in the
Forwardlooking statements in this prospectus:

       -    the  timing, impact and other uncertainties related to
pending and future acquisitions by Nova Natural Resources Corporation

      -    the timing or ability to raise capital

      -    the ability to attract and retain qualified management

      -    interest rate fluctuations and other capital market
conditions.

     These factors are not necessarily all of the important factors
that could cause actual results to differ  materially from those
expressed in the forwardlooking statements in this prospectus.  Other
unknown or unpredictable factors also could have material adverse
effects on the future results of Nova Natural Resources Corporation.
The forwardlooking statements in this prospectus are made only as of
the date of this prospectus and Nova Natural Resources Corporation
does not have any obligation to publicly update any forwardlooking
statements to reflect subsequent  events or circumstances.  Nova
Natural Resources Corporation cannot assure you that projected
results will be achieved.

USE OF PROCEEDS

     Because this prospectus is solely for the  purpose of permitting
the participants in the 2001 Non-Qualified Stock Option Plan
("Participants") employees of Nova being paid with share certificates
to offer and sell shares, Nova Natural Resources Corporation will not
receive any proceeds from the sale of the shares being offered.  The
selling stockholders will receive all the  proceeds.  However, Nova
Natural Resources Corporation, will  receive the proceeds from any
exercise of stock options which will be used for general corporate
purposes.

DETERMINATION OF OFFERING PRICE

     This offering is solely for the purpose of allowing Participants
to sell shares. The Participants may elect to sell some or all of
their shares when they choose, in the near future or at a later date,
at the price at which they choose to sell. As the market develops,
the Participants will determine the price for their shares.

DILUTION

     This offering is for sales of shares by  Participants.  Such
sales will not result in any dilution to the net tangible book value
per share of the common stock of Nova Natural Resources Corporation
before and after the sales.

PARTICIPANTS

     The Participants acquired beneficial ownership of all the shares
offered for resale pursuant to this prospectus in compensatory
transactions.  These transactions include stock bonuses for employees
and stock options issued or issuable under the 2001 Non-Qualified
Stock Option Plan. A shareholder is deemed to beneficially own
shares held in his or her name and certain shares he or she does not
own but has the right to acquire upon option exercise or otherwise
within 60 days after the date of this prospectus.

     After the sales are complete, the selling stockholders under
this prospectus, beneficially owning 1% or more of the outstanding
common stock will be Brian B. Spillane 1.7% and Edward T.S. Chan 3.0%
based on 233,059,751 shares issued and outstanding on August 28,
2001.

PLAN OF DISTRIBUTION

     Nova Natural Resources Corporation is registering this offering
of shares on behalf of the Participants.   Nova Natural Resources
Corporation will pay all costs, expenses and fees related to the
registration, including all registration and filing fees, printing
expenses, fees and disbursements of its counsel, blue sky fees and
expenses.  The  Participants will pay any underwriting  discounts
and selling commissions in connection with the sale of the shares.

     The Participants may sell the shares covered by this prospectus
from time to time in one or more transactions through the OTC
Bulletin Board or an interdealer quotation system, on one or more
securities exchanges, in alternative trading markets or otherwise,
at prices and at terms then prevailing or at  prices  related  to the
then current market price, or in negotiated transactions. The
Participant will determine the prices at which  they sell their
shares in these transactions.  The Participant may effect the
transactions By selling the shares to or through broker-dealers.
In effecting sales, broker-dealers engaged by the Participants may
arrange for other brokerdealers to participate in the resales.  The
shares may be sold by one or more, or a combination, of the following:

     -    a block trade in which the brokerdealer attempts to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction,

     -   purchases by a brokerdealer as principal and resale by the
brokerdealer for its account,

     -    ordinary  brokerage  transactions and transactions in which
the broker solicits purchasers,
and
     -    privately negotiated transactions.

     The amount of securities to be offered or resold by means of
this prospectus  by each Participant, and any other person with whom
he or she is acting in concert for the purpose of selling  securities
of Nova Natural Resources Corporation, is limited by SEC Rule 144(e)
(1) and (2). The number of shares resold may not exceed, during any
three-month period, the greater of:

     -    1% of the shares of the class outstanding as shown by the
most recent report published by the issuer, or

     -    the average weekly reported volume of trading in such
securities during the four calendar weeks preceding the date of
receipt of the order to execute the transaction by the broker or the
date of execution of the transaction directly with a market maker.
For the purpose of determining the amount of securities sold during
any three-month period, the following provisions shall apply:

         (i) Where both convertible securities and securities of the
class into which they are convertible are sold, the amount of
convertible securities sold shall be deemed to be the amount of
securities of the class into which they are convertible for the
purpose of determining the aggregate amount of securities of both
classes sold;

         (ii) The amount of securities sold for the account of a
pledgee thereof, or for the account of a purchaser of the pledged
securities, during any period of three months within one year after
a default in the obligation secured by the pledge, and the amount of
securities sold during the same three-month period for the account
of the pledgor shall not exceed, in the aggregate, the amount
specified in paragraph SEC Rule 144(e)(1) or (2), whichever is
applicable;

         (iii) The amount of securities sold for the account of a
donee thereof during any period of three months within one year after
the donation, and the amount of securities sold during the same
three-month period for the account of the donor, shall not exceed,
in the aggregate, the amount specified in paragraph SEC Rule 144(e)(1)
or (2), whichever is applicable;

         (iv) Where  securities were acquired by a trust from the
settlor of the trust, the amount of such securities sold for the
account of the trust during any period of three months within one
year after the acquisition of the securities by the trust, and the
amount of securities sold during the same three-month period for the
account of the settlor, shall not exceed, in the aggregate, the
amount specified in paragraph SEC Rule 144(e)(1) or (2), whichever is
applicable.

         (v) The amount of  securities  sold for the  account of the
estate of a deceased  person,  or for the  account of a  beneficiary
of such  estate, during any period of three months and the amount of
securities sold during  the same period for the account of the
deceased  person prior to his death  shall not  exceed,  in the
aggregate,  the amount  specified  in SEC Rule  144(e) (1) or (2),
whichever is applicable;  provided,  that no limitation on amount
shall  apply if the estate or beneficiary thereof is not an affiliate
of the issuer;

         (vi)  When two or more affiliates or other persons agree to
act in concert for the purpose of selling securities of an issuer,
all securities of the same class sold for the account of all such
persons during any period of three months shall be aggregated for
the purpose of determining the limitation on the amount of securities
sold;

         (vii)  The  following  sales  of  securities  need not be
included in determining the amount of securities sold:  securities
sold pursuant to an effective registration statement under the
Securities Act; securities sold pursuant to an exemption provided by
Regulation  A under the Securities Act;  securities sold in a
transaction exempt pursuant to Section 4 of the Securities Act and
not involving any public offering;  and securities sold offshore
pursuant to Regulation S under the Securities Act.

         The Participants may enter into hedging transactions with
broker-dealers. In these transactions, broker-dealers may engage in
short sales of the common stock in the course of hedging the
positions they assume with the Participants.  The Participants also
may sell the common stock short pursuant to this prospectus and
redeliver the shares to close out these short positions. The
Participants  may enter into option or other transactions with
broker-dealers that require the  delivery to the  broker-dealer
of the shares covered by this prospectus.  The broker-dealer may then
resell or otherwise transfer the shares pursuant to this prospectus.
The Participants also may loan or pledge the shares to a
broker-dealer. The broker-dealer may then sell the loaned shares or,
upon a default by the Participant, the broker-dealer may sell the
pledged shares pursuant to this prospectus.

         The Participants may engage in other financing transactions
that may include forward contract transactions or borrowings from
financial institutions in which the shares are pledged as security.
In connection with any of these forward contract transactions, the
Participants would pledge shares to secure their obligations and the
counterparty to these transactions would sell the common stock short
to hedge its transaction with the Participant. Upon a default by the
Participant under any of these financings, including a forward
contract transaction,  the pledgee or its transferee may sell the
pledged shares pursuant to this prospectus.  Any such pledgee or its
transferee will be identified in this prospectus by  post-effective
amendment to the registration statement of which it is a part.

         Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from the Participant.
Broker-dealers or agents may also receive compensation from the
purchasers of the shares for whom they act as agents or to whom they
sell as principals, or both. Compensation to a particular
broker-dealer may be in excess of customary commissions and will be
in amounts to be negotiated with a Participant in connection with the
sale.  Broker-dealers or  agents, any other participating
broker-dealers and the Participants may be deemed to be
"underwriters"  within the meaning of Section 2(11) of the Securities
Act in connection with sales of the shares. Accordingly, any
commission, discount or concession received by them and any profit on
the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions  under the Securities Act.
Because the Participants may be deemed to be "underwriters" within
the meaning of Section 2(11)of the Securities Act, the Participants
will be subject to the prospectus delivery requirements of the
Securities Act.

      The Participants will be subject to applicable provisions of
the Securities Exchange Act of 1934 and the associated rules and
regulations, including  Regulation M. These  provisions may limit
the timing of purchases and sales of  shares of the common stock of
Nova Natural Resources Corporation by the participants.  Nova Natural
Resources Corporation will make copies of this prospectus available
to the  Participants and has informed them of the need for delivery
of copies of this prospectus to purchasers at or before the time of
any sale of the shares.

LEGAL OPINION

         Stubbs Law Offices, Twin Falls, Idaho has passed upon the
legality of the shares offered by this prospectus.

EXPERTS

     The  consolidated  statements of operations, stockholders'
equity and cash flows of Nova Natural Resources Corporation included
in this prospectus for the years ending September 30, 2000 and
September 30, 1999, have been included herein by reference, in
reliance on the report of Hein + Associates LLP, independent certified
public accountants, given on authority of that firm as experts in
accounting and auditing.

         The combined statements of operations, stockholders' equity
and cash flows of Zhuhai Donghao Electronic Development Ltd. as
at December 31, 2000 and 1999 which appears in the Company's Report
on Form 8-K, as amended, for an event which occurred on February 27,
2001, has been included herein by reference, in reliance on the report
of Eddy S.L. Chin, Chartered Accountant, an independent chartered
accountant, given on authority of that firm as experts in accounting
and auditing.

      With respect to the unaudited interim financial information
included herein, neither the independent certified public accountants
nor the chartered accountants, have audited the information and
neither has expressed an opinion or any other form of assurance with
respect to this information.

How To Obtain Additional Information

         Nova Natural Resources Corporation has filed a registration
statement with the Securities and Exchange Commission relating to the
securities offered by this prospectus.  The prospectus does not
contain all of the information set forth in the registration
statement.  For further information with respect Nova Natural
Resources Corporation and the securities offered by this prospectus,
refer to the registration statement. In addition, Nova Natural
Resources Corporation is subject to the informational reporting
requirements of the Exchange Act and in accordance therewith file
reports, proxy statements and other information with the Securities
and Exchange Commission. These reports, proxy and information
statements and other information may be inspected and copied at the
public reference facilities maintained by the SEC.   You may read
and copy the registration statement and any materials Nova Natural
Resources Corporation files with the Securities and Exchange
Commission at the Securities and Exchange Commission's Public
Reference Room at450 Fifth Street, N.W., Washington, DC 20549.
The public may obtain  information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1800SEC0330.  The Securities and Exchange Commission also maintains
an Internet site at www.sec.gov where Nova Natural Resources
Corporation Securities and Exchange Commission filings can be viewed.

EXHIBIT 5.1

                     STUBBS LAW OFFICES
                    212 2ND Avenue West
                     Twin Falls, 83301
                  Telephone 208-734-6677
                  Facsimile 208-733-8373


August 28, 2001

Nova Natural Resources Corporation
4340 Kentucky Avenue, Suite 418
Glendale, Colorado 80246-2060
Fax: 720.524.1364

     Re:  Form S-8 Registration Statement

Gentlemen:

   You have  requested  that we furnish you our legal opinion with
respect to the legality of the following described  securities of
Nova Natural Resources, Inc. Inc. (the "Company") covered by a Form
S-8 Registration  Statement, as amended through the date  hereof
(the  "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering such securities
under the Securities Act of 1933 in connection with 10,000,000
shares of common  stock,  $.10  par  value issuable  pursuant to a
Consulting Agreement dated June 8, 2001;  2,500,000 shares of common
stock, $.10 par value issuable pursuant to Employment Agreements
Dated August 23, 2001, and July 10, 2001; and  11,653,000 shares of
common stock, $.10 par value issuable pursuant to  the 2001
Non-Qualified Stock Option Plan (the "Shares.")

     In connection with this opinion,  we have examined the corporate
records of the Company, including the Company's Articles of
Incorporation,  Bylaws, and the Minutes of its Board of Directors and
Shareholders meetings, the Agreement, the Registration  Statement,
and such other documents and records as we deemed relevant in order
to render this opinion.

     Based on the  foregoing,  it is our opinion  that,  after the
Registration Statement becomes effective and the Shares have been
issued and  delivered as described therein, the Shares will be
validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion with Securities
and Exchange Commission as an exhibit to the Registration Statement
and further consent to statements made therein  regarding our firm
and use of our name under the heading  "Legal  Matters"  in the
Prospectus  constituting  a part of such Registration Statement.

                      /s/ Stubbs Law Offices

 				STUBBS LAW OFFICES


EXHIBIT 23.2

INDEPENDENT AUDITOR'S CONSENT


We consent to the incorporation by reference in the Registration
Statement Form S-8 of Nova Natural Resources Corporation of our
report dated November 20, 2000, accompanying the financial statements
of Nova Natural Resources Corporation, also incorporated by reference
contained in such Registration Statement, and to the use of our name
and the statements with respect to us, as appearing under the heading
"Experts" in the Prospectus.



HEIN+ASSOCIATES LLP

Denver, Colorado
August 29, 2001


EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT


     As an independent chartered accountant, I hereby consent to the
incorporation by reference in the Registration Statement on Form S-8
of my report relating to the financial statements of Nova Natural
Resources Corporation, which report appears in the Company's Report
on Form 8-K, as amended, for an event which occurred on February 27,
2001 and to all references to this firm included in such Registration
Statement.


                              /s/
				EDDY S.L. CHIN
 				CHARTERED ACCOUNTANT

Toronto, Canada
August 28, 2001
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SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                              Form S-8

                     Registration Statement
                              Under
                    The Securities Act of 1933

                NOVA NATURAL RESOURCES CORPORATION
       (Exact name of registrant as specified in its charter)

Commission File Number

	COLORADO			      0-15078        84-1227328
(State or other jurisdiction of     Commission     (IRS Employer
of incorporation or organization)   File Number    Identification No.)

4340 East Kentucky Avenue, Suite 418
Glendale, CO 80246-2060
-------------------------------------------
(Address of Principal Executive Offices)	(Zip Code)

        Stock Issuance Pursuant to Employment Agreements,
Long Range Corporate Planning and Business Development, Legal Services
                  And 2001 Stock Option Plan
        --------------------------------------------------------
                   (Full title of the plan)

		                  	Copy to:

Edward Chan 				Mark D. Stubbs, Esq.
4340 East Kentucky Avenue		212 2nd Avenue West
Suite 418                           Twin Falls, Idaho 83301
Glendale, CO 80246-2060             P.O. Box 1884
(720) 524-1363	       		(208) 734-6677
(Name, address and telephone
  number of agent for service)

	Approximate  date of proposed sales pursuant to the plan:  From
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of           Amount to be      Proposed            Proposed        Amount of
Securities to be   Registered:       Maximum             maximum         Registration Fee
Registered:                          offering price per  aggregate
Common Stock       24,153,000        share:              offering Price: $784.97
Par Value $.10                       $.13                $3,139,890.00
1)  Calculated  in  accordance  with Rule  457(c)  solely  for the
purpose of determining the registration  fee.  The  offering  price
is based on the average bid and asked price as reported on
the OTC Bulletin Board on August 30, 2001.

                               PART I

           INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The documents  containing  the  information specified in Part I
of the Registration  Statement on Form S-8 will be sent or given to
participants in the 2001  Non-Qualified  Stock  Option  Plan (the
"Stock  Plan") as specified  under Rule 428(b)(i) under the
Securities  Act of 1933, as amended (the  "Securities  Act").  In
accordance with Rule 428(a) under the Securities Act and the
requirements of Part I of Form S-8,  such  documents  are not being
filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant  to Rule 424  under  the
Securities Act.  The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)under the
Securities Act. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all documents included
in such file.

                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement and are made a part hereof:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2000.

     (b)  The Company's Form 8-K, as amended, for an event which
occurred on February 27, 2001.

     (c)  All other reports filed pursuant to Section 13(a)or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in Item 3(a) above, including, but not
limited to, the Company's quarterly reports on Form 10-QSB for the
fiscal quarter ended June 30, 2001.

	All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES

Common Stock

 	General.  The Company is authorized to issue 300,000,000 shares
of Common Stock, $.10 par value per share.

