<PAGE>

                                                                  EXHIBIT 10.1

                              JOINT VENTURE AGREEMENT

CHAPTER 1    GENERAL PROVISIONS

In accordance with the "People's Republic of China on Joint Venture Using
Chinese and Foreign Investment" and other relevant Chinese laws and
regulations, Wuhan Dongfeng paper Mill Company and Orient Financial Services
Ltd., adhering to the principle of equality and mutual benefit and through
friendly consultations, agree to jointly invest to set up a joint venture
enterprise in Wuhan the People's Republic of China. The contract hereunder is
worked out.

CHAPTER 2    PARTIES AND THE JOINT VENTURE

ARTICLE 1

Parties of this contract are as follows : Wuhan Dongfeng Paper Mill Company
(hereafter referred to as Party!), registered at Wuhan City, China and its
legal address is at 61 Hanxier Road, Qiaokou District, Wuhan City, Hubei
Province, China

Legal representative :     Name : Li Yi Chun
                           Position : General Manager
                           Nationality: Chinese

Qrient Financial Services Ltd. (hereafter refereed to as Party B), registered
with the Hong Kong Securities & Futures Commission. Its legal address at 13C,
chinaweal Center, 414-424 Jaffe Road, Wanchai, Hong Kong.

Legal representative :     Name : Nils A Olliquist
                           Position : Managing Director
                           Nationality : Australian

CHAPTER 3    ESTABLISHMENT OF THE JOINT VENTURE COMPANY

In accordance with the Law of the People's Republic of China on Joint
Ventures Using Chinese and Foreign Investment" and other relevant Chinese
laws and regulations, both parties of the joint venture agrees to set up a
joint venture limited liability company (hereinafter referred to as the joint
venture company) at Wuhan City.

ARTICLE 2

The name of the joint venture company is Wuhan Dong Feng Paper Limited
Liability Company.

The legal address of the joint venture company is at 12 Jianyi Road, Qiaokou
District, Wuhan, Hebei Province, China.

<PAGE>

ARTICLE 3

All activities of the joint venture company shall be governed by the laws,
decrees and pertinent rules and regulations of the People's Republic of China.

ARTICLE 4

The organisation form of the joint venture company is a limited liability
company. Each party to the joint venture company is liable to the joint
venture company within the limit of the capital subscribed by it. The
profits, risks and losses of the joint venture company shall be shared by the
parities in proportion to their contribution of the registered capital.

ARTICLE 5

The joint venture is an independent organisation with the authority as
described in this contract and articles of association to independently carry
out production, sales and business activities.

ARTICLE 6

The joint venture will lease Party A's land use right to carry out business.
(Refer attachment concerning land and building lease agreement).

CHAPTER 4    THE PURPOSE, SCOPE AND SCALE AND PRODUCTION AND BUSINESS

ARTICLE 7

The purpose of the joint venture is to facilitate the transformation of this
business into one of the leading manufacturers and suppliers of paperboard
packaging in China through the application of additional capital and
international management expertise to provide a satisfactory return for the
investors

ARTICLE 8

The productive and business scope of the joint venture company is to expand
and improve on the production of the paperboard packaging products currently
manufactured by Party A and develop raw material supply and new products.

ARTICLE 9

The production scale of the joint venture company is as follows : -

1.    The production capacity after the joint venture is put into operation is
      35,000 tonnes per annum.

<PAGE>

2.    The production scale will be increased up to 50,000 tonnes per annum by
      December 31, 1998 through the reconfiguration and expansion of Party A's
      existing production facilities.

3.    According to regulations, the responsibility to providing all required
      further investment capital rests with the joint venture parties.  Amongst
      this : Party A's 35,000 tonnes per annum production equipment (excluding
      that already invested) will account for their investment. Party B
      undertakes to provide foreign currency worth RMB 34.362 million as
      additional funding for the expansion of capacity. Both parties must have
      completed investment before 31 March 1998 establish a 50,000 tonnes per
      annum mill (refer attached increase in capital agreement).

ARTICLE 10

After registration with the Chinese authorities the joint venture can
establish branches at every location in China.

CHAPTER 5    TOTAL AMOUNT OF INVESTMENT AND THE REGISTERED CAPITAL

ARTICLE 11

The total amount of investment of the joint venture company is RMB 5 million,
and registered capital is RMB 17.73 million.

