EXHIBIT 4.2

                         DIRECTOR COMPENSATION AGREEMENT

         This Director  Compensation  Agreement  (the  "Agreement")  is made and
entered into as of February 28, 2003 by and between  Nova  International  Films,
Inc. (the "Company"),  a Delaware  corporation,  and Yau-sing Tang ("Tang") with
reference to the following:

         A.       Tang has been duly appointed as a director of the Company.

         B.       The  parties  hereto  desire  to set  forth  the  terms of the
                  compensation  for Tang  acting in the  capacity as director of
                  the Company.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
         set forth in this  Agreement,  the receipt and  sufficiency  are hereby
         acknowledged, the parties hereto agree as follows:

         1. Issuance of Shares. For the period commencing on the date hereof and
terminating  on the earlier to occur of (a) the second  anniversary  of the date
hereof,  or (b) the date when Tang ceases to act as a director  of the  Company,
either by reason of resignation,  removal or otherwise (the "Term"), the Company
shall  issue to Tang the  following  shares  (the  "Shares")  for each month (or
portion  thereof) in which Tang is acting as a director:  30,000  Shares.  It is
expressly  agreed that the  compensation  set forth herein shall be the sole and
exclusive compensation payable to Tang for acting in the capacity as a director.
Notwithstanding  the  foregoing,  nothing  herein shall preclude the Company and
Tang from  agreeing to  additional  compensation  for services to be rendered by
Tang in a capacity other than acting as a director.

         2.  Registration  Rights. As soon as practicable after the date hereof,
the Company shall file a Registration  Statement on Form S-8 covering the resale
of the  Shares.  Pending  effectiveness  of  the  Registration  Statement,  Tang
acknowledges  that the Shares shall be restricted shares as such term is defined
in Rule  144  under  the  Securities  Act of  1933,  as  amended.  Tang  further
acknowledges that the certificate(s)  evidencing the Shares which are restricted
shares shall bear a customary Rule 144 legend.

         3. No Commitment.  In entering into this Agreement,  the Company is not
committing to having Tang serve as director for any  particular  period of time,
and the Company shall have no liability to Tang  hereunder in the event that the
Company or the board of  directors  removes Tang as a director or does not agree
to name  Tang to the  management  slate  in  connection  with  the  election  of
directors.

         4. Miscellaneous.

         (a) This Agreement  shall be governed and construed in accordance  with
the laws of the State of Delaware, without giving regard to the conflict of laws
provisions thereof.

         (b) This Agreement constitutes the entire agreement of the parties with
respect to the subject  matter hereof and  supercedes  all prior  agreements and
understandings  of the parties,  oral and written,  with respect to such subject
matter.



         (c) This Agreement may be executed in counterparts, each of which shall
be deemed an original,  but both of which together shall  constitute one and the
same  instrument.  Each  party  hereto  may  receive by  delivery  or  facsimile
transmission  or other  electronic  means a duplicate  original of the Agreement
executed by the other  party,  and each party  agrees  that the  delivery of the
Agreement by facsimile  transmission or other electronic means will be deemed to
be an original of the Agreement so transmitted.

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

                                                 Nova International Films, Inc.,
                                                 a Delaware corporation



                                                 By:
                                                    ----------------------------



                                                 -------------------------------
                                                 Yau-sing Tang