	The holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors, out of
funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of the Common
Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having
preference over the Common Stock.  The holders of the Common Stock
as such  have no conversion,  preemptive or other subscription rights
and there are no redemption provisions applicable to the Common Stock.

	Voting Rights. The holders of the Common Stock are entitled to
one vote for each share held of record on all matters to be voted on
by  stockholders.  There is no  cumulative voting with  respect to
the election of  directors,  with the results that the holders of
shares having more than fifty  percent (50%) of the votes for the
election of directors can elect all of the directors.

	Dividend  Policy.  To date,  the Company has not paid any
dividends on its Common Stock.  The  payment of  dividends,  if any,
in the future is within the discretion  of the  Board of Directors
and will depend upon the Company's earnings, its capital requirements
and financial  condition and other relevant factors.  The Board does
not intend to declare any dividends in the  foreseeable future,  but
instead  intends to retain all  earnings,  if any,  for use in the
Company's business operations.

Preferred Stock

	General.  There are no outstanding issued shares of Convertible
Preferred Stock.  The Company is authorized  to issue  three million
(3,000,000)  shares of Series A Convertible Preferred  Stock with a
par value of $1.00 per share, and two million (2,000,000) shares of
Series B Convertible Preferred Stock.

	Voting Rights.  There are no outstanding issued shares of
Convertible Preferred Stock of any series.

	Dividend Policy. There are no outstanding issued shares of
Convertible Preferred Stock of any series so there is currently no
policy regarding dividends on Preferred Stock.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Revised Statutes of  the State of Colorado and the Company's
Articles of Incorporation, provide for the indemnification of the
Companies directors for liabilities and expenses that they may incur
in such capacities.  In general, Directors and Officers are
indemnified with respect to actions taken in good faint in a manner
reasonably believed to by in or not opposed to, the best interests of
the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee had no reasonable cause to believe were
unlawful.

     The provisions  affecting  personal  liability do not abrogate a
director's fiduciary  duty to the Company and its  shareholders,  but
eliminate  personal liability for monetary  damages for breach of
that duty.  The provisions do not, however,  eliminate  or limit the
liability of a director for failing to act in good faith, for
engaging in intentional misconduct or knowingly violating a law, for
authorizing  the illegal  payment of a dividend or repurchase of
stock,  for obtaining an improper  personal  benefit,  for  breaching
a  director's  duty of loyalty,  which  is generally  described  as
the  duty  not to  engage  in any transaction  which  involves a
conflict between the interest of the Company and those of the
director, or for violations of the federal securities laws.

     The provisions  regarding  indemnification  provide,  in essence,
that the Company will indemnify  its directors  against  expenses
(including  attorneys fees),  judgments,  fines and amounts paid in
settlement actually and reasonably incurred in connection  with any
action,  suit or proceeding  arising out of the director's status as
a director of the Company,  including actions brought by or on behalf
of the Company (shareholder derivative actions). The provisions do
not require a showing of good faith. Moreover,  they do not provide
indemnification for liability arising out of willful  misconduct,
fraud,  or  dishonesty,  for "short-swing"  profits  violations under
the federal securities laws, for the receipt of illegal remuneration
or if the director received a benefit in money, property or services
to  which  the  director  is not  legally entitled.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8. EXHIBITS

4.1.  Consulting  Agreement  dated June 8,  2001 with Patrick Au
      d/b/a CPC Johnsen Investment Management LLC
4.2   Employment Agreement with Edward Chan dated August 23, 2001.
4.3   Employment Agreement with Brian B. Spillane dated August 23,
      2001.
4.4   Employment Agreement with Chris Tse dated August 23, 2001.
4.5 	Consultant Agreement with Mark D. Stubbs Esq. Dated July 10,
      2001
4.6  2001 Non-Qualified Stock Option Plan
4.7  Resale Prospectus
5.1  Opinion  and consent of  Mark D. Stubbs Esq. Re: the  legality
     of the shares being registered.
23.1 Consent of Mark D. Stubbs (included in Exhibit 5.1)
23.2 Consent of  Hein + Associates LLP, Certified Public Accountants
23.3 Consent of Eddy S.L. Chin, Chartered Accountant.

ITEM 9. UNDERTAKINGS

     (a)  The registrant hereby undertakes:

     (1)  To file, during  any  period in which  offers or sells are
being made, a post-effective amendment to this registration statement
to include any material  information  with respect to the plan of
distribution  not previously disclosed in the statement or any
material  change  to such  information in the registration statement.

     (2)  That,  for  the  purpose of determining liability under
the Securities Act of 1933,  each  post-effective  amendment shall be
treated  as  a  new  registration statement of the securities offered,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective
amendment of  any  of the securities  that  remain  unsold  at the
end of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the Securities Act of
1933, each filing of the registrant's  annual  report  pursuant
to Section  13(a) or Section 15(d) of the Securities  Exchange  Act
of 1934  (and,  where  applicable,  each  filing of an employee
benefit  plan's  annual  report  pursuant  to  Section  15(d)  of
the Securities  Exchange  Act of 1934)  that is  incorporated  by
reference  in the registration  statement  shall  be  deemed  to be
a new  registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and
controlling  persons of the  registrant  pursuant  to  the foregoing
provisions,   or  otherwise,  the registrant  has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore,  unenforceable. In the event that a claim for
indemnification against such liabilities  (other than the payment by
the registrant of expenses incurred or paid by a director,  officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been  settled by  controlling  precedent,  submit to a
court of  appropriate jurisdiction the question whether such
indemnification  by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

                         SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the
registrant certifies  that it has reasonable  grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused  this  registration statement  to be  signed  on its  behalf
by the undersigned, thereunto duly authorized, in the city of
Glendale,  State of Colorado on the 28th day of  August, 2001.

 		NOVA NATURAL RESOURCES, INC.

           By: /s/
           -----------------------------------------
           EDWARD S. CHAN,  PRESIDENT AND CEO

     Pursuant to the  requirements of the Securities Act of 1933,
 this registration  statement has  been  signed  by  the  following
 persons  in  the capacities and on the date indicated.

         Signatures         Title                     Date
       ---------------    ---------                 --------

/s/ Edward S. Chan       President, CEO, Treasurer   August 29, 2001
- ------------------------  (Principal Executive Officer)
EDWARD S. CHAN

/s/ Brian B. Spillane,    Secretary and Director     August 29, 2001.
- ------------------------
BRIAN B. SPILLANE

EXHIBIT 4.1

                           CONSULTING AGREEMENT

     This  consulting  agreement (this "Agreement") is made effective
the 8th day of June, 2001 by and between Nova Natural Resources
Corporation, (the "Company"), and Patrick Au d/b/a CPC Johnsen, a
personal services company, whose principal place of business in 30
Rawlings Avenue, Richmond Hill, Ontario, Canada L4S 1B5 (the
"Consultant").

                           RECITALS

     WHEREAS,  the  Company  wishes to engage  the  Consultant  with
respect to certain aspects of its business; and,

     WHEREAS,  the  Consultant  is willing to make  available to the
Company the consulting services provided for in the Agreement as set
forth below.

                          AGREEMENT

     NOW  THEREFORE, in consideration of the premises and the
respective covenants and  agreements of the parties herein contained,
the parties hereto agree as follows:

     1.  TERM.

     The term of this  Agreement  shall commence on the date hereof
and end two years thereafter on the anniversary date hereof unless
extended in a writing signed by both parties.

     2. CONSULTING SERVICES

     Consultant agrees to provide the following services for the
     Company:

     (a) Long range corporate planning and business development,
         including but not limited to the  development  of  corporate
         strategy,  market direction and implantation of business
         plans.
     (b) Review  and  analysis  of  potential  markets and customers
         in such  markets.
     (c) Review of operations and analysis of deviations from the
         business plan for such markets.
     (d) Identify appropriate merger/acquisition candidates in the
         PRC.
     (e) Screen candidates to focus on those which fit into Company's
         criteria,  eliminating those which do not fit the desired
         profile.
     (f) Work with Company to develop and refine criteria which will
         further Company's corporate objectives and take maximum
         advantage of the present desire of many Chinese companies to
         be part of a publicly-traded American company which is
         Chinese-controlled.
     (g) Assist in the negotiations, regardless of duration, to work
         out terms whereby Company either merges with, makes an
         investment in, or purchases the candidates outright.
     (h) Provide on-going advice and assistance in assimilating
         acquired companies into Company, which tasks will include
         assisting in resolving any managerial difficulties which may
         arise after the transaction takes place.

     3. COMPENSATION.

     (a)   Initial Issuance of Shares of Stock.  In  consideration
of the consulting  services set forth in paragraph 2 (a) and subject
to the terms and  conditions set forth herein the Company hereby
agrees to issue to Consultant ten million (10,000,000) shares of the
Company's Common stock and register such shares at the time of
initial issuance, or immediately thereafter, on Form S-8 under the
Securities Act of 1933 pursuant to the Company's Non-Qualified Stock
Option Plan 2001, and the terms and rules thereof.

     (b)  Issuance  and  Delivery.   One half of The Common  Stock,
that is, five million (5,000,000) shares shall issued and delivered
within 45 days of completion of the registration, at which time, the
Company shall deliver to the Consultant:

            (i) the certificate or certificates evidencing the Shares
     to be issued to the Consultant and the respective dates,
     registered in the name of the Consultant; and

            (ii) evidence that the Shares or the Stock Option plan
     have been registered on Form S-8 to be filed upon issuance of
     the Shares to the Consultant, registering for resale thereof.

     (c) Second Issuance of Shares of Stock. In further consideration
 of the consulting services set forth in paragraph 2 (a), and subject
 to the terms and  conditions set forth herein the Company hereby
agrees to issue to Consultant an additional five million (5,000,000)
shares of the Company's Common stock and register such shares at the
time of issuance, or immediately thereafter.  This final delivery of
said Shares shall occur prior to the expiration of one year from the
anniversary date hereof.

     (d)  Expenses.   During the term of the Consultant's engagement
hereunder.   The  Consultant  shall  be  entitled  to receive prompt
reimbursement for all reasonable expensesincurred by the Consultant
in  performing  services  hereunder  including  all travel and living
expenses while away from home on business at the request of and in
the service of the Company, provided that such expenses are incurred
and accounted for in accordance  with the policies and procedures
established by the Company, and that any expenses in excess of $500.00
have been pre-approved in writing by the Company.

4. CONFIDENTIAL INFORMATION.

     (a)  Confidential Information.  In connection with the providing
of Consulting  Services,  hereunder,  the Company may provide the
Consultant with information  concerning the Company which the Company
deems confidential (the "Confidential Information").  The Consultant
understands  and agrees that any Confidential  Information  disclosed
pursuant to this  Agreement  is  secret, proprietary  and of great
value to the  Company,  which value may be impaired if the secrecy of
such information is not maintained.  Consultant further agrees that
he will take  reasonable  security measures  to preserve and protect
the secrecy  of such Confidential  Information,  and to hold such
information in confidence and not to disclose such information, either
directly or indirectly to any person or entity during the term of
this agreement or any time following the expiration or termination
hereof; provided, however, that the Consultant may disclose the
Confidential  Information  to an assistant to whom  disclosure
is necessary for the providing of services under this agreement.

     (b)  Exclusions.  For purposes of this  paragraph 4, the term
Confidential Information shall not include  Information which (i)
becomes generally available to the public other than as a
result of a disclosure  by the  Consultant  or his assistants,
agents or advisors, or (ii) becomes available on a non-confidential
basis to the  Consultant  from a source other than the Company or
it's advisors, provided  that  such  source  is not  known to the
Consultant  to be bound by a Confidentiality  agreement with or other
obligation of secrecy to the Company or another party.

     (c)  Government Order.  Notwithstanding anything to the contrary
in this Agreement,  the Consultant  shall not be precluded  from
disclosing any of the Confidential  Information  pursuant  to a valid
order  of any  governmental  or regulatory authority, or pursuant to
the order of any court or arbitrator.

     (d) Injunctive  Relief.  The Consultant agrees that, since a
violation of this paragraph 4 would cause irreparable  injury to the
Company,  and that there may not be an adequate remedy at law for
such violation,  the Company shall have the right in addition to any
other  remedies available at law or in equity,  to enjoin the
Consultant in a court of equity for violating the provisions of this
paragraph 4.

5.   REPRESENTATION AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to the Consultant that
as of the date  hereof and as of the  Closing  Date  (after  giving
effect to the  transactions  contemplated hereby):

     (a) Existence and  Authority.  The Company is a corporation duly
organized and validly existing in good  standing  under the laws of
its  jurisdiction  of incorporation  and has full power and authority
to own its respective  property, carry on its  respective  business
as no being  conducted,  and enter  into and perform its obligations
under this Agreement and to issue and deliver the Shares to be issued
by it hereunder. The Company is duly qualified as a jurisdiction in
which it is  necessary  to be so  qualified  to transact  business as
currently conducted.  This Agreement,  has been duly authorized by
all necessary corporate action, executed, and delivered by the
Company, and constitutes the legal, valid and  binding  obligation
of the Company,  enforceable  against  the Company in accordance
with its terms subject to applicable bankruptcy, insolvency,
reorganization,  moratorium  or other  similar laws relating to or
affecting the rights of creditors generally and to general principals
of equity.

     (b)  Authorization  and  Validity  of  Shares.  The  Shares have
been or will be duly authorized and validly issued and outstanding,
fully paid and non-assessable and free of any  preemptive  rights.
The  Shares  are not  subject to any lien, pledge, security interest
or other encumbrance.

     (c)  Authorization  of  Agreement.  The  Company  has taken all
actions and obtain all consents or  approvals  necessary to authorize
it to enter into this Agreement.

     (d)  No Violation.  Neither the execution or delivery of this
Agreement, the issuance  or delivery  of  Shares,  the  performance
by the Company of its obligations under this Agreement,  nor the
consummation  of the  transactions contemplated  hereby will conflict
with, violate  constitute a breach of or a default (with the passage
of time or otherwise)  under, require the consent or approval of or
filing with any person  (other than consent and  approvals which have
been  obtained and filings  which have been made) under, or result in
the imposition of a lien on or securities interest in any properties
or assets of the Company,  pursuant to the charter or bylaws of the
Company, any award of any arbitrator  or  any  agreement  (including
any  agreement  with  stockholders), instruments, order, judgement,
decree, statute, law, rule or regulation to which the Company is
party or to which any such person or any of their respective
properties or assets is subject.

     (e)  Registration.  The Shares have been, or will be upon the
filing of an S-8 Registration  Statement, registered pursuant to the
Securities Act of 1933, as amended, and all applicable state laws.

6.   FILINGS.

     The Company shall furnish to the Consultant,  promptly after the
sending or filing thereof,  copies of all reports  which the  Company
sends to its equity security holders generally, and  copies of all
reports and registration statements which the Company files with the
Securities and Exchange  Commission (the "Commission"), any other
securities exchange or the national Association of Securities Dealers,
Inc. ("NASD").

7.   SUPPLYING INFORMATION.

     The Company shall cooperate with the Consultant in supplying
such publicly available information  as may be  reasonably  necessary
for the Consultant to complete and file any information reporting
forms.

8.   INDEMNIFICATION.

     (a) The Company shall indemnify the Consultant from and against
any and all expenses (including  attorneys' fees), judgements, fines,
claims,  cause of action,  liabilities  and other amounts paid
(whether in settlement or otherwise actually and  reasonably
incurred) by the Consultant in  connection  with such action, suit or
proceeding if (i) the Consultant was made a party to any action, suit
or proceeding by reason of the fact that the Consultant  rendered
advice or services pursuant to this Agreement, and (ii) the
Consultant acted in good faith and in a manner reasonably believed by
the Consultant to be in or not opposed to the interests of the
Company,  and with  respect  to any  criminal  action or proceeding,
had no reasonable  cause or believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment, order,
settlement, conviction,  or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
Consultant did not act in good faith in or not opposed to the best
interests  of the  Company,  and,  with  respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful. Notwithstanding the foregoing, the Company shall
not indemnify the Consultant with respect to nay claim, issue or
matter as to which the consultant shall have been adjudged to be
liable for gross negligence or willful misconduct in the performance
other duties pursuant to this Agreement unless and only to the extent
that the court in which  such action or suit was brought shall
determine upon application  that, despite the adjunction of liability,
but in view of all the circumstances of the case,  the  Consultant
is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

     (b) The Consultant shall indemnify the Company from and against
any and all expenses (including attorney's fees), judgements, fines,
claims,  causes of action, liabilities and other amounts paid (whether
in settlement or otherwise actually and reasonably incurred) by the
Company in connection with such action, suit or  proceeding  if (i)
the Company was made a party to any action,  suit or proceeding by
reason of the fact that the Consultant rendered advice or services
pursuant to this  Agreement,  and (ii) the  Consultant did not act in
good faith and in a manner reasonably believed by the Consultant to
be in or not opposed to the  interests of the Company, and with
respect  to any  criminal  action or proceeding,  did not reasonably
believe his conduct was lawful.  Notwithstanding the foregoing,  the
Consultant  shall not indemnify the Company with respect to any claim,
issue or matter as to which the Company shall have been adjudged to
be liable for gross  negligence or willful misconduct in connection
with the performance of the  Consultant's  duties  pursuant to this
Agreement unless and only to the extent that the court on which such
action or suit was brought shall determine upon application that,
despite the adjunction of liability, but in view of all circumstances
of the case, the Company is fairly and reasonably  entitled to
indemnify for such expenses which such court shall deem proper.