ARTICLE 12

Party A shall contribute the Administration Building and Paper Machines #5,
#6 and #7 and associated fixed assets (according to the attached list
provided by Party A), worth RMB 7.092 million, according for 40% of the
registered capital. Party B will invest foreign currency equivalent to RMB
10.638 million, according for 60% of the registered capital.

ARTICLE 13

Both Parties' registered capital is to be contributed according to the following
regulations:

Party A      According to Article 12 and the attachment of fixed assets, within
one month of issuance of business licence in one installment.

Party B      According to Article 12, foreign currency equivalent according to
the following schedule completed within one year.

      February 1997       June 1997           December 1997      Total
      RMB 1,060,000       RMB 4,855,000       RMB 2,820,000      RMB 10,638,000

<PAGE>

After completion of contribution by both parties, a Chinese registered
accountant must inspect and issue a formal confirmation certificate.

ARTICLE 14

The joint venture's working capital loans shall be obtained form domestic or
foreign banks. Interest on working capital loans is the responsibility of the
joint venture. The working capital of Party A in existence before formation
of the joint venture (inventory and related expenses) after calculation by
both parties, shall be contributed to the joint venture. All working capital
assets and liabilities will be the responsibilities of the joint venture.
Party A will arrange for the transfer of their current working capital loans.

ARTICLE 15

In case any party to the joint venture intends to change the nature of his
investment or to assign all or part of his investment subscribed to a third
party, consent shall be obtained from the other party to the joint venture,
and approval from the Wuhan Investment Office is required.  Within one month
all procedures required by the City Commercial Bureau should be completed.

When one party to the joint venture assigns all or party of his investment, the
other party has preemptive right.

ARTICLE 16

The joint venture must abide by the joint venture laws and regulations, and
must follow the joint venture scope and business purpose.

ARTICLE 17

Both parties' technology, trademarks and patents must be irrevocably provided
for use by the joint venture.

CHAPTER 6    RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE

ARTICLE 18

With the exception of other stipulations in this contract, Party A and Party B
shall be respectively responsible for the following matters:

      -      Handling of applications for approval, registration, business
             license and other matters concerning the establishment of the joint
             venture company from relevant departments in Wuhan City and Hubei
             Province as required.
      -      Appoint a general manger.
      -      Complete stocktaking and all account before the end of 1996.

<PAGE>

      -      Contributing to the joint venture, all exiting working capital of
             Party A, including but not limited to, cash, debtors, work in
             progreess and inventory of raw materials and finished good arising
             from its existing operations.
      -      Provide to the joint venture, on a lease basis, all land and
             buildings currently utilised in the operations of Party A.
      -      Provide to the joint venture exclusive usage of all machinery
             currently utilised in the operations of Party A on a basis free of
             charge for the period to December 31, 1997. Party A will revert
             the right to levy a charge on the joint venture for the continued
             usage of said equipment should certain funding commitments pursuant
             to the capital expansion program outlined above not be fulfilled
             (refer to schedule by Party B)
      -      Assist in the management of the joint venture.
      -      Provide to the joint venture company, all personnel support and
             systems utilised in the present operations of Party A.
      -      Assist with the recruitment of additional staff.
      -      Responsible for handling other matters entrusted by the joint
             venture company, including assisting in obtaining work permits for
             Party B personnel.

RESPONSIBILITIES OF PARTY B

      -      Appoint the Chairman of the Board of Directors.
      -      Providing cash according to the contract and schedule.
      -      Assist in the purchase of equipment, raw materials etc.
      -      Assuming full financial responsibility for the required and
             proposed upgrading of the production facilities of the joint
             venture company in accordance with the attached funding schedule.
      -      Responsible for other matters entrusted by the joint venture
             company.

ARTICLE 19

Expenses relating to the formation of the joint venture are to be paid by
both parties separately before formation of the joint venture. After the
joint venture is authorized, the joint venture is to cover establishment
costs.

ARTICLE 20

The costs of any experts consultants required by the joint venture is to be
covered by the joint venture.

CHAPTER 7    PRODUCT SALES AND TRADEMARK

ARTICLE 21

The products of joint venture company will be sold on the Chinese market or
export markets on the basis of stable and fair principles.

<PAGE>

ARTICLE 22

The joint venture's products to be sold in China may be handled by means of
agency or exclusive sales, or may be sold by the joint venture company
directly.

