Exhibit 1

                            LOAN CONVERSION AGREEMENT

     The  parties  hereto  agree that  effective  April 18, 2001 the loan in the
principal amount of $200,000 made by Century Capital  Management to Wowtown.com,
Inc.  (now named  Phoenix  Star  Ventures,  Inc.) is  converted  into  5,000,000
post-split  shares of Phoenix  Star  Ventures,  Inc. It is  understood  that the
5,000,000 shares of common stock to be issued to Century Capital Management Ltd.
will be  restricted  securities  as  that  term is  defined  in Rule  144 of the
Securities and Exchange Commission.


                                 PHOENIX STAR VENTURES, INC.


                                 By     /s/ Stephen Jackson
                                      -----------------------------------
                                      Stephen Jackson, President


                                 CENTURY CAPITAL MANAGEMENT LTD.


                                 By     /s/ Andrew Hromyk
                                      -----------------------------------
                                      Andrew Hromyk, President