9.   INDEPENDENT CONTRACTOR STATUS.

     It is expressly  understood and agreed that this is a consulting
agreement only and does not constitute an employer-employee
relationship. Accordingly, the Consultant agrees that the consultant
shall be solely responsible for payment of his own taxes or sums due
to the federal, state, or local governments, overhead, workmen's
compensation, fringe benefits, pension contributions and other
expenses.  It is  further  understood  and  agreed  that  the
Consultant is an independent  contractor  and the  company  shall
have no right to  control  the activities of the  Consultant  other
than during the express period of time in which the Consultant is
performing  services  hereunder, and  that such control is not
because  of  any   presumed employer-employee relationship. The
Consultant shall have no authority to bind the company.

      The parties further  acknowledge that the Company's  services
hereunder are not exclusive,  but  that  the  Consultant  shall
performing  services  and undertaking  other responsibilities,  for
and with other entities or persons, which may directly or indirectly
compete with the  Company.  Accordingly,  the services of the
Consultant hereunder are on a part time basis  only,  and the Company
shall have no discretion, control of, or interest in, the Consultant's
services which are not covered by the terms of the Agreement. The
Company hereby waives any  conflict of interest  which now exists or
may  hereafter  arise with respect to Consultant's current employment
and future employment.

10.   NOTICE.

     All  notices  provided by this  Agreement  shall be in writing
and shall be given by facsimile  transmission,  overnight  courier
by registered mail or by personal delivery, by one party to the other,
addressed to such other party at the applicable address set forth
below, or to such other address as may be given for such  purpose by
such other party by notice duly given hereunder.  Notice shall be
deemed properly given on the date of the delivery.

To Consultant:		Patrick Au d/b/a CPC Johnsen
				30 Rawlings Avenue
				Richmond Hill, Ontario, Canada L4S 1B5

To the Company:		Nova Natural Resources Corporation
                        4340 Kentucky Avenue, Suite 418
                        Glendale, Colorado 80246-2060
                        Fax: 720.524.1364

11.  MISCELLANEOUS

     (a) Waiver.  Any term or provision of this  Agreement  may be
waived at any time by the party entitled to the benefit  thereof by a
written  instrument duly executed by such party.

     (b) Entire  Agreement.  This  Agreement  contains the entire
understanding between the parties hereto with respect to the
transactions contemplated hereby, and may not be amended, modified,
or altered except by an instrument in writing signed by the party
against whom such amendment,  modification, or alteration is sought
to be  enforced.  This Agreement supercedes and replaces all other
agreements  between the parties  with respect to any services to be
performed by the Consultant of behalf of the Company.

     (c) Governing  Law. This  Agreement  shall be construed and
interpreted in accordance with the laws of the State of Colorado.

     (d) Binding  Effect.  This Agreement shall bind and inure to the
benefit of the  parties  hereto  and their  respective  heirs,
executors,  administrators, successors and assigns.

     (e) Construction.  The captions and headings  contained herein
are inserted for convenient  reference  only,  are not a part  hereof
and the same shall not limit  or  construe the provisions to which
they  apply.  Reference  in this agreement  to  "paragraphs"  are to
the  paragraphs in this  Agreement, unless otherwise noted.

    (f)  Expenses.  Each party  shall pay and be responsible for the
cost and expanses, including, without  limitations,  attorney's fees,
incurred by such party  in connection with negotiation,  preparation
and  execution  of  this Agreement and the transactions contemplated
hereby.

    (g)  Assignment.  No party  hereto may assign any of its rights
or delegate any of its obligations  under this Agreement without the
express written consent of the other party hereto.

    (h) No Rights to Others. Nothing herein contained or implied is
intended or shall be construed to confer upon or give to any person,
firm or  corporation, other than the parties hereto.

    (i)  Counterparts.  This Agreement may be executed simultaneously
in two counterparts,  each of which  shall be  deemed  an  original,
but both of which together shall constitute on and the same agreement,
binding upon both parties hereto, notwithstanding that both parties
are not signatories to the original or the same counterpart.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement
on the date and year first above written.

                      NOVA NATURAL RESOURCES CORPORATION

                      By:			/s/
                         -------------------------------
                         Edward S. Chan, Its President

                      Patrick Au d/b/a CPC JOHNSEN

                      By:			/s/
                         -------------------------------
     				 ------------------------Its Manager
					(type or print)

EXHIBIT 4.2
                   EXECUTIVE EMPLOYMENT AGREEMENT
                           EDWARD CHAN

     This document will set forth the terms of the agreement between
EDWARD CHAN ("Employee") and NOVA NATURAL RESOURCES CORPORATION, a
Colorado corporation, ("NOVA" or "Employer")and is effective as of
March 1, 2001.

1.	Employment.

	Employee will serve as President and Chief Executive Officer of
NOVA and as such Employee will perform those duties which are normal
and customary in the industry for like positions. Employee will be
responsible for the leadership of NOVA which includes, but is not
limited to, the development and implementation of company strategy,
communication within and without NOVA, and organizational structure
and integrity including the determination and definition of
employees' responsibilities.  Employee's position includes the
express powers, as well as the implied powers, necessary to
effectuate all tasks that are reasonably necessary.   In Employee's
capacity as President and Chief Executive Officer of NOVA, Employee
will perform such duties for NOVA and its affiliates as they may
reasonably require and will report directly to the NOVA Board of
Directors, through its Chairman, and through the managing directors
of NOVA.  Employee will perform full-time services on an exclusive
basis for NOVA and its affiliates.

2.	Term.

	The term of this Agreement will commence on the date hereof and
continue until terminated by either party giving to the other not
less than 90 days notice in writing; provided, however, that Employee
and Company may not give such notice during the first thirty six (36)
months of the term hereof; and, provided further, that this Agreement
will in any event terminate on the seventh anniversary hereof.
Employee acknowledges that NOVA is not required to actually utilize
Employee's services hereunder, but this shall not release NOVA of its
obligation to pay Employee the compensation set forth herein, subject
to NOVA's right to terminate this Agreement or to continue Employee's
employment after expiration of the term hereof, and Employee
expressly acknowledges that no promises or understandings to the
contrary have been made or reached.

3.	Base Compensation.

	NOVA will pay Employee a base salary of $120,000 per annum.
NOVA will be responsible for all applicable withholding taxes,
including unemployment insurance, workers compensation insurance,
if applicable, social security taxes and NOVA's portion of state and
federal taxes. Such salary will be payable in regular monthly
installments on NOVA's regular paydays during the term.  Salary may
be paid in stock but as soon as NOVA's cash flow allows, in cash.
Employee may, subject to available funds and at the sole discretion
of NOVA, Employee may sell all or a portion of stock issued in lieu
of salary, back to NOVA at Employee's cost.

4.	Severance.

	Upon termination of this Agreement by NOVA pursuant to Section
2 above, NOVA agrees to pay Employee in cash in US dollars any
portion of the salary owed to date and for the 90-day notification
period during which the services of Employee are not required by NOVA.
Additionally, NOVA agrees to pay any bonus compensation (as
determined in accordance with Section 5 below) which is accrued but
unpaid as of the last day of the 90-day notification period (whether
or not Employee renders services hereunder until such date), plus any
accrued vacation pay or other paid time off, to such date.  All
severance compensation set forth in this Section 4 shall be paid in a
single lump sum payment which shall be due and payable on the last
day of the 90-day notification period, with the exception of accrued
but unpaid bonus compensation (as determined in accordance with
Section 5 below), which shall be paid in accordance with Section 5.
All benefits set forth in Section 6 hereof, except any pension or
other retirement benefits but including the annual expense
reimbursement advance (or a pro rata portion thereof, as applicable),
will also continue for a 15 month period after the date of the
termination notice delivered by NOVA pursuant to Section 2.

5.	Bonus Compensation.

	NOVA agrees to implement a bonus plan as approved by the Board
of Directors, which will reward Employee for his performance and
achievement based on standards set by the Board.

6.	Other Benefits.

	Employee will receive a quarterly expense reimbursement advance
in an amount as determined by the board, Employee will account for
all expenses in accordance with NOVA's then prevailing policy
(which shall include appropriate itemization and substantiation of
expenses incurred, and shall require receipts for all expenses over
$25.00), not less than monthly.   NOVA will additionally reimburse
Employee for Employee's reasonable and necessary business expense in
excess of such amount in accordance with its then prevailing policy.
Employee will be entitled to four (4) weeks vacation per year with
pay during the term of this agreement.  Employee may accrue no more
than five (5) weeks of vacation and any vacation accrued and not used
by the end of the calendar year in excess of five (5) weeks shall be
lost. Any travel undertaken on behalf of NOVA may be business class
or better, as NOVA policy permits).  Employee may take Employee's
spouse on business trips with Employee so long as Employee reimburses
NOVA for (i) the difference between the value of one business class
(or first class, if applicable) airfare and the aggregate cost of the
airfare for Employee and Employee's spouse, and (ii) all other
incremental or additional costs incurred or occasioned by Employee's
spouse. Employee may be granted options in accordance with the NOVA
Share Option and Bonus Schemes.  The grant of options is at the
discretion of the management  of NOVA.  Employee and Employee's
family will be eligible to participate in the current NOVA health and
medical plans when established, at no cost to Employee.  Employee
expressly agrees and acknowledges that after the expiration of the
term hereof, Employee will be entitled to no additional benefits not
expressly set forth herein, except as specifically provided under the
benefit plans referred to herein and those benefit plans in which
Employee may subsequently become a participant, and subject in all
cases to the terms and conditions of each such plan.

     NOVA will, at least quarterly, reimburse employee for all
expenses incurred by employee for medical care (as defined in Section
213(e) of Title 26 of the United States Code) of employee, employee's
spouse, and employee's dependents (as defined in Section 152 of Title
26 of the United States Code).  Expenses for medical care (as defined
in  Section 213(e) of Title 26 of the United States Code), include
all amounts for hospital bills, doctor and dental bills, drugs, and
premiums on accident and health insurance, including hospitalization,
medical, and surgical insurance.  Dependents (as defined in Section
152 of Title 26 of the United States Code), includes any member of
employee's family over one-half of whose support is furnished by
employee.

	NOVA may, in its discretion, pay directly any or all of the
above- defined expenses in lieu of making reimbursements for such
expenses.  In that event, NOVA shall be relieved of all further
responsibility with respect to that particular medical expense.

	Reimbursement to, or the payment on behalf of, employee covered
by the accident and health plan, including employee's spouse and
dependents, shall be limited to a maximum during each calendar year
of five thousand dollars ($5,000.00), and does not include cost of
an individual coverage under any group hospitalization and major
medical insurance policy covering the employees of NOVA.  If the
commencement day of employment of employee covered by such plan shall
be after the beginning of any calendar year, or if employee covered
by this plan terminates his employment prior to the end of any
calendar year for any reason other than death or permanent disability,
employee's maximum reimbursement for such calendar year shall, in any
such event, be reduced proportionately on the basis of the number of
full months of employment during such calendar year.

	When applying for reimbursement under the above-stated plan,
employee shall submit to NOVA, at least quarterly, all doctor, dental,
hospitalization, or any other medical bills, including premium
notices for health or accident insurance, for verification by NOVA
prior to payment.  Failure to comply with this provision may, within
the discretion of NOVA, terminate employee's right to reimbursement.
Payment by NOVA under the above-stated plan may be made at thetime or
times determined by NOVA in its discretion, but in no event shall
such payments be made later than the end of the month following the
close of any calendar year.

	Reimbursement for medical care provided under the above-stated
plan shall be made by NOVA only in the event and to the extent that
such reimbursement or payment is not provided for under any insurance
policy or policies, whether owned by NOVA or by employee, and to the
extent of the coverage under any such policy or policies, NOVA shall
be relieved of any and all liability under the above-stated plan.

7.	Termination by NOVA.

	NOVA may terminate this Agreement:

     (a)	for cause by delivery of written notice if Employee has
engaged in willful material breach of duty in the course of Employee's
employment, in the case of Employee's habitual neglect of Employee's
duty or conviction of a felony; or

     (b)	by delivery of written notice if Employee has suffered a
disability which prevents Employee's performance of Employee's
full-time duties under this Agreement.  For purposes hereof, Employee
will be deemed to have suffered a disability if any physical or
mental condition prevents Employee from providing full-time services
to NOVA for an aggregate of 90 days during any period of 180 days.

Notwithstanding the foregoing, however, prior to termination by NOVA
pursuant to Section 7(a), Employee shall have a period of 30 days in
which to cure any breach under Section 7(a)  (if such breach is of a
nature that it can be cured) from the date of delivery of a notice to
Employee by NOVA setting forth in detail the particular failure or
other breach of duty hereunder.  In the event of termination by
NOVA under Section 7(a) Employee shall be entitled to receive no
further compensation or benefits hereunder except for base
compensation and benefits which shall have vested or accrued and
remain unpaid as of the last consecutive day upon which Employee
render full-time services hereunder and Employee shall not be
entitled to receive any accrued but unpaid bonus compensation.  In
the event of termination  by NOVA under Section 7(b), Employee
be entitled to receive $120,000 and any bonus compensation which is
accrued but unpaid as of the date of the termination notice delivered
by NOVA.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement, will continue for a 12-month period
after the date of such termination notice.

8.	Termination by Employee.

	Employee may terminate this Agreement at any time subject to
the provisions set forth in Section 2 above and in the event of such
termination, Employee shall be entitled to receive no further
compensation or benefits hereunder except for benefits which have
vested, unpaid base compensation which has accrued and bonus
compensation which has been earned and remains unpaid as of the last
consecutive day upon which Employee renders full-time services
hereunder.

9.	Constructive Termination.

	In the event that (i) any person or entity (other than NOVA)
becomes the beneficial owner of securities of NOVA representing
majority of the voting power of the securities of NOVA, (ii) or in
the event that any person or entity (other than NOVA) becomes the
beneficial owner of securities of NOVA representing a majority of the
voting power of the securities of NOVA, (iii) or in the event that a
Change of Control of NOVA (as hereinafter defined) occurs, (iv) or in
the event that all or substantially all of NOVA's assets (as computed
on a consolidated basis) are sold, or (v) in the event that NOVA is
merged with any entity and such entity is the survivor and a person
or entity (other than NOVA) becomes the beneficial owner of
securities of such survivor representing a majority of the voting
power of the securities of such survivor, (in each case referenced in
clauses (i) through (v) above, a "Sale of the Company"), NOVA shall
be deemed to have terminated Employee upon consummation of such
transaction, and $240,000 shall be paid to Employee in cash at the
closing of such transaction.  In addition, the amount of any accrued
but unpaid bonus compensation as of the date of closing of the Sale
of the Company (as determined in accordance with Section 5 hereof)
shall be paid to Employee in cash within thirty (30) days after the
date of closing.  In the event of such constructive termination,
Employee agrees to cooperate with NOVA, its affiliates and/or the
purchaser for a period of up to ninety (90) days following the
closing at NOVA's request to assist in the transition to a new
management and/or winding up or liquidation of NOVA and/or its
affiliates; provided, however, that it is specifically agreed that
Employee shall not be required during such 90-day period to provide
services to the Company in the capacity set forth in Section 1
hereof.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits but including the expense
reimbursement advance, will also continue for a 15-month period after
the closing of the Sale of the Company.  For purposes of this
Agreement, the term "Change of Control of NOVA" shall mean a change
in the composition of the Board of Directors of NOVA such that the
incumbent members of the Board of Directors on the date hereof (as
the composition of the same is subsequently changed from time to time
hereafter by election, retirement and removal in the normal course of
affairs) cease to represent a majority of the members of such Board
as a result of (i) a change in ownership of NOVA Common Shares, (ii)
the consolidation or merger of NOVA with or into an unrelated third
party, or (iii) a proxy solicitation done for the purpose of
effecting such a change.

10.	Material Breach; Liquidation Damages.

	Employee may terminate this Agreement upon material breach by
NOVA of any material provision hereof by delivering written notice to
NOVA's Board of Directors; provided, however, that prior to
termination of Employee, NOVA shall have a period of 30 days in which
to cure such breach (if such breach is of a nature that it may be
cured) from the date of delivery of a notice to NOVA by Employee
setting forth in detail the particular breach hereunder.  Upon such
termination, Employee shall be entitled to receive as liquidated
damages the severance compensation set forth in Section 4 above
(including any accrued but unpaid bonus compensation as set forth
therein) and the benefits outlined in Section 6 hereof (other than
any pension or other retirement benefits but including the expense
reimbursement advance), for one year or for the remaining term of the
contract which ever is greater.