ARTICLE 23

Both parties agree to use the trademark "Golden Horse" and the right to use
this trademark shall be for the length of the joint venture. Approval must be
obtained from Party A before this trademark is used overseas.

ARTICLE 24

If the joint venture terminates or Party B transfers shares, approval must be
obtained from Party A in writing to continue to use the trademark.

CHAPTER 8    THE BOARD DIRECTORS

ARTICLE 25

The date of registration of the joint venture company shall be the date of the
establishment of the board of directors of the joint venture company.

ARTICLE 26

The board of directors is composed of 8 directors, of which 3 shall be
appointed by Party A, 5 by Party B. the chairman of the board shall be
appointed by Party B, and its vice-chairman by party A. The term of office
for the directors, chairman and vice-chairman is four years, their term of
office may be renewed if continuously appointed by the relevant party.

ARTICLE 27

The highest authority of the joint venture company shall be its board of
directors. It shall decide the following major issues : 1) changes to the
contract and articles of association, 2) Extension and termination of the
joint venture, 3) Transfer or increase in shares, 4) Mergers with other
economic entities, 5) Long term development plans of the joint venture and
annual production budgets. Unanimous approval shall be required before any
decisions are made concerning the above major issues. As for other matters,
approval by majority or simple shall be required.

ARTICLE 29

The board of directors shall convene at least one meeting every year. The
meeting shall be called and presided over the chairman of the board. The
chairman may convene an interim meeting based on a proposal made by more than
one third of the total number of directors.

<PAGE>

Notice of a board meeting shall be given 30 days beforehand. The meeting
shall be held at the joint venture offices or at another place agreed upon by
both parties. Minutes of the meeting shall be placed on file.

CHAPTER 9    BUSINESS MANAGEMENT OFFICE

ARTICLE 30

The joint venture company shall establish a management office which shall be
responsible for its daily management. The management office shall have a
general manager, appointed by party A. The deputy general manager is to be
selected by the general manager. The general manger and deputy manager shall
be appointed by the board of directors.

ARTICLE 31

The responsibility of the general manger is to carry out the decisions of the
board meeting and organise and conduct the daily management of the joint
venture company The deputy general managers shall assist the general manager
in his work. The general manager shall regularly report to the board on such
matters.

ARTICLE 32

In case of graft or serious dereliction of deputy on the part of the general
manager and deputy general managers, the board of directors shall have the
power to dismiss them at any time.

ARTICLE 33

In the case of resignation by the general manager or deputy general manager,
thirty days notice.

ARTICLE 34

Several department managers may be appointed by the management office, they
shall be responsible for the works in various departments respectively, handle
the matters handled over the general manager and deputy general manager and
shall be responsible to them.

ARTICLE 35

The general manager and deputy general manager must not have a conflict of
interest arising from an association with other economic entitles.

CHAPTER 10   PURCHASE OF EQUIPMENT

<PAGE>

ARTICLE 36

The purchase of raw materials, fuel, parts, means of transportation and
articles for office use, etc shall be carried out following the joint
ventures' proper purchasing methods. First priority to purchase in China
shall be given where conditions are the same.

CHAPTER 11   LABOUR MANAGEMENT

ARTICLE 37

The joint venture shall first recruit staff from Party A where it can do so
without sacrificing quality and conditions.

ARTICLE 38

Labour contract covering the recruitment, employment, dismissal and
resignation, wages, labour insurance, welfare, rewards, penalty and other
matters concerning the staff and workers of the joint venture company shall
be drawn up between the joint venture company and the Trade Union of the
joint venture company as a while, or the individual employees in the joint
venture company as a whole or individual employees in accordance with the
"Regulations of the People's Republic of China on Labour Management in Joint
Venture Using Chinese and Foreign Investment and its Implementation Rules".
Report shall be made to the Wuhan Labour Office. The joint venture shall be
responsible for party A's staff who are presently on postings.

      1.     Once the joint ventures business licence has been issued and
             according to the Wuhan City Superannuation Scheme Regulations, the
             joint venture shall make monthly contributions to be superannuation
             scheme equivalent to 29% of the joint ventures annual wage bill.
             Administration of this shall be the responsibility of Party A.
      2.     Every month the joint venture shall pay RMB 60,000 to Party A to
             contribute the retiree's medical and insurance scheme. Management
             of this shall be the responsibility of Party A. The joint venture
             shall be responsible for the medical cost of staff belonging to
             Party A and working in the joint venture.