11.	Disputes.

	Any dispute or controversy arising under, out of, in connection
with or in relation to the termination of this Agreement (i) by NOVA
pursuant to Section 7(a), (ii) by Employee pursuant to Section 10, or
(iii) pursuant to Section 9, shall be determined and settled by
submission for hearing to an arbitrator in an expedited arbitration
proceeding conducted in Glendale, Colorado in accordance with the
rules and procedures of the American Arbitration Association.  Such
submission and hearing shall be initiated by any party by delivery of
written notice to the other party demanding a hearing and specifying
the controversy or dispute to be settled.  The decision of the
arbitrator shall be binding and conclusive on the parties hereto.  In
the case of a dispute arising under Section 7(a) hereunder, if NOVA
is determined by the arbitrator to have terminated this Agreement
other than in accordance with the provisions of Section 7(a),
Employee shall be entitled to receive the severance compensation set
forth in Section 4 (including any accrued but unpaid bonus as set
forth therein) in a lump sum payment (less any portion thereof
previously paid to Employee) and to receive all other benefits set
forth in Section 6 (other than any pension or other retirement
benefits but including the expense reimbursement advance) for a
period of 15 months after the date the arbitrator's decision is
rendered (as reduced by any period of time during the pendancy  of
the arbitration in which Employee received such benefits).  In the
case of a dispute arising under Section 10 hereof, if Employee is
determined by the arbitrator to have terminated this Agreement other
than in accordance with the provisions of Section 10 hereof, Employee
shall not be entitled to receive any compensation or benefits from or
after the last consecutive day upon which Employee rendered full-time
services hereunder except for base compensation, bonus compensation
and benefits which shall have accrued, been earned or vested as of
such day, and if Employee shall have received any compensation to
which Employee is  not entitled hereunder, Employee shall immediately
pay over to NOVA an amount  equal to such unearned compensation.
Because time is of the essence in the resolution of any dispute or
controversy to be settled pursuant to this Section 11, the parties
agree that any unreasonable delay of the proceedings before the
arbitrator by any party hereto may be the subject of sanctions by the
arbitrator and each of the parties hereto agrees to use its best
efforts to cause the final resolution of any dispute or controversy
hereunder to occur within three months of the date of termination
giving rise thereto.

12.	Duty to Mitigate; Offset.

	It is expressly agreed and understood that in the event of the
termination of this Agreement (i) by NOVA pursuant to Section 2
hereof, (ii) by Employee pursuant to Section 10 hereof, or (iii)
pursuant to Section 9 hereof, Employee shall have no affirmative duty
to mitigate the damages payable to Employee by NOVA and further that
no amounts actually earned or accrued by Employee for employment or
similar services during the period of time subsequent to such
termination will be offset against any amounts to which Employee is
otherwise entitled hereunder.

13.	Entire Agreement; Modification; Etc.

	This Agreement sets forth the entire understanding between
Employee and NOVA, and there are no terms, conditions,
representations, warranties or covenants other than those contained
herein and all prior personal service or employment agreements
(whether written, oral or implied) between Employee (or any company
through which Employee provide Employee's services) and NOVA or any
affiliate or predecessor of NOVA are terminated as of the
commencement of the term of this Agreement and Employee hereby waives
all rights under any such prior personal service or employment
agreements which accrue after the date of the execution hereof.  No
term or provision of this Agreement may be amended, waived, released,
discharged or modified in any respect except in writing, signed by
each of the parties hereto or by the party to be bound thereby.  No
waiver of any breach or default shall constitute a waiver of any
other breach or default, whether of the same or any other provision.
A delay or failure to assert rights or a breach of this Agreement
shall not be deemed to be a waiver of such right either with respect
to that breach or any subsequent breach.

14.	Assignment.

	This Agreement may not be assigned by either party.

15.	Colorado Law.

	This Agreement will be governed by and construed in accordance
with the internal laws of the State of Colorado applicable to
contracts to be executed and performed wholly in that state.

NOVA NATURAL RESOURCES CORPORATION

By:  ____________________________	Dated:
        Director

READ, ACCEPTED AND AGREED TO:

________________________________	Dated:
Edward Chan

EXHIBIT 4.3
                   EXECUTIVE EMPLOYMENT AGREEMENT
                         BRIAN B. SPILLANE

This document will set forth the terms of the agreement between BRIAN
B. SPILLANE ("Employee")and NOVA NATURAL RESOURCES CORPORATION, a
Colorado corporation, ("NOVA" or "Employer") and is effective as of
March 1, 2001.

1.	Employment.

	Employee will serve as Secretary of NOVA and as such Employee
will perform those duties which are normal and customary in the
industry for like positions. Employee will be responsible to the
President and CEO of NOVA and will perform all assigned tasks, which
include, but are not limited to, assisting in the development and
implementation of company strategy, communication within and
without NOVA, and organizational structure and integrity including
the determination and definition of employees' responsibilities.
Employee's position includes the express powers, as well as the
implied powers, necessary to effectuate all tasks that are reasonably
necessary.   In Employee's capacity as an employee of NOVA, Employee
will perform such duties for NOVA and its affiliates as they may
reasonably require and as assigned and will report directly to the
President of NOVA.

2.	Term.

	The term of this Agreement will commence on the date hereof and
continue until terminated by either party giving to the other not
less than 90 days notice in writing; provided, however, that
Employee and Company may not give such notice during the first thirty
six (36) months of the term hereof; and, provided further, that this
Agreement will in any event terminate on the seventh anniversary
hereof.  Employee acknowledges that NOVA is not required to actually
utilize Employee"s services hereunder, but this shall not release
NOVA of its obligation to pay Employee the compensation set forth
herein, subject to NOVA's right to terminate this Agreement or to
continue Employee's employment after expiration of the term hereof,
and Employee expressly acknowledges that no promises or understandings
to the contrary have been made or reached.

3.	Base Compensation.

	NOVA will pay Employee a base salary of $72,000 per annum.
NOVA will be responsible for all applicable withholding taxes,
including unemployment insurance, workers compensation insurance,
if applicable, social security taxes and NOVA's portion of state and
federal taxes.  Such salary will be payable in regular monthly
installments in US dollars, on NOVA's regular paydays during the
term. Salary may be paid in stock but as soon as NOVA's cash flow
allows, in cash.  Employee may, subject to available funds and at
the sole discretion of NOVA, Employee may sell all or a portion of
stock issued in lieu of salary, back to NOVA at Employee's cost.

4.	Severance.

	Upon termination of this Agreement by NOVA pursuant to Section
2 above, NOVA agrees to pay Employee in cash in US dollars any
portion of the salary owed to date and for the 90-day notification
period during which the services of Employee are not required by NOVA.
Additionally, NOVA agrees to pay any bonus compensation (as
determined in accordance with Section 5 below) which is accrued but
unpaid as of the last day of the 90-day notification period (whether
or not Employee renders services hereunder until such date), plus any
accrued vacation pay or other paid time off, to such date.  All
severance compensation set forth in this Section 4 shall be paid in a
single lump sum payment which shall be due and payable on the last
day of the 90-day notification period, with the exception of accrued
but unpaid bonus compensation (as determined in accordance with
Section 5 below), which shall be paid in accordance with Section 5.

5.	Bonus Compensation.

	NOVA agrees to implement a bonus plan as approved by the Board
of Directors, which will reward Employee for his performance and
achievement based on standards set by the Board.

6.	Other Benefits.

     Employee will receive a quarterly expense reimbursement advance
in an amount as determined by the board.  Employee will account for
all expenses in accordance with NOVA's then prevailing policy (which
shall include appropriate itemization and substantiation of expenses
incurred, and shall require receipts for all expenses over $25.00),
not less than monthly.   NOVA will additionally reimburse Employee
for Employee's reasonable and necessary business expense in excess of
such amount in accordance with its then prevailing policy.  Employee
will be entitled to three (3) weeks vacation per year with pay during
the term of this agreement. Employee may accrue no more than four
(4) weeks of vacation and any vacation accrued and not used by the
end of the calendar year in excess of four (4) weeks shall be lost.
Any travel undertaken on behalf of NOVA may be business class (or
better, as NOVA policy permits).  Employee may take Employee's spouse
on business trips with Employee so long as Employee reimburses NOVA
for (i) the difference between the value of one business class (or
first class, if applicable) airfare and the aggregate cost of the
airfare for Employee and Employee's spouse, and (ii) all other
incremental or additional costs incurred or occasioned by Employee's
spouse.  Employee may be granted options in accordance with the NOVA
Share Option and Bonus Schemes.  The grant of options is at the
discretion of the management  of NOVA.  Employee and Employee's
family will be eligible to participate in the current NOVA health
and medical plans when established, at no cost to Employee.  Employee
expressly agrees and acknowledges that after the expiration of the
term hereof, Employee will be entitled to no additional benefits not
expressly set forth herein, except as specifically provided under the
benefit plans referred to herein and those benefit plans in which
Employee may subsequently become a participant, and subject in all
cases to the terms and conditions of each such plan.

     NOVA will, at least quarterly, reimburse employee for all
expenses incurred by employee for medical care (as defined in Section
213(e) of Title 26 of the United States Code) of employee, employee's
spouse, and employee's dependents (as defined in  Section 152 of
Title 26 of the United States Code).  Expenses for medical care (as
defined in  Section 213(e) of Title 26 of the United States Code),
include all amounts for hospital bills, doctor and dental bills,
drugs, and premiums on accident and health insurance, including
hospitalization, medical, and surgical insurance.  Dependents (as
defined in Section 152 of Title 26 of the United States Code),
includes any member of employee's family over one-half of whose
support is furnished by employee.

	NOVA may, in its discretion, pay directly any or all of the
above- defined expenses in lieu of making reimbursements for such
expenses.  In that event, NOVA shall be relieved of all further
responsibility with respect to that particular medical expense.

	Reimbursement to, or the payment on behalf of, employee covered
by the accident and health plan, including employee's spouse and
dependents, shall be limited to a maximum during each calendar year
of five thousand dollars ($5,000.00), and does not include cost of an
individual coverage under any group hospitalization and major medical
insurance policy covering the employees of NOVA.  If the commencement
day of employment of employee covered by such plan shall be after the
beginning of any calendar year, or if employee covered by this plan
terminates his employment prior to the end of any calendar year for
any reason other than death or permanent disability, employee's
maximum reimbursement for such calendar year shall, in any such
event, be reduced proportionately on the basis of the number of full
months of employment during such calendar year.

	When applying for reimbursement under the above-stated plan,
employee shall submit to NOVA, at least quarterly, all doctor, dental,
hospitalization, or any other medical bills, including premium
notices for health or accident insurance, for verification by NOVA
prior to payment.  Failure to comply with this provision may, within
the discretion of NOVA, terminate employee's right to reimbursement.
Payment by NOVA under the above-stated plan may be made at the
time or times determined by NOVA in its discretion, but in no event
shall such payments be made later than the end of the month following
the close of any calendar year.

	Reimbursement for medical care provided under the above-stated
plan shall be made by NOVA only in the event and to the extent that
such reimbursement or payment is not provided for under any insurance
policy or policies, whether owned by NOVA or by employee, and to the
extent of the coverage under any such policy or policies, NOVA shall
be relieved of any and all liability under the above-stated plan.

7.	Termination by NOVA.

	NOVA may terminate this Agreement:

     (a)	for cause by delivery of written notice if Employee has
engaged in willful material breach of duty in the course of Employee's
employment, in the case of Employee's habitual neglect of Employee's
duty or conviction of a felony; or

     (b)	by delivery of written notice if Employee has suffered a
disability which prevents Employee's performance of Employee's
full-time duties under this Agreement.  For purposes hereof, Employee
will be deemed to have suffered a disability if any physical or
mental condition prevents Employee from providing full-time services
to NOVA for an aggregate of 90 days during any period of 180 days.

Notwithstanding the foregoing, however, prior to termination by NOVA
pursuant to Section 7(a), Employee shall have a period of 30 days in
which to cure any breach under Section 7(a)  (if such breach is of a
nature that it can be cured) from the date of delivery of a notice to
Employee by NOVA setting forth in detail the particular failure or
other breach of duty hereunder.  In the event of termination by
NOVA under Section 7(a) Employee shall be entitled to receive no
further compensation or benefits hereunder except for base
compensation and benefits which shall have vested or accrued and
remain unpaid as of the last consecutive day upon which Employee
render full-time services hereunder and Employee shall not be
entitled to receive any accrued but unpaid bonus compensation.  In
the event of termination by NOVA under Section 7(b), Employee shall
be entitled to receive $72,000 and any bonus compensation which is
accrued but unpaid as of the date of the termination notice delivered
by NOVA.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits , will continue for a 12-month
period after the date of such termination notice under Section 7 (b).

8.	Termination by Employee.

	Employee may terminate this Agreement at any time subject to
the provisions set forth in Section 2 above and in the event of such
termination, Employee shall be entitled to receive no further
compensation or benefits hereunder except for benefits which have
vested, unpaid base compensation which has accrued and bonus
compensation which has been earned and remains unpaid as of the last
consecutive day upon which Employee renders full-time services
hereunder.

9.	Constructive Termination.

	In the event that (i) any person or entity (other than NOVA)
becomes the beneficial owner of securities of NOVA representing a
majority of the voting power of the securities of NOVA, (ii) or in
the event that any person or entity (other than NOVA) becomes the
beneficial owner of securities of NOVA representing a majority of the
voting power of the securities of NOVA, (iii) or in the event that a
Change of Control of NOVA (as hereinafter defined) occurs, (iv) or in
the event that all or substantially all of NOVA's assets (as computed
on a consolidated basis) are sold, or (v) in the event that NOVA is
merged with any entity and such entity is the survivor and a person
or entity (other than NOVA) becomes the beneficial owner of
securities of such survivor representing a majority of the voting
power of the securities of such survivor, (in each case referenced
in clauses (i) through (v) above, a "Sale of the Company"), NOVA
shall be deemed to have terminated Employee upon consummation of such
transaction, and $144,000 shall be paid to Employee in cash at the
closing of such transaction.  In addition, the amount of any accrued
but unpaid bonus compensation as of the date of closing of the Sale
of the Company (as determined in accordance with Section 5 hereof)
shall be paid to Employee in cash within thirty (30) days after the
date of closing.  In the event of such constructive termination,
Employee agrees to cooperate with NOVA, its affiliates and/or the
purchaser for a period of up to ninety (90) days following the
closing at NOVA's request to assist in the transition to a new
management and/or winding up or liquidation of NOVA and/or its
affiliates; provided, however, that it is specifically agreed that
Employee shall not be required during such 90-day period to provide
services to the Company in the capacity set forth in Section 1
hereof.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits but including the expense
reimbursement advance, will also continue for a 15-month period after
the closing of the Sale of the Company.  For purposes of this
Agreement, the term "Change of Control of NOVA" shall mean a change
in the composition of the Board of Directors of NOVA such that the
incumbent members of the Board of Directors on the date hereof (as
the composition of the same is subsequently changed from time to time
hereafter by election, retirement and removal in the normal course of
affairs) cease to represent a majority of the members of such Board
as a result of (i) a change in ownership of NOVA Common Shares, (ii)
the consolidation or merger of NOVA with or into an unrelated third
party, or (iii) a proxy solicitation done for the purpose of
effecting such a change.

10.	Material Breach; Liquidation Damages.

	Employee may terminate this Agreement upon material breach by
NOVA of any material provision hereof by delivering written notice to
NOVA's Board of Directors; provided, however, that prior to
termination of Employee, NOVA shall have a period of 30 days in which
to cure such breach (if such breach is of a nature that it may be
cured) from the date of delivery of a notice to NOVA by Employee
setting forth in detail the particular breach hereunder.  Upon such
termination, Employee shall be entitled to receive as liquidated
damages the severance compensation set forth in Section 4 above
(including any accrued but unpaid bonus compensation as set forth
therein) and the benefits outlined in Section 6 hereof (other than
any pension or other retirement benefits but including the expense
reimbursement advance), for one year or for the remaining term of the
contract which ever is greater.

11.	Disputes.

	Any dispute or controversy arising under, out of, in connection
with or in relation to the termination of this Agreement (i) by NOVA
pursuant to Section 7(a), (ii) by Employee pursuant to Section 10, or
(iii) pursuant to Section 9, shall be determined and settled by
submission for hearing to an arbitrator in an expedited arbitration
proceeding conducted in Glendale, Colorado in accordance with the
rules and procedures of the American Arbitration Association.  Such
submission and hearing shall be initiated by any party by delivery of
written notice to the other party demanding a hearing and specifying
the controversy or dispute to be settled.  The decision of the
arbitrator shall be binding and conclusive on the parties hereto.  In
the case of a dispute arising under Section 7(a) hereunder, if NOVA
is determined by the arbitrator to have terminated this Agreement
other than in accordance with the provisions of Section 7(a),
Employee shall be entitled to receive the severance compensation set
forth in Section 4 (including any accrued but unpaid bonus as set
forth therein) in a lump sum payment (less any portion thereof
previously paid to Employee) and to receive all other benefits set
forth in Section 6 (other than any pension or other retirement
benefits but including the expense reimbursement advance) for a
period of 15 months after the date the arbitrator's decision is
rendered (as reduced by any period of time during the pendancy  of
the arbitration in which Employee received such benefits).  In the
case of a dispute arising under Section 10 hereof, if Employee is
determined by the arbitrator to have terminated this Agreement other
than in accordance with the provisions of Section 10 hereof, Employee
shall not be entitled to receive any compensation or benefits from or
after the last consecutive day upon which Employee rendered full-time
services hereunder except for base compensation, bonus compensation
and benefits which shall have accrued, been earned or vested as of
such day, and if Employee shall have received any compensation to
which Employee is not entitled hereunder, Employee shall immediately
pay over to NOVA an amount  equal to such unearned compensation.
Because time is of the essence in the resolution of any dispute or
controversy to be settled pursuant to this Section 11, the parties
agree that any unreasonable delay of the proceedings before the
arbitrator by any party hereto may be the subject of sanctions by the
arbitrator and each of the parties hereto agrees to use its best
efforts to cause the final resolution of any dispute or controversy
hereunder to occur within three months of the date of termination
giving rise thereto.

12.	Duty to Mitigate; Offset.

	It is expressly agreed and understood that in the event of the
termination of this Agreement (i) by NOVA pursuant to Section 2
hereof, (ii) by Employee pursuant to Section 10 hereof, or (iii)
pursuant to Section 9 hereof, Employee shall have no affirmative duty
to mitigate the damages payable to Employee by NOVA and further that
no amounts actually earned or accrued by Employee for employment or
similar services during the period of time subsequent to such
termination will be offset against any amounts to which Employee is
otherwise entitled hereunder.

13.	Entire Agreement; Modification; Etc.

	This Agreement sets forth the entire understanding between
Employee and NOVA, and there are no terms, conditions,
representations, warranties or covenants other than those contained
herein and all prior personal service or employment agreements
(whether written, oral or implied) between Employee (or any company
through which Employee provide Employee's services) and NOVA or any
affiliate or predecessor of NOVA are terminated as of the commencement
of the term of this Agreement and Employee hereby waives all rights
under any such prior personal service or employment agreements
which accrue after the date of the execution hereof.  No term or
provision of this Agreement may be amended, waived, released,
discharged or modified in any respect except in writing, signed by
each of the parties hereto or by the party to be bound thereby.  No
waiver of any breach or default shall constitute a waiver of any
other breach or default, whether of the same or any other provision.
A delay or failure to assert rights or a breach of this Agreement
shall not be deemed to be a waiver of such right either with respect
to that breach or any subsequent breach.

14.	Assignment.

	This Agreement may not be assigned by either party.

15.	Colorado Law.

	This Agreement will be governed by and construed in accordance
with the internal laws of the State of Colorado applicable to
contracts to be executed and performed wholly in that state.

NOVA NATURAL RESOURCES CORPORATION

By:  ____________________________	Dated:
       President

READ, ACCEPTED AND AGREED TO:

________________________________	Dated:
Brian B. Spillane

EXHIBIT 4.4
                  EXECUTIVE EMPLOYMENT AGREEMENT
                            CHRIS TSE

This document will set forth the terms of the agreement between CHRIS
TSE ("Employee") and NOVA NATURAL RESOURCES CORPORATION, a Colorado
corporation,  ("NOVA" or "Employer") and is effective as of March 1,
2001.

1.	Employment.

	Employee will serve as a vice president of NOVA and as such
Employee will perform those duties which are normal and customary in
the industry for like positions. Employee will be responsible to the
President and CEO of NOVA and will perform all assigned tasks, which
include those indicated in Employee's Job Description.  In Employee's
capacity as an employee of NOVA,  Employee will perform such duties
for NOVA and its affiliates as they may reasonably require and as
assigned and will report directly to the President of NOVA.  Employee
will perform full-time services on an exclusive basis for NOVA and
its affiliates.

2.	Term.

	The term of this Agreement will commence on the date hereof and
continue until terminated by either party giving to the other not
less than 90 days notice in writing; provided, however, that
Employee and Company may not give such notice during the first thirty
six (36) months of the term hereof; and, provided further, that this
Agreement will in any event terminate on the seventh anniversary
hereof.  Employee acknowledges that NOVA is not required to actually
utilize Employee's services hereunder, but this shall not release
NOVA of its obligation to pay Employee the compensation set forth
herein, subject to NOVA's right to terminate this Agreement or to
continue Employee's employment after expiration of the term hereof,
and Employee expressly acknowledges that no promises or
understandings to the contrary have been made or reached.

3.	Base Compensation.

	NOVA will pay Employee a base salary of $48,000 per annum.
NOVA will be responsible for all applicable withholding taxes,
including unemployment insurance, workers compensation insurance,
if applicable, social security taxes and NOVA's portion of state and
federal taxes.   Such salary will be payable in regular monthly
installments on NOVA's regular paydays during the term.   Salary may
be paid in stock but as soon as NOVA's cash flow allows, in cash.
Employee may, subject to available funds and at the sole discretion
of NOVA sell all or a portion of stock issued in lieu of salary back
to NOVA at Employee's cost.

4.	Severance.

	Upon termination of this Agreement by NOVA pursuant to Section
2 above, NOVA agrees  to pay Employee in cash in US dollars, any
portion of the salary owed to date and for the 90-day notification
period during which the services of Employee are not required by NOVA.
Additionally, NOVA agrees to pay any bonus compensation (as
determined in accordance with Section 5 below) which is accrued but
unpaid as of the last day of the 90-day notification period (whether
or not Employee renders services hereunder until such date), plus any
accrued vacation pay or other paid time off, to such date.  All
severance compensation set forth in this Section 4 shall be paid in a
single lump sum payment which shall be due and payable on the last
day of the 90-day notification period, with the exception of accrued
but unpaid bonus compensation (as determined in accordance with
Section 5 below), which shall be paid in accordance with Section 5.

5.	Bonus Compensation.

	NOVA agrees to implement a bonus plan as approved by the Board
of Directors, which will reward Employee for his performance and
achievement based on standards set by the Board.

6.	Other Benefits.

	Employee will receive a quarterly annual expense reimbursement
advance in an amount as determined by the board. Employee will
account for all expenses in accordance with NOVA's then prevailing
policy (which shall include appropriate itemization and
substantiation of expenses incurred and shall require receipts for
all expenses over $25.00), not less than monthly.  NOVA will
additionally reimburse Employee for Employee's reasonable and
necessary business expense in excess of such amount in accordance
with its then prevailing policy.  Employee will be entitled to
two (2) weeks vacation per year with pay during the term of this
agreement.   Employee may accrue no more than three (3) weeks
vacation and any vacation accrued and not used by the end of the
calendar year in excess of three (3) weeks shall be forfeited.  Any
travel undertaken on behalf of NOVA may be business class (or
better, as NOVA policy permits).  Employee may take Employee's spouse
on business trips with Employee so long as Employee reimburses NOVA
for (i) the difference between the value of one business class (or
first class, if applicable) airfare and the aggregate cost of the
airfare for Employee and Employee's spouse, and (ii) all other
incremental or additional costs incurred or occasioned by Employee's
spouse.  Employee may be granted options in accordance with the NOVA
Share Option and Bonus Schemes.  The grant of options is at the
discretion of the management of NOVA.  Employee and Employee's family
will be eligible to participate in the current NOVA health and
medical plans when established, at no cost to Employee.  Employee
expressly agrees and acknowledges that after the expiration of the
term hereof, Employee will be entitled to no additional benefits not
expressly set forth herein, except as specifically provided under the
benefit plans referred to herein and those benefit plans in which
Employee may subsequently become a participant, and subject in all
cases to the terms and conditions of each such plan.

7.	Termination by NOVA.

	NOVA may terminate this Agreement:

(a)	for cause by delivery of written notice if Employee have
engaged in willful material breach of duty in the course of
Employee's employment, in the case of Employee's habitual neglect of
Employee's duty or conviction of a felony; or

(b)	by delivery of written notice if Employee has suffered a
disability which prevents Employee's performance of Employee's
full-time duties under this Agreement.  For purposes hereof, Employee
will be deemed to have suffered a disability if any physical or
mental condition prevents Employee from providing full-time services
to NOVA for an aggregate of 90 days during any period of 180 days.

Notwithstanding the foregoing, however, prior to termination by NOVA
pursuant to Section 7(a), Employee shall have a period of 30 days in
which to cure any breach under Section 7(a)  (if such breach is of a
nature that it can be cured) from the date of delivery of a notice to
Employee by NOVA setting forth in detail the particular failure or
other breach of duty hereunder.  In the event of termination by
NOVA under Section 7(a) Employee shall be entitled to receive no
further compensation or benefits hereunder except for base
compensation and benefits which shall have vested or accrued and
remain unpaid as of the last consecutive day upon which Employee
render full-time services hereunder and Employee shall not be
entitled to receive any accrued but unpaid bonus compensation.  In
the event of termination  by NOVA under Section 7(b), Employee shall
be entitled to receive $48,000 and any bonus compensation which is
accrued but unpaid as of the date of the termination notice delivered
by NOVA.  All benefits set forth in Section 6 hereof, other than any
pension or other retirement benefits , will continue for a 12-month
period after the date of such termination notice under Section 7 (b).

8.	Termination by Employee.

	Employee may terminate this Agreement at any time subject to
the provisions set forth in Section 2 above and in the event of such
termination, Employee shall be entitled to receive no further
compensation or benefits hereunder except for benefits which have
vested, unpaid base compensation which has accrued and bonus
compensation which has been earned and remains unpaid as of the last
consecutive day upon which Employee renders full-time services
hereunder.

9.	Constructive Termination.

	In the event that (i) any person or entity (other than NOVA)
becomes the beneficial owner of securities of NOVA representing a
majority of the voting power of the securities of NOVA, (ii) or in
the event any person or entity (other than NOVA) becomes the
beneficial owner of securities of NOVA representing a majority of the
voting power of the securities of NOVA, (iii) or in the event  a
Change of Control of NOVA (as hereinafter defined) occurs, (iv) or
in the event all or substantially all of NOVA's assets (as computed
on a consolidated basis) are sold, or (v) NOVA is merged with any
entity and such entity is the survivor and a person or entity (other
than NOVA) becomes the beneficial owner of securities of such
survivor representing a majority of the voting power of the
securities of such survivor, (in each case referenced in clauses (i)
through (v) above, a "Sale of the Company"), NOVA shall be deemed to
have terminated Employee upon consummation of such transaction, and
$96,000 shall be paid to Employee in cash at the closing of such
transaction.  In addition, the amount of any accrued but unpaid bonus
compensation as of the date of closing of the Sale of the Company
(as determined in accordance with Section 5 hereof) shall be paid to
Employee in cash within thirty (30) days after the date of closing.
In the event of such constructive termination, Employee agrees to
cooperate with NOVA, its affiliates and/or the purchaser for a period
of up to ninety (90) days following the closing at NOVA's request to
assist in the transition to a new management and/or winding up or
liquidation of NOVA and/or its affiliates; provided, however, that it
is specifically agreed that Employee shall not be required during
such 90-day period to provide services to the Company in the capacity
set forth in Section 1 hereof.  All benefits set forth in Section 6
hereof, other than any pension or other retirement benefits but
including the expense reimbursement advance, will also continue for
a 15-month period after the closing of the Sale of the Company.  For
purposes of this Agreement, the term "Change of Control of NOVA"
shall mean a change in the composition of the Board of Directors of
NOVA such that the incumbent members of the Board of Directors on the
date hereof (as the composition of the same is subsequently changed
from time to time hereafter by election, retirement and removal in
the normal course of affairs) cease to represent a majority of the
members of such Board as a result of (i) a change in ownership of
NOVA Common Shares, (ii) the consolidation or merger of NOVA with or
into an unrelated third party, or (iii) a proxy solicitation done for
the purpose of effecting such a change.

10.	Material Breach; Liquidation Damages.

	Employee may terminate this Agreement upon material breach by
NOVA of any material provision hereof by delivering written notice to
NOVA's Board of Directors; provided, however, that prior to
termination of Employee, NOVA shall have a period of 30 days in which
to cure such breach (if such breach is of a nature that it may be
cured) from the date of delivery of a notice to NOVA by Employee
setting forth in detail the particular breach hereunder.  Upon such
termination, Employee shall be entitled to receive as liquidated
damages the severance compensation set forth in Section 4 above
(including any accrued but unpaid bonus compensation as set forth
therein) and the benefits outlined in Section 6 hereof (other than
any pension or other retirement benefits but including the expense
reimbursement advance), for one year or for the remaining term of the
contract which ever is greater.

11.	Disputes.

	Any dispute or controversy arising under, out of, in connection
with or in relation to the termination of this Agreement (i) by NOVA
pursuant to Section 7(a), (ii) by Employee pursuant to Section 10, or
(iii) pursuant to Section 9, shall be determined and settled by
submission for hearing to an arbitrator in an expedited arbitration
proceeding conducted in Glendale, Colorado in accordance with the
rules and procedures of the American Arbitration Association.  Such
submission and hearing shall be initiated by any party by delivery of
written notice to the other party demanding a hearing and specifying
the controversy or dispute to be settled.  The decision of the
arbitrator shall be binding and conclusive on the parties hereto.  In
the case of a dispute arising under Section 7(a) hereunder, if NOVA
is determined by the arbitrator to have terminated this Agreement
other than in accordance with the provisions of Section 7(a),
Employee shall be entitled to receive the severance compensation set
forth in Section 4 (including any accrued but unpaid bonus as set
forth therein) in a lump sum payment (less any portion thereof
previously paid to Employee) and to receive all other benefits set
forth in Section 6 (other than any pension or other retirement
benefits but including the expense reimbursement advance) for a
period of 15 months after the date the arbitrator's decision is
rendered (as reduced by any period of time during the pendancy  of
the arbitration in which Employee received such benefits).  In the
case of a dispute arising under Section 10 hereof, if Employee is
determined by the arbitrator to have terminated this Agreement other
than in accordance with the provisions of Section 10 hereof, Employee
shall not be entitled to receive any compensation or benefits from or
after the last consecutive day upon which Employee rendered full-time
services hereunder except for base compensation, bonus compensation
and benefits which shall have accrued, been earned or vested as of
such day, and if Employee shall have received any compensation to
which Employee is not entitled hereunder, Employee shall immediately
pay over to NOVA an amount  equal to such unearned compensation.
Because time is of the essence in the resolution of any dispute or
controversy to be settled pursuant to this Section 11, the parties
agree that any unreasonable delay of the proceedings before the
arbitrator by any party hereto may be the subject of sanctions by the
arbitrator and each of the parties hereto agrees to use its best
efforts to cause the final resolution of any dispute or controversy
hereunder to occur within three months of the date of termination
giving rise thereto.

12.	Duty to Mitigate; Offset.

	It is expressly agreed and understood that in the event of the
termination of this Agreement (i) by NOVA pursuant to Section 2
hereof, (ii) by Employee pursuant to Section 10 hereof, or (iii)
pursuant to Section 9 hereof, Employee shall have no affirmative duty
to mitigate the damages payable to Employee by NOVA and further that
no amounts actually earned or accrued by Employee for employment or
similar services during the period of time subsequent to such
termination will be offset against any amounts to which Employee is
otherwise entitled hereunder.

13.	Entire Agreement; Modification; Etc.

	This Agreement sets forth the entire understanding between
Employee and NOVA, and there are no terms, conditions,
representations, warranties or covenants other than those contained
herein and all prior personal service or employment agreements
(whether written, oral or implied) between Employee (or any company
through which Employee provide Employee's services) and NOVA or any
affiliate or predecessor of NOVA are terminated as of the
commencement of the term of this Agreement and Employee hereby waives
all rights under any such prior personal service or employment
agreements which accrue after the date of the execution hereof.
No term or provision of this Agreement may be amended, waived,
released, discharged or modified in any respect except in writing,
signed by each of the parties hereto or by the party to be bound
thereby.  No waiver of any breach or default shall constitute a
waiver of any other breach or default, whether of the same or any
other provision.  A delay or failure to assert rights or a breach of
this Agreement shall not be deemed to be a waiver of such right
either with respect to that breach or any subsequent breach.

14.	Assignment.

	This Agreement may not be assigned by either party.

15.	Colorado Law.

	This Agreement will be governed by and construed in accordance
with the internal laws of the State of Colorado applicable to
contracts to be executed and performed wholly in that state.