ARTICLE 39

The staff and workers of the joint venture company have the right to
establish trade union organisation and carry out activities in accordance
with the stipulations of the "Trade Union Law of the People's Republic of
China". The trade union in the joint venture company is representative of the
interests of the staff and workers. The tasks of the trade are : to protect
the democratic rights and material interests of the staff and workers
pursuant to the law; to assist the joint venture company to arrange and make
rational use of welfare funds and bonuses, to organise political,
professional, scientific and technical studies, carry out literary, art and
sports activities; and to educate staff and workers to observe labour
discipline and strive to fulfil the economic tasks of the joint venture.

<PAGE>

ARTICLE 40

The appointment of high-ranking administrative personnel recommended by both
parties, their salaries, social insurance, welfare and the standard of
travelling expenses etc. shall be decided by the general manager and the
board of directors.

ARTICLE 41

Exceptional staff are to be awarded with bonuses.

CHAPTER 12   TAXES, FINANCE AND AUDIT

ARTICLE 42

The joint venture company shall pay taxes in accordance with the stipulations
of Chinese laws and other relevant regulations.

ARTICLE 43

Staff members and workers of the joint venture company shall pay individual
income tax according to the "Individual Income Tax Law of the People's
Republic of China".

ARTICLE 44

The joint venture is to pay all relevant taxes according to government
regulations.

ARTICLE 45

Allocations for reserve funds, expansion funds of the joint venture company
and welfare funds and bonuses for staff and workers shall be set asise in
accordance with the stipulations in the "Law of the People's Republic of
China on Joint Ventures Using Chinese and Foreign Investment". The annual
proportion of allocations shall be decided by the board of directors
according to the business situations of the joint venture company.

ARTICLE 46

The fiscal year of the joint venture company shall be from January 1 to
December 31.

Monthly management accounts of the joint venture company shall be prepared
and submitted to the Board Directors on the last date of each month.

ARTICLE 47

The joint venture is to establish a RMB account at a local bank. All foreign
currency transactions shall be made via this bank.

<PAGE>

ARTICLE 48

Financial checking and examination of the joint venture company shall be
conducted by an auditor registered in China and reports shall be submitted to
the board or directors and the general manager.

ARTICLE 49

The joint venture is to produce regular reports to the relevant government
departments according to the relevant regulations, and co-operate with their
inspection.

ARTICLE 50

In the first three months of each fiscal year, the manager shall prepare
previous year's balance sheet, profit and loss statement and proposal
regarding the disposal of profits, and submit them to the board of directors
for examination and approval.

CHAPTER 13   FOREIGN CURRENCY MANAGEMENT

ARTICLE 51

All matters concerning foreign currency shall be handled by the joint venture
according to the "Provisional Regulations for the Foreign Exchange Control of
the People's Republic of China" and other relevant regulations.

ARTICLE 52

After approval and issue of the business licence the joint venture shall open
RMB and foreign currency accounts at a local bank and obtain approval of the
relevant department. The joint venture must not open a foreign exchange
account outside of China or in Hong Kong or Macau.

CHAPTER 14   DURATION OF THE JOINT VENTURE

ARTICLE 53

The duration of the joint venture company is 30 years. The establishment of
the joint venture company shall start from the date on which the business
license of the joint venture company is issued.

An application for the extension of the duration, proposed by one party and
unanimously approved by the board of directors, shall be submitted to the
Ministry of Foreign Economic Relations and Trade (or the examination and
approval authority entrusted by it) six months prior to the expiration date
of the joint venture.

<PAGE>

CHAPTER 15   THE DISPOSAL OF ASSETS AFTER THE EXPIRATION OF THE DURATION

ARTICLE 54

Upon the expiration of the duration, or termination before the date of
expiration of the joint venture, liquidation shall be carried out according to
the relevant law.  The liquidation assets shall be distributed by Party A and
Party B.

CHAPTER 16   PROFIT ALLOCATION

ARTICLE 55

With the exception of the first year of the joint venture's operation,
allocation to the joint venture parties of annual after-tax profit of the joint
venture after the deduction of contributions to the three basic capital funds,
shall be decide by the board of directors according to the relative investment
of the two parties.  The first profit shall not be allocated.

ARTICLE 56

The joint venture shall distribute profits only after any losses in previous
accounting periods have been made up.