NOVA NATURAL RESOURCES CORPORATION

By:  ____________________________	Dated:
       President

READ, ACCEPTED AND AGREED TO:

________________________________	Dated:
Chris Tse

EXHIBIT 4.5

               ATTORNEY RETAINER  AGREEMENT  PRIVATE

	NOVA NATURAL RESOURCES CORPORATION, A Colorado Corporation,
(hereinafter referred to as "Client") retains and agree to pay the
undersigned, (hereinafter referred to as "Attorney") and Attorney
agrees to represent the Client in the following legal matter on the
terms and conditions following:

Description Of Matter(s):  General legal services as assigned from
time to time.

1.   RETAINER AND FEES.  Client will pay Attorney for services
rendered legal fees either on a  per hour basis, as set forth herein,
or by payment of a regular retainer as set forth herein, plus all
costs, expenses, including paralegal services.  Hourly time will be
charged to the nearest 1/10 of an hour. Hourly records will be sent
to Client on a regular basis and Client agrees to review said records
and raise any issues with Attorney within sixty (60) days of
receiving any statement or invoices.  In the alternative, Client may
pay Attorney a retainer amount for general legal services which
retainer amount will be adjusted annually, based upon the work
performed by Attorney during the prior year.  Client may pay the
Attorney by delivering securities of a value equal to the amount due,
at Client's option.

2.   EXCLUDED LEGAL SERVICE.  Unless specifically included by being
typed in or written in as part of the above description of this legal
matter, the fee does not include and an additional charge will be
made for all legal services performed in handling any other legal
matter for Client. Attorney reserves the right to refuse to provide
services and may retain outside legal counsel to assist on certain
matters with the consent of Client.

3.   COSTS AND EXPENSES.  The costs and expenses which are incurred
in furtherance of Client's legal matter are in addition to and are
not part of the attorneys' fee.  Attorney will incur no extraordinary
expense nor any expense in excess of $500.00 without prior approval
of Client. Client will reimburse the actual amount of all such
ordinary and reasonable costs and expenses.  Said costs and expenses
shall include but not be limited to disbursements, copy costs, long
distance charges, fax charges, mail and fed-ex charges, travel
expenses and other costs and expenses incurred on behalf of Client by
the Attorney, his staff, or persons employed by him for Client's case.
Client may object to the reasonableness of any such expenses or costs
within sixty (60) days of receiving a statement for payment thereof.
It is understood that Attorney is merely being reimbursed for said
costs and expenses and is not selling such to Client.

4.   PAYMENT.  All sums due to the Attorney shall be paid by the
Client upon presentation of statements therefor unless other
arrangements for payment satisfactory to the Attorney are made in
writing.   All sums due are payable within 10 days of Client's
receipt of a statement.   A late charge will be imposed on any
portion of the previous month's balance which is not timely paid of
1% per month or an annual percentage rate of 12%.

5.    DISPUTE RESOLUTION.  Client and Attorney agree that in the
event a dispute arises out of this agreement or any matter related to
the relationship between them as Attorney and Client, that said
matter or matters will be resolved first by mediation and then if
unsuccessful, by arbitration pursuant to the rules of mediation and
arbitration of the American Arbitration Association.  In the
alternative, Client may elect to settle fee disputes by using
alternatives offered by  the State Bar Association.

6.   WITHDRAWAL.  In the event that Client fails to pay any sums
to Attorney  when due, Client hereby grants the Attorney authority to
withdraw as counsel for Client.

7.    DISCLAIMER OF WARRANTY AND MERGER OF AGREEMENT.  Attorney has
made no warranties as to the successful result or conclusion of
Client's legal matter, and all expressions made by Attorney relative
thereto are matters of Attorney's opinion only.  This agreement
constitutes the entire agreement of the parties and supersedes all
prior written and oral agreements or representations regarding its
subject matter.

DATED this 10th  day July, 2001.

Mark D. Stubbs, Attorney at Law    NOVA NATURAL RESOURCES CORPORATION

		/S/						/S/
------------------------------     ---------------------------
						By:
                                   ---------------------------

EXHIBIT 4.6
               NOVA NATURAL RESOURCES CORPORATION
              2001 NON-QUALIFIED STOCK OPTION PLAN

         This 2001  Non-Qualified  Stock  Option Plan correctly sets
forth the provisions of the 2001 Non-Qualified Stock Option Plan.

                           ARTICLE I
                    ESTABLISHMENT AND PURPOSE

          I.1  Establishment.  Nova Natural Resources Corporation, a
Colorado corporation ("Company"), hereby establishes a Non-Qualified
stock option plan for employees, members of the board of directors,
independent contractors, consultants and advisors,  providing
material services other than those independent contractors and
consultants involved in capital-raising activities  including
fundraising and  public  relations,  to the  Company  and its present
and future  subsidiaries which shall be known as the "2001
NON-QUALIFIED STOCK  OPTION  PLAN"  (the  "Plan").  None of the
options  issued to  employees pursuant to the Plan may constitute
incentive  stock options within the meaning of Section 422 of the
Internal Revenue Code. Options issued pursuant to the Plan shall
constitute non-qualified options.

          I.2  Purpose.  The  purpose  of  this  Plan is to  enhance
shareholder investment by attracting,  retaining, and motivating key
employees,  independent contractors, consultants and advisors of the
Company,  and to encourage stock ownership by such persons by
providing them with a means to acquire a proprietary interest in the
Company's success.

                           ARTICLE II
                           DEFINITIONS

          II.1 Definitions.  Whenever used herein, the following
terms shall have the respective meanings set forth below, unless the
context clearly requires otherwise, and when said meaning is intended,
the term shall be capitalized.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Code" means the Internal Revenue Code, as amended.

          (c)  "Committee" shall mean the Committee provided by
Article IV hereof, which may be created at the discretion of the
Board.

          (d)  "Company" means Nova Natural Resources Corporation, a
Colorado corporation.

          (e)  "Consultant" means any  person  or  entity, including
a Parent Corporation or a Subsidiary  Corporation,  who provides
services (other than as an Employee) to the Company, a Parent
Corporation or  a  Subsidiary  Corporation,  and  shall  include
independent contractors, Non-Employee Officers and Non-Employee
Directors, as defined subsequently.

          (f)  "Date of Exercise" means the date the Company
receives notice, by an  Optionee, of the  exercise of an Option
pursuant to Section VIII.1 of this Plan.  Such notice shall indicate
the number of shares of Stock the Optionee intends to exercise.

          (g)  "Employee" means any person, including an officer or
director of the Company or a Subsidiary  Corporation,  who is
employed by the Company or a Subsidiary Corporation or a director of
the Company or a  Subsidiary Corporation.

          (h)  "Fair  Market  Value"  means the fair market value of
Stock upon which an option is granted under this Plan, determined as
follows:

          (i)  So long as the Stock is  listed  or  traded  on the
OTC  Bulletin Board, the NASDAQ Stock Market or a national securities
exchange, the Fair Market  Value shall be the average of the last
reported sale  prices of the Stock for the 20  trading  days  prior
to the date of grant of this option, provided that if no sale is made
on any such trading day, the last  reported  sale price shall be the
average of the closing bid and asked prices for such day; or
Otherwise, Fair Market Value shall be an amount, not less than book
value, determined by the Board, such determination to be final and
binding on the Holder.

          (j)  "Non-Employee Director" means a member of the Board
who is not an employee of the Company at the time an Option is
granted hereunder.

          (k)  Non-Employee  Officer" means an officer of the Company
who is not an employee of the Company at the time an Option is
granted hereunder.

          (l)  "Non-qualified  Option"  means an Option  granted
under this Plan which is not  intended to qualify as an  incentive
stock  option within  the  meaning of  Section  422 of the Code.
Non-qualified Options may be granted at such times and subject to
such restrictions as the Board shall determine without conforming to
the statutory rules of Section 422 of the Code applicable to
incentive stock options.

          (m)  "Option"  means the right,  granted  under this Plan,
to purchase Stock of the Company at the option  price for a specified
period of  time.  For  purposes  of  this  Plan,  an  Option  may  be
a Non-qualified Option.

          (n)  "Optionee" means an  Employee or Consultant holding an
 Option under the Plan.

          (o)  "Parent  Corporation" shall have the meaning set forth
in Section 424(e) of the Code with the Company being treated as the
employer corporation for purposes of this definition.

          (p)  "Subsidiary  Corporation" shall have the meaning set
forth in Section  424(f) of the Code with the Company being treated
as the employer corporation for purposes of this definition.

          (q)  "Significant  Shareholder"  means an individual
who, within the meaning of Section  422(b)(6) of the Code, owns stock
possessing more than ten percent of the total combined voting power
of all classes of stock of the Company or of any Parent Corporation
or Subsidiary Corporation of the Company. In determining whether an
individual is a Significant Shareholder, an individual shall be
treated as owning stock owned by certain relatives of the individual
and certain stock owned by  corporations  in which the individual is
a shareholder, partnerships in which the individual is a partner,
and estates or trusts of which the individual is a beneficiary, all
as provided in Section 424(d) of the Code.

          (r)  "Stock"  means the $.10 par value common stock of the
Company.

         II.2 Gender and Number. Except when otherwise indicated by
the context, any masculine terminology when used in this Plan also
shall include the feminine gender, and the definition of any term
herein in the singular also shall include the plural.

                            ARTICLE III
                   ELIGIBILITY AND PARTICIPATION

          III.1  Eligibility  and  Participation.  All  Employees are
eligible to participate in this Plan and receive Non-qualified Options
under the Plan. All Consultants are eligible to participate in this
Plan and receive  Non-qualified Options hereunder.  Optionees in the
Plan shall be selected by the  Board, in its sole discretion, from
among those Employees and Consultants who, in the opinion of the
Board, are in a position to contribute materially to the Company's
continued growth and development and to its long-term financial
success.

                             ARTICLE IV
                           ADMINISTRATION

          IV.1 Administration.  The Board shall be responsible for
administering the Plan.

          a)  The Board is authorized to interpret the Plan;  to
prescribe, amend, and rescind rules and regulations relating to the
Plan; to provide for conditions and assurances deemed necessary
advisable to protect the interests of the Company; and to make all
other determinations necessary or advisable for the administration
of the Plan.  Determinations, interpretations, or other  actions made
or taken by the Board, pursuant to the provisions of this Plan, shall
be final and binding and conclusive for all purposes and upon all
persons.

          (b)  At  the  discretion  of  the  Board, this Plan may be
administered by a Committee  which shall be an executive committee of
the Board, consisting of not less than two members of the Board.  The
members of such  Committee may be directors who are eligible to r
receive Options under this Plan, but Options may be granted to such
persons only by action of the full Board and not by action of the
Committee. At such time as the  Company  has any class of  equity
security  which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, the Committee shall consist solely
of two or more  Non-Employee Directors  as that term is defined in
Rule 16b-3 under that Act.  Such Committee shall have full power and
authority, subject to the limitations of the Plan and any limitations
imposed by the Board,  to construe, interpret and administer this
Plan and to make determinations which  shall  be  final, conclusive
and  binding upon all persons, including, without limitation, the
Company, the shareholders, the directors and any persons having any
interests in any Options which may be granted under this Plan, and,
by resolution or resolution  providing for the creation and issuance
of any such Option, to fix the terms upon which,  the time or times
at or within which, the price or prices at which  any such  shares
may be purchased from the Company upon the exercise of such Option.
Such terms, time or times and price or prices shall, in every case,
be set forth or incorporated by reference in the instrument or
instruments evidencing such Option, and shall be consistent with the
provisions of this Plan.

         (c) If the  Committee has been  appointed,  the Board may
from time to time remove members from, or add members to, the
Committee. The Board may terminate the Committee at any time.
Vacancies on the Committee, howsoever caused, shall be filled by the
Board.  The Committee shall select one of its members as Chairman,
and shall hold meetings at such times and places as the Chairman may
determine.  A majority of the Committee at which a quorum is present,
or acts reduced to or approved in writing by all of the members of
the Committee, shall be the valid  acts of the Committee.  A quorum
shall consist of two-thirds (2/3) of the members of the Committee.

           (d)  Where the Committee has been created by the Board,
references in this Plan to actions to be taken by the Board  shall be
deemed to refer to the Committee as well, except where limited by
this Plan or by the Board.

           (e) The Board shall have all of the  enumerated powers of
the Committee,  but shall not be limited to such  powers.  No member
of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any
Option granted under it.

                          ARTICLE V
                  STOCK SUBJECT TO THE PLAN

          V.1 Number.  The total number of shares of Stock hereby
made available and reserved for issuance under the Plan upon exercise
of Non-Qualified Options shall be 11,653,000.  The aggregate number
of shares of Stock available under this Plan shall be subject to
adjustment as provided in Section V.3. The total number of shares of
Stock may be authorized but unissued shares of Stock, or Shares
acquired by purchase as directed by the Board from time to time in
its discretion, to be used for issuance upon exercise of Options
granted hereunder.

          V.2 Unused Stock. If an Option shall expire or terminate
for any reason without having been exercised in full, the unpurchased
shares of Stock subject thereto shall (unless the Plan shall have
terminated) become available for other Options under the Plan.

          V.3  Adjustment  in  Capitalization.  In the event of any
change in the outstanding shares of  Stock by reason of a stock
dividend or split, recapitalization, reclassification, or other
similar corporate change, the aggregate number of shares of Stock set
forth in Section V.1 shall be appropriately  adjusted by the Board,
whose  determination shall be conclusive; provided however, that
fractional shares shall be rounded to the nearest whole share.  In
any such case,  the number and kind of shares that are subject to any
Option (including any Option outstanding after termination of
employment) and the Option price per share shall be proportionately
and appropriately adjusted without any change in the aggregate Option
price to be paid therefor upon exercise of the Option.

                           ARTICLE VI
                     DURATION OF THE PLAN

          VI.1  Duration of the Plan.  Subject to approval of
shareholders, the Plan shall be in effect for ten years from the date
of its  adoption by the Board. Any Options outstanding at the end of
said period shall remain in effect in accordance with their terms.
The Plan shall terminate before the end of said period if all Stock
subject to it has been purchased pursuant to the exercise of Options
granted under the Plan.

                          ARTICLE VII
                   TERMS OF STOCK OPTIONS

          VII.1 Grant of Options.  Subject to Section V.1, Options
may be granted to Employees or Consultants  at any time and from time
to time as determined by the Board. The Board shall have complete
discretion in determining the terms and conditions  and  number of
Options  granted to each  Optionee.  In making  such determinations,
the Board may take into account the nature of services rendered by
such Employees or Consultants,  their present and potential
contributions to the Company and its Subsidiary Corporations, and
such other factors as the Board in its discretion shall deem relevant.

          (a) The  Board  is  expressly  given  the  authority  to
issue amended or replacement Options with respect to shares of Stock
subject to an Option previously granted hereunder. An amended Option
amends the terms of an  Option  previously  granted  and  thereby
supersedes  the previous  Option.  A  replacement  Option is similar
to a new  Option granted hereunder except that it provides that it
shall be forfeited to the extent that a previously  granted  Option
is  exercised,  or except that its issuance is conditioned  upon the
termination of a previously granted Option.

          VII.2 Option Agreement; Terms and Conditions to Apply
Unless Otherwise Specified. As determined by the Board on the date of
grant, each Option shall be evidenced by an Option agreement  (the
"Option  Agreement") that includes the non-transferability provisions
required by Section  X.2 hereof and  specifies: whether the Option
is a Non-qualified  Option; the Option price; the duration of the
Option; the number of shares of Stock to which the Option applies;
any vesting or exercisability restrictions which the Board may
impose.  All such terms and conditions shall be determined by the
Board at the time of grant of the Option.

          (a) If not otherwise specified by the Board, the following
terms and conditions shall apply to Options granted under the Plan:

               (i)  Term.  The duration of the Option shall be five
years from the date of grant.
              (ii) Exercise of Option. Unless an Option is terminated
as provided hereunder, an Optionee may exercise his Option for up to,
but not in excess of, the amounts of shares subject to the Option
specified hereafter, The Optionee may exercise his Options in whole
or in part, and at any time and from time to time within its term but
it shall not be  exercisable after the expiration of five (5) years
from the date on which it was granted.

          (b) The Board  shall be free to specify  terms and
conditions other than those set forth above, in its discretion
provided Options already issued are not changed.

          VII.3 Option  Price.  The Option Price shall be determined
by the Board of  Directors, except that Option Price for consultants
and/or independent contractors may not be ess than Fair Market Value
on the date of grant.  The Option  exercise price shall be subject to
adjustment as provided in Section V.3 above.

          VII.4 Term of  Options.  Each Option  shall  expire at such
time as then Board shall determine when it is  granted, provided
however that under no circumstances shall a Non-qualified Option be
exercisable later than the tenth anniversary date of its grant.

          VII.5  Exercise of Options.  Options granted under the Plan
shall be exercisable at such times and be subject to such restrictions
and conditions as the Board  shall in each instance approve, which
need not be the same for all Optionees.

          VII.6  Payment.  Payment  for all shares of Stock  shall be
made at the time that an Option, or any part thereof,  is exercised,
and no shares shall be issued until full payment  therefor has been
made.  Payment shall be made (i) in cash, or (ii) if acceptable to
the Board, in Stock or in some other form.

                           ARTICLE VIII
                 WRITTEN NOTICE, ISSUANCE OF STOCK
                CERTIFICATES, SHAREHOLDER PRIVILEGES

          VIII.1 Written Notice.  An Optionee wishing to exercise an
Option shall give written notice to the Company, in the form and
manner prescribed by the Board.  Full payment for the shares exercised
pursuant to the Option must accompany the written notice.

          VIII.2 Issuance of Stock Certificates. As soon as
practicable after the receipt of written notice and payment, the
Company shall deliver to the Optionee or to a permitted  nominee of
the Optionee a certificate or certificates for the requisite number
of shares of Stock.

          VIII.3  Privileges  of a  Shareholder.  An Optionee or any
other person entitled to exercise an Option under this Plan shall not
have stockholder privileges with respect to any Stock covered by the
Option until the date of issuance of a stock certificate for such
stock.

                          ARTICLE IX
            TERMINATION OF EMPLOYMENT OR SERVICES

          IX.1 Death. If an Optionee's employment in the case of an
Employee, or provision of services as a consultant in the case of a
Consultant, terminates by reason of death, the Option may thereafter
be exercised at any time prior to the expiration date of the Option
or within 12 months after the date of such death, whichever period is
the shorter, by the person or persons entitled to do so under the
Optionee's will or, if the Optionee shall fail to make a testamentary
disposition of an Option or shall die intestate, the Optionee's legal
representative or representatives.  The Option shall be exercisable
only to the extent that such Option was exercisable as of the date of
death.

          IX.2 Termination  other than for Cause or Due to Death. In
the event of an  Optionee's termination of employment in the case of
an Employee, or termination of the provision of services as a
Consultant in the case of a Consultant,  other than by reason of
death, the Optionee may exercise such portion of his Option as was
exercisable by him at the date of such termination (the "Termination
Date") at any time within three months of the Termination Date;
provided, however, that where the Optionee is an Employee, and is
terminated due to disability within the meaning of Code ss. 422, he
may exercise such portion of his Option as was exercisable by him on
his Termination Date within one year of his Termination Date.  In any
event, the Option cannot be exercised after the expiration of the
term of the Option.  Options not exercised within the applicable
period specified above shall terminate.

          (a) In the case of an Employee, a change of duties or
position within the Company or an  assignment of employment in a
Subsidiary Corporation or Parent Corporation of the Company, if any,
or from such a Corporation to the Company,  shall not be considered
a termination of employment for purposes of this Plan.

         (b) The Option Agreements may contain such provisions as the
Board shall approve with reference to the effect of approved
of absence upon termination of employment.

          IX.3  Termination for Cause. In the event of an Optionee's
termination of employment in the case of an Employee,  or termination
of the provision of services as a Consultant in the case of a
Consultant, which termination is by the Company or a Subsidiary
Corporation for cause, any Option or Options held by him under the
Plan, to the extent not exercised before such termination, shall
terminate upon notice of termination for cause.

                         ARTICLE X
                    RIGHTS OF OPTIONEES

         X.1 Service.  Nothing in this Plan shall interfere with or
limit in any way the right of the Company or a Subsidiary Corporation
to terminate any Employee's employment, or any Consultant's services,
at any time, nor confer upon any Employee any right to continue in
the employ of the Company or a Subsidiary Corporation, or upon any
Consultant any right to continue to provide services to the Company
or a Subsidiary Corporation.

          X.2  Non-transferability.  All Options granted under this
Plan shall be nontransferable by the Optionee,  other than by will or
the laws of descent and distribution,  and shall be exercisable
during the Optionee's lifetime only by the Optionee.

                        ARTICLE XI
               OPTIONEE-EMPLOYEE'S TRANSFER
                   OR LEAVE OF ABSENCE

          XI.1 Optionee-Employee's  Transfer  or Leave of  Absence.
For purposes of this Plan:

          (a) A transfer of an Optionee who is an Employee from the
Company to a Subsidiary Corporation or Parent Corporation,  or from
one such Corporation to another, or

          (b) A leave of absence for such an Optionee which is duly
authorized in writing by the Company or a Subsidiary Corporation
shall not be deemed a termination of employment.  However, under no
circumstances may an Optionee exercise an Option during any leave of
absence, unless  authorized by the Board.

                          ARTICLE XII
                  AMENDMENT, MODIFICATION, AND
                    TERMINATION OF THE PLAN

          XII.1 Amendment, Modification, and Termination of the Plan.

          (a) The  Board  may at any time terminate, and from time
to time may amend or modify the Plan,  provided, however, that no
such  action of the Board, without approval of the shareholders, may:

                (i)  increase  the total  amount of Stock which may
be  purchased through Options granted under the Plan,  except as
provided in Article V;

               (ii) change the class of Employees or Consultants
 eligible to receive Options;

               (b) No amendment, modification, or termination of the
Plan shall in any manner adversely affect any outstanding Option
under the Plan without the consent of the Optionee holding the Option.

                          ARTICLE XIII
                ACQUISITION, MERGER OR LIQUIDATION

          XIII.1   Acquisition.

          (a) In the event that an Acquisition occurs with
respect to the Company, the Company shall have the option, but not
the obligation, to cancel Options  outstanding as of the effective
date of Acquisition, whether or not such Options are then exercisable,
in return for payment to the  Optionees  of an amount  equal to a
reasonable  estimate of an amount  (hereinafter the "Spread") equal
to the difference  between the net amount per share payable in the
Acquisition or as a result of the Acquisition,  less the exercise
price of the Option.  In estimating the Spread, appropriate
adjustments to give effect to the existence of the Options shall be
made, such as deeming the Options to have been excised,  with the
Company receiving the exercise price payable thereunder, and treating
the shares receivable upon exercise of the Options as being
outstanding in determining the net amount per share.

          (b) For purposes of this section,  an "Acquisition" shall
mean any transaction in which substantially all of the Company's
assets are acquired or in which a controlling amount of the Company's
outstanding shares are  acquired, in each case by a single person or
entity or an affiliated group of persons and entities. For purposes
of this section, a controlling amount shall mean more than 50% of the
issued and outstanding shares of stock of the Company. The Company
shall have such an option regardless of how the Acquisition is
effectuated, whether by direct purchase, through a merger or similar
corporate transaction, or otherwise.  In cases where the acquisition
consists of the acquisition of assets of the Company,  the net amount
per share shall be calculated on the basis of the net amount
receivable with respect to shares upon a distribution and liquidation
by the Company after giving effect to expenses and charges, including
but not limited to taxes, payable by the Company before the
liquidation can be completed.

          (c) Where the Company does not exercise its option under
this Section  XIII.1 the remaining provisions of this Article XIII
shall apply, to the extent applicable.

          XIII.2  Merger or  Consolidation.  Subject to any required
action by the shareholders, if the Company shall be the surviving
corporation in any merger or consolidation, any Option granted
hereunder shall pertain to and apply to the securities  to which a
holder of the  number of shares of Stock  subject  to the Option
would have been entitled in such merger or consolidation.

         XIII.3  Other Transactions.  A dissolution or a liquidation
of the Company or a merger and  consolidation in which the Company is
not the surviving corporation shall cause every Option  outstanding
hereunder to terminate as of the effective date of such dissolution,
liquidation, merger or consolidation. However, the Optionee either
(i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the
Optionee an option (the "Substitute Option") to purchase its shares
on terms and conditions both as to number of shares and otherwise,
which will substantially preserve to the Optionee the rights and
benefits of the Option outstanding hereunder granted by the Company,
or (ii) shall have the right immediately prior to such dissolution,
liquidation, merger, or consolidation to exercise any unexercised
Options whether or not then exercisable, subject to the provisions of
this  Plan.  The Board shall have absolute and uncontrolled
discretion to determine  whether the Optionee has been offered a firm
commitment and whether the tendered Substitute Option will
substantially reserve to the Optionee the rights and  benefits of the
Option  outstanding  hereunder.  In any event, any Substitute Option
for an Incentive Stock Option shall comply with the requirements of
Code Section 424(a).

                           ARTICLE XIV
                   SECURITIES REGISTRATION

           XIV.1 Securities Registration. In the event that the
Company shall deem it necessary or desirable to register under the
Securities Act of 1933, as amended, or any other applicable statute,
any Options or any Stock with respect to which an Option may be or
shall have been granted or exercised, or to qualify any such Options
or Stock under the Securities  Act of 1933, as amended, or any other
statute,  then the Optionee shall cooperate with the Company and take
such action as is necessary to permit  registration or  qualification
of such Options or Stock.

          XIV.2  Representations.  Unless the Company has determined
that the following representation is unnecessary, each person
exercising an Option under the Plan may be required by the Company,
as a condition to the issuance of the shares pursuant to exercise of
the Option, to make a representation in writing (i) that he is
acquiring such shares for his own account for investment and not with
a view to, or for sale in connection  with, the  distribution of any
part thereof, (ii) that before any transfer in connection with the
resale of such shares, he will obtain the written opinion of counsel
for the Company, or other counsel acceptable to the Company,  that
such shares may be  transferred.  The Company may also require that
the certificates representing such shares contain legends reflecting
the foregoing.

                            ARTICLE XV
                         TAX WITHHOLDING

          XV.1 Tax  Withholding.  Whenever shares of Stock are to be
issued in satisfaction of Options exercised under this Plan, the
Company shall have the power to require the recipient of the Stock to
remit to the Company an amount sufficient to satisfy federal, state,
and local withholding tax requirements.

                           ARTICLE XVI
                        INDEMNIFICATION

          XVI.1 Indemnification.  To the extent permitted by law,
each person who is or shall have been a member of the Board shall be
indemnified  and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any
claim, action, suit, or proceeding to which he may be a party or in
which he may be involved  by reason of any action  taken or failure
to act under the Plan and against and from any and all amounts paid
by him in settlement thereof, with the Company's approval, or paid by
him in satisfaction of judgment in any such action, suit, or
proceeding  against him,  provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf.  The
foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled
under the Company's articles of incorporation or bylaws,  as a matter
of law, or otherwise, or any power that the Company or any Subsidiary
Corporation may have to indemnify them or hold them harmless.

                          ARTICLE XVII
                      REQUIREMENTS OF LAW

          XVII.1 Requirements of Law. The granting of Options and the
issuance of shares of Stock  upon the exercise of an Option shall be
subject to all applicable laws, rules, and  regulations,  and to such
approvals by any governmental agencies or national securities
exchanges as may be required.

          XVII.2 Governing Law. The Plan, and all agreements
hereunder,  shall be construed in accordance with and governed by
the laws of the State of  Colorado.

                          ARTICLE XVIII
                     EFFECTIVE DATE OF PLAN

          XVIII.1  Effective Date. The Plan shall be effective on
September 1, 2001.

                          ARTICLE XIX
                NO OBLIGATION TO EXERCISE OPTION

          XIX.1 No Obligation to Exercise. The granting of an Option
shall impose no obligation upon the holder thereof to exercise such
Option.

                          ARTICLE XX
                     STOCKHOLDER APPROVAL

          XX.1  Stockholder  Approval.  This Plan shall be submitted
for approval and ratification by a vote of the holders of a majority
of the shares of Common Stock of the Company no later than
December 31, 2001 and shall not affect the validity of any Option
issued under this Plan.

         THIS 2001  NON-QUALIFIED  STOCK OPTION PLAN was adopted by
the Board of Directors of NOVA NATURAL RESOURCES CORPORATION on
August 28, 2001 to be effective on that date.

NOVA NATURAL RESOURCES CORPORATION

-----------------------------------
Edward Chan, President and
Chief Executive Officer

EXHIBIT 4.7

RESALE PROSPECTUS

NOVA NATURAL RESOURCES CORPORATION

TO 11,653,000 SHARES OF COMMON STOCK WHICH THE SELLING SHAREHOLDERS
MAY RESELL UNDER THIS PROSPECTUS

You should read this resale prospectus carefully before you invest.
This prospectus relates to 11,653,000 shares of common stock $.10 par
value per share (the  "Common Stock") of Nova Natural Resources
Corporation (the  "Company").  The stockholders of the Company listed
in the "Selling Stockholders" section of this resale prospectus may
offer and resell shares of Common Stock under this resale prospectus
for their own accounts.  Nova Natural Resources Corporation will not
receive any proceeds from the resale of these shares by the selling
stockholders.

These shares were issued or are issuable to the selling stockholders
and others as follows:

(i)  11,653,000 shares issued and issuable under the 2001
Non-Qualified Stock Option Plan (the "Plan")

     The selling stockholders may offer their common stock through
public or private transactions, at prevailing market prices or at
privately  negotiated prices. These future prices are not currently
known.

     Nova Natural Resources Corporation stock is traded on the NASDAQ
OTC Bulletin Board under the symbol  "NVNU".  During the last 30
trading days prior to August 22, 2001, the average reported sale
price for the common stock on the NASDAQ  OTC Bulletin Board was
$.11 per share.

     See Risk Factors beginning on page 2 to read about factors you
should consider before buying shares of common stock.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY
REPRESENTATION  MADE TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is August 28, 2001.

RISK FACTORS

     You should carefully consider the risks described below before
deciding whether to invest in Nova Natural Resources Corporation.  If
any of the contingencies discussed in the following paragraphs or
other materially adverse events actually materialize, the business,
financial condition and results of operations of Nova Natural
Resources Corporation could be materially and adversely affected.
In such a case, the trading price of Nova Natural Resources
Corporation common stock could decline, and you could lose all or
part of your investment.

     A variety of factors could cause the Company's actual results
and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking
statements.  The risks and uncertainties that may affect the
operations, performance, development and results of the Company's
business include, but are not limited to, the following:

 Limited Sources of Funding

(a)  Present and anticipated sources of funds may be insufficient to
meet the Company's working capital needs.  In prior years, the
Company's manufacturing operations were able to utilize the credit of
a much larger parent company to finance its working capital needs.
Since these operations are no longer associated with that parent
company, the credit facilities of the parent are no longer available,
and it is more difficult and not always possible for the Company's
manufacturing operations to secure adequate financing to support the
level of sales the Company is capable of attaining. In addition, the
Company presently has no liquid funds in North America, and since
such funds are necessary to cover its administrative expenses and
other costs of maintaining its corporate office and fulfilling its
obligations as a public company, the Company will have to either
borrow such funds, transfer funds from its manufacturing operations,
or raise new capital to cover such costs.  Its ability to raise funds
for such purposes is not known at this time.

Product Sales Subject to Market Fluctuations and Changing Technology

(b)  The Company may not be able to attain the level of sales of its
products it has been able to achieve in the past.  Sales of
electronic products which are manufactured by the Company --
Television sets, DVD equipment, Computers and Computer Monitors --
all are subject to fluctuations in both demand and in price dependent
on the strength of the economies into which these products are sold.
Forecasting the strength of these markets and the Company's ability
to maintain or increase market share is difficult at best.
Electronic technology changes rapidly, and the manufacture and sale
of these products is very competitive.  The Company competes with
many companies, most of which are considerably larger.  The Company
also manufactures products on an OEM basis for several large
electronics manufacturers, and the level of such sales is dependent
on the ability of those companies to market their brand-name products,
an ability over which the Company has no control.

Impact of China's Acceptance into the World Trade Organization

(c) If China is accepted into the World Trade Organization ("WTO"),
the Company will be positioned to expand its market area, which is
currently limited to Southeast Asia and the Middle East.  At the
present time, it cannot be determined whether China will be accepted
into the WTO, when this will occur, or what effect it will actually
have on the Company's business and operations.

Impact of Changes in Chinese Government

(d)  At present, the Chinese Government is supportive of numerous
measures which have been undertaken or are planned which are
favorable to the growth of manufacturing operations within the PRC,
particularly if such operations export a significant portion of their
production.  A change in leadership is expected to take place within
the Chinese Government over the next several years.  There can be no
guarantee that the Government will continue its supportive policies,
nor can it can determined what effect, if any, changes in Government
policy will have on the Company's operations in the future.

Fluctuations in Common Stock Price

(e) The Company's common stock is subject to wide fluctuations in
price due to, but not limited to the following factors:

   (i)  the amount of stock in public hands is small relative to the
capitalization of the Company, and trading volume has generally been
light, which tends to result in  significant price changes dependent
on whether there is an abundance of either buyers or sellers;

   (ii)  variations in our quarterly or annual financial results, or
those of our competitors.  The Company's electronics manufacturing
operations tend to be cyclical from quarter to quarter within a given
fiscal year.

   (iii)  the market's perception of companies involved in high-tech
activities varies considerably, and is greatly influenced by results
and projected results of other high-tech companies, even though there
may be little relation between the business activities of those
companies and those of our company;

   (iv)  an economic downturn is presently underway in the United
States, and in other countries.  Prices of and the demand for common
stock usually reflect economic conditions;

   (v)  the comments of financial analysts about the Company's
prospects, both positive and negative, can greatly influence
purchases and sales of our common stock;

   (vi)  publicity -- both favorable and unfavorable;

Length of Time in Business

(f)  The Company has not been in business for a long period of time,
and may encounter risks and difficulties unknown to it at this time
which could have an unfavorable effect on the Company's ability to
operate profitably.

Limited Window of Opportunity

(g)  The Company believes there is currently a window of opportunity
to acquire other profitable high growth companies based in the PRC
which wish to attain multi-national status and achieve a listing of
their shares in the United States.  Accordingly, we are discussing
with various such companies the possibility of exchanging shares of
Nova for the assets and/or shares of these companies.  These
discussions have not yet resulted in the signing of a Letter of
Intent with any such company, and it cannot be determined when, or
if, a Letter of Intent might be signed, or if signed, whether the
transaction contemplated will be successfully completed.  It is
Management's intent to pursue such opportunities if, in our judgment,
such transactions would be in the best interests of the shareholders.
However, there can be no guarantee that such transactions, if
successful, will be beneficial to the Company.  Future revenues and
profits will depend heavily on management's ability to acquire
businesses, and to retain or attract management to operate these
businesses profitably.  The Company may, from time to time acquire
a minority interest in such companies by exchanging shares of the
Company's common or preferred stock for shares of common or preferred
stock of such companies.  In that event, the Company may have little
or no control over the operations of the company with which it has
exchanged shares.  In addition, since such companies are likely
to be privately-held, the Company may be unable to sell the shares
so acquired at all, or at a price which will either recover the
Company's investment cost or provide a return on investment.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

     This prospectus contains both historical and forwardlooking
statements. All statements other than statements of historical fact
are, or may be deemed to be, forwardlooking  statements  within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.  The forwardlooking
statements in this prospectus are not based on historical facts, but
rather reflect the current expectations of the management of Nova
Natural Resources Corporation concerning future results and events.

     The  forward-looking  statements  generally can be identified by
the use of terms such as "believe," "expect," "anticipate," "intend,"
"plan," "foresee," "likely," "will" or other similar words or phrases.
Similarly, statements that describe the objectives,  plans or goals
of Nova Natural Resources Corporation are or may be forwardlooking
statements.

     Forward-looking  statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of Nova Natural Resources Corporation
to be different from any future results, performance and achievements
expressed or implied by these statements.  You should review
carefully all information, including the financial statements and the
notes to the financial statements included in this prospectus.  In
addition to the factors discussed above under "Risk  Factors," the
following important factors could affect future  results, causing the
results to differ materially from those expressed in the
Forwardlooking statements in this prospectus:

       -    the  timing, impact and other uncertainties related to
pending and future acquisitions by Nova Natural Resources Corporation

      -    the timing or ability to raise capital

      -    the ability to attract and retain qualified management

      -    interest rate fluctuations and other capital market
conditions.

     These factors are not necessarily all of the important factors
that could cause actual results to differ  materially from those
expressed in the forwardlooking statements in this prospectus.  Other
unknown or unpredictable factors also could have material adverse
effects on the future results of Nova Natural Resources Corporation.
The forwardlooking statements in this prospectus are made only as of
the date of this prospectus and Nova Natural Resources Corporation
does not have any obligation to publicly update any forwardlooking
statements to reflect subsequent  events or circumstances.  Nova
Natural Resources Corporation cannot assure you that projected
results will be achieved.

USE OF PROCEEDS

     Because this prospectus is solely for the  purpose of permitting
the participants in the 2001 Non-Qualified Stock Option Plan
("Participants") employees of Nova being paid with share certificates
to offer and sell shares, Nova Natural Resources Corporation will not
receive any proceeds from the sale of the shares being offered.  The
selling stockholders will receive all the  proceeds.  However, Nova
Natural Resources Corporation, will  receive the proceeds from any
exercise of stock options which will be used for general corporate
purposes.

DETERMINATION OF OFFERING PRICE

     This offering is solely for the purpose of allowing Participants
to sell shares. The Participants may elect to sell some or all of
their shares when they choose, in the near future or at a later date,
at the price at which they choose to sell. As the market develops,
the Participants will determine the price for their shares.

DILUTION

     This offering is for sales of shares by  Participants.  Such
sales will not result in any dilution to the net tangible book value
per share of the common stock of Nova Natural Resources Corporation
before and after the sales.

PARTICIPANTS

     The Participants acquired beneficial ownership of all the shares
offered for resale pursuant to this prospectus in compensatory
transactions.  These transactions include stock bonuses for employees
and stock options issued or issuable under the 2001 Non-Qualified
Stock Option Plan. A shareholder is deemed to beneficially own
shares held in his or her name and certain shares he or she does not
own but has the right to acquire upon option exercise or otherwise
within 60 days after the date of this prospectus.

     After the sales are complete, the selling stockholders under
this prospectus, beneficially owning 1% or more of the outstanding
common stock will be Brian B. Spillane 1.7% and Edward T.S. Chan 3.0%
based on 233,059,751 shares issued and outstanding on August 28,
2001.

PLAN OF DISTRIBUTION

     Nova Natural Resources Corporation is registering this offering
of shares on behalf of the Participants.   Nova Natural Resources
Corporation will pay all costs, expenses and fees related to the
registration, including all registration and filing fees, printing
expenses, fees and disbursements of its counsel, blue sky fees and
expenses.  The  Participants will pay any underwriting  discounts
and selling commissions in connection with the sale of the shares.

     The Participants may sell the shares covered by this prospectus
from time to time in one or more transactions through the OTC
Bulletin Board or an interdealer quotation system, on one or more
securities exchanges, in alternative trading markets or otherwise,
at prices and at terms then prevailing or at  prices  related  to the
then current market price, or in negotiated transactions. The
Participant will determine the prices at which  they sell their
shares in these transactions.  The Participant may effect the
transactions By selling the shares to or through broker-dealers.
In effecting sales, broker-dealers engaged by the Participants may
arrange for other brokerdealers to participate in the resales.  The
shares may be sold by one or more, or a combination, of the following:

     -    a block trade in which the brokerdealer attempts to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction,

     -   purchases by a brokerdealer as principal and resale by the
brokerdealer for its account,

     -    ordinary  brokerage  transactions and transactions in which
the broker solicits purchasers,
and
     -    privately negotiated transactions.

     The amount of securities to be offered or resold by means of
this prospectus  by each Participant, and any other person with whom
he or she is acting in concert for the purpose of selling  securities
of Nova Natural Resources Corporation, is limited by SEC Rule 144(e)
(1) and (2). The number of shares resold may not exceed, during any
three-month period, the greater of:

     -    1% of the shares of the class outstanding as shown by the
most recent report published by the issuer, or

     -    the average weekly reported volume of trading in such
securities during the four calendar weeks preceding the date of
receipt of the order to execute the transaction by the broker or the
date of execution of the transaction directly with a market maker.
For the purpose of determining the amount of securities sold during
any three-month period, the following provisions shall apply:

         (i) Where both convertible securities and securities of the
class into which they are convertible are sold, the amount of
convertible securities sold shall be deemed to be the amount of
securities of the class into which they are convertible for the
purpose of determining the aggregate amount of securities of both
classes sold;

         (ii) The amount of securities sold for the account of a
pledgee thereof, or for the account of a purchaser of the pledged
securities, during any period of three months within one year after
a default in the obligation secured by the pledge, and the amount of
securities sold during the same three-month period for the account
of the pledgor shall not exceed, in the aggregate, the amount
specified in paragraph SEC Rule 144(e)(1) or (2), whichever is
applicable;

         (iii) The amount of securities sold for the account of a
donee thereof during any period of three months within one year after
the donation, and the amount of securities sold during the same
three-month period for the account of the donor, shall not exceed,
in the aggregate, the amount specified in paragraph SEC Rule 144(e)(1)
or (2), whichever is applicable;

         (iv) Where  securities were acquired by a trust from the
settlor of the trust, the amount of such securities sold for the
account of the trust during any period of three months within one
year after the acquisition of the securities by the trust, and the
amount of securities sold during the same three-month period for the
account of the settlor, shall not exceed, in the aggregate, the
amount specified in paragraph SEC Rule 144(e)(1) or (2), whichever is
applicable.

         (v) The amount of  securities  sold for the  account of the
estate of a deceased  person,  or for the  account of a  beneficiary
of such  estate, during any period of three months and the amount of
securities sold during  the same period for the account of the
deceased  person prior to his death  shall not  exceed,  in the
aggregate,  the amount  specified  in SEC Rule  144(e) (1) or (2),
whichever is applicable;  provided,  that no limitation on amount
shall  apply if the estate or beneficiary thereof is not an affiliate
of the issuer;

         (vi)  When two or more affiliates or other persons agree to
act in concert for the purpose of selling securities of an issuer,
all securities of the same class sold for the account of all such
persons during any period of three months shall be aggregated for
the purpose of determining the limitation on the amount of securities
sold;

         (vii)  The  following  sales  of  securities  need not be
included in determining the amount of securities sold:  securities
sold pursuant to an effective registration statement under the
Securities Act; securities sold pursuant to an exemption provided by
Regulation  A under the Securities Act;  securities sold in a
transaction exempt pursuant to Section 4 of the Securities Act and
not involving any public offering;  and securities sold offshore
pursuant to Regulation S under the Securities Act.

         The Participants may enter into hedging transactions with
broker-dealers. In these transactions, broker-dealers may engage in
short sales of the common stock in the course of hedging the
positions they assume with the Participants.  The Participants also
may sell the common stock short pursuant to this prospectus and
redeliver the shares to close out these short positions. The
Participants  may enter into option or other transactions with
broker-dealers that require the  delivery to the  broker-dealer
of the shares covered by this prospectus.  The broker-dealer may then
resell or otherwise transfer the shares pursuant to this prospectus.
The Participants also may loan or pledge the shares to a
broker-dealer. The broker-dealer may then sell the loaned shares or,
upon a default by the Participant, the broker-dealer may sell the
pledged shares pursuant to this prospectus.

         The Participants may engage in other financing transactions
that may include forward contract transactions or borrowings from
financial institutions in which the shares are pledged as security.
In connection with any of these forward contract transactions, the
Participants would pledge shares to secure their obligations and the
counterparty to these transactions would sell the common stock short
to hedge its transaction with the Participant. Upon a default by the
Participant under any of these financings, including a forward
contract transaction,  the pledgee or its transferee may sell the
pledged shares pursuant to this prospectus.  Any such pledgee or its
transferee will be identified in this prospectus by  post-effective
amendment to the registration statement of which it is a part.

         Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from the Participant.
Broker-dealers or agents may also receive compensation from the
purchasers of the shares for whom they act as agents or to whom they
sell as principals, or both. Compensation to a particular
broker-dealer may be in excess of customary commissions and will be
in amounts to be negotiated with a Participant in connection with the
sale.  Broker-dealers or  agents, any other participating
broker-dealers and the Participants may be deemed to be
"underwriters"  within the meaning of Section 2(11) of the Securities
Act in connection with sales of the shares. Accordingly, any
commission, discount or concession received by them and any profit on
the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions  under the Securities Act.
Because the Participants may be deemed to be "underwriters" within
the meaning of Section 2(11)of the Securities Act, the Participants
will be subject to the prospectus delivery requirements of the
Securities Act.

      The Participants will be subject to applicable provisions of
the Securities Exchange Act of 1934 and the associated rules and
regulations, including  Regulation M. These  provisions may limit
the timing of purchases and sales of  shares of the common stock of
Nova Natural Resources Corporation by the participants.  Nova Natural
Resources Corporation will make copies of this prospectus available
to the  Participants and has informed them of the need for delivery
of copies of this prospectus to purchasers at or before the time of
any sale of the shares.

LEGAL OPINION

         Stubbs Law Offices, Twin Falls, Idaho has passed upon the
legality of the shares offered by this prospectus.

EXPERTS

     The  consolidated  statements of operations, stockholders'
equity and cash flows of Nova Natural Resources Corporation included
in this prospectus for the years ending September 30, 2000 and
September 30, 1999, have been included herein by reference, in
reliance on the report of Hein + Associates LLP, independent certified
public accountants, given on authority of that firm as experts in
accounting and auditing.

         The combined statements of operations, stockholders' equity
and cash flows of Zhuhai Donghao Electronic Development Ltd. as
at December 31, 2000 and 1999 which appears in the Company's Report
on Form 8-K, as amended, for an event which occurred on February 27,
2001, has been included herein by reference, in reliance on the report
of Eddy S.L. Chin, Chartered Accountant, an independent chartered
accountant, given on authority of that firm as experts in accounting
and auditing.

      With respect to the unaudited interim financial information
included herein, neither the independent certified public accountants
nor the chartered accountants, have audited the information and
neither has expressed an opinion or any other form of assurance with
respect to this information.

How To Obtain Additional Information

         Nova Natural Resources Corporation has filed a registration
statement with the Securities and Exchange Commission relating to the
securities offered by this prospectus.  The prospectus does not
contain all of the information set forth in the registration
statement.  For further information with respect Nova Natural
Resources Corporation and the securities offered by this prospectus,
refer to the registration statement. In addition, Nova Natural
Resources Corporation is subject to the informational reporting
requirements of the Exchange Act and in accordance therewith file
reports, proxy statements and other information with the Securities
and Exchange Commission. These reports, proxy and information
statements and other information may be inspected and copied at the
public reference facilities maintained by the SEC.   You may read
and copy the registration statement and any materials Nova Natural
Resources Corporation files with the Securities and Exchange
Commission at the Securities and Exchange Commission's Public
Reference Room at450 Fifth Street, N.W., Washington, DC 20549.
The public may obtain  information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1800SEC0330.  The Securities and Exchange Commission also maintains
an Internet site at www.sec.gov where Nova Natural Resources
Corporation Securities and Exchange Commission filings can be viewed.

EXHIBIT 5.1

                     STUBBS LAW OFFICES
                    212 2ND Avenue West
                     Twin Falls, 83301
                  Telephone 208-734-6677
                  Facsimile 208-733-8373

August 28, 2001

Nova Natural Resources Corporation
4340 Kentucky Avenue, Suite 418
Glendale, Colorado 80246-2060
Fax: 720.524.1364

     Re:  Form S-8 Registration Statement

Gentlemen:

   You have  requested  that we furnish you our legal opinion with
respect to the legality of the following described  securities of
Nova Natural Resources, Inc. Inc. (the "Company") covered by a Form
S-8 Registration  Statement, as amended through the date  hereof
(the  "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering such securities
under the Securities Act of 1933 in connection with 10,000,000
shares of common  stock,  $.10  par  value issuable  pursuant to a
Consulting Agreement dated June 8, 2001;  2,500,000 shares of common
stock, $.10 par value issuable pursuant to Employment Agreements
Dated August 23, 2001, and July 10, 2001; and  11,653,000 shares of
common stock, $.10 par value issuable pursuant to  the 2001
Non-Qualified Stock Option Plan (the "Shares.")

     In connection with this opinion,  we have examined the corporate
records of the Company, including the Company's Articles of
Incorporation,  Bylaws, and the Minutes of its Board of Directors and
Shareholders meetings, the Agreement, the Registration  Statement,
and such other documents and records as we deemed relevant in order
to render this opinion.

     Based on the  foregoing,  it is our opinion  that,  after the
Registration Statement becomes effective and the Shares have been
issued and  delivered as described therein, the Shares will be
validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion with Securities
and Exchange Commission as an exhibit to the Registration Statement
and further consent to statements made therein  regarding our firm
and use of our name under the heading  "Legal  Matters"  in the
Prospectus  constituting  a part of such Registration Statement.

                      /s/ Stubbs Law Offices

 				STUBBS LAW OFFICES

EXHIBIT 23.2

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in the Registration
Statement Form S-8 of Nova Natural Resources Corporation of our
report dated November 20, 2000, accompanying the financial statements
of Nova Natural Resources Corporation, also incorporated by reference
contained in such Registration Statement, and to the use of our name
and the statements with respect to us, as appearing under the heading
"Experts" in the Prospectus.

HEIN+ASSOCIATES LLP

Denver, Colorado
August 29, 2001

EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

     As an independent chartered accountant, I hereby consent to the
incorporation by reference in the Registration Statement on Form S-8
of my report relating to the financial statements of Nova Natural
Resources Corporation, which report appears in the Company's Report
on Form 8-K, as amended, for an event which occurred on February 27,
2001 and to all references to this firm included in such Registration
Statement.

                              /s/
				EDDY S.L. CHIN
 				CHARTERED ACCOUNTANT

Toronto, Canada
August 28, 2001