ARTICLE 57

The joint venture shall allocate profits to the three reserve funds according to
the articles of association.  The proportion of allocation is to be decided by
the board of directors.

ARTICLE 58

All legal profits of Party A can be distributed to Party A's nominated foreign
account according to the relevant Chinese government regulations.

ARTICLE 59

Insurance policies of the joint venture company on various kinds of risks shall
be underwritten with the bank or insurance company in the People's Republic of
China. Relevant imported equipment can be insured internationally.

Types, the value and duration of insurance shall be decided by the board of
directors in accordance with the relevant regulations.

CHAPTER 15   THE AMENDMENT, ALTERATION AND DISCHARGE OF THE CONTRACT

ARTICLE 60


<PAGE>

The amendment of the contract or other appendices shall come into force only
after the written agreement signed by Party A and Party B and approved by the
original examination and approval authority.

ARTICLE 61

In case of inability to fulfil the contract or to continue operation due to
heavy losses in successive years as a result of force majerure, the respective
party should be advised within 90 days and the duration of the joint venture and
the contract shall be terminated before the time of expiration after unanimously
agreed upon by the board of directors and approval by the original examination
and approval authority.


ARTICLE 62

Should the joint venture company be unable to continue its operation or achieve
the business purpose stipulated in the contract due to the fact that one of the
contracting parties fails to fulfil the obligations prescribed by the contract
the articles of association, or seriously violates the stipulations of the
contract and articles of association, that party shall be deemed as having
unilaterally terminated the contract.  The other party shall have the right to
terminate the contract in accordance with the provisions of the contract
approval by the original examination and approval authority as well as to claim
damages.  In case party A and Party B of the joint venture company agrees to
continue the operation, the party who fails to fulfil the obligations shall be
liable to the economic losses thus caused to the joint venture company.

CHAPTER 16   LIABILITIES FOR BREACH OF CONTRACT

ARTICLE 63

Should all or part of the contract and its appendices be unable to be fulfilled
owing to the fault of one party, the beaching party shall bear the
responsibilities thus caused.  Should it be the fault of both parties, they
shall bear their respective responsibilities according to actual situations.

Should either Party A or Party B fail to pay on schedule the contributions in
accordance with the provisions of this contract, the beaching party shall pay to
the other party 3% per month of the outstanding contribution starting from the
first month after exceeding the time limit.  Should either party fail to
contribute capital according to Articles 11, 12 and 13 of this contract, the
other party shall have the right to apply to the approving authorities to
terminate the joint venture or to seek another partner, and to claim damages
from the beaching party.

CHAPTER 17   FORCE MAJEURE

<PAGE>

ARTICLE 64

Should either of the parties to the contract be prevented from executing the
contract by force majeure, such as earthquake, typhoon, flood, fire and war and
other unforeseen events, and their happening and consequences are unpreventable
and unavoidable, the prevented party, shall notify the other party within 90
days and provide the detailed information of the events and a valid document for
evidence issued by the relevant public notary organisation for explaining the
reason of its inability to execute or delay the execution of all or part of the
contract.  Both parties shall, through consultations, decide whether to
terminate the contract or to exempt the part of obligations for implementation
of the contract or whether to delay the execution of the contract according to
the effects of the events on the performance of the contract.

CHAPTER 18   APPLICABLE LAW

ARTICLE 65

The formation of this contract, its validity, interpretation, execution and
settlement of the disputes shall be governed by the related laws of the People's
Republic of China.

CHAPTER 19   SETTLEMENT OF DISPUTES

ARTICLE 66

Any disputes arising from the execution of, or in connection with the contract
shall be settled through friendly consultations between both parties.  In case
no settlement can be reached, the disputes shall be submitted to the Foreign
Economic and Trade Arbitration Commission of the China Council for the Promotion
of International Trade for arbitration in accordance with its rules of
procedure.  The arbitral award is final and binding upon both parties.

ARTICLE 67

During the arbitration, the contract shall be executed continually by both
parties except for matters in disputes.

CHAPTER 20   LANGUAGES

ARTICLE 68

The contract shall be written in Chinese version and in English version.  Both
languages are equally authentic.  In the event of any discrepancy between the
two aforementioned versions, the Chinese version shall prevail.

CHAPTER 21   EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS

<PAGE>

ARTICLE 69

The appendices drawn up in accordance with the principles of this contract are
integral part of this contract.  If there is any discrepancy between the
appendices and the contract, the contract shall prevail.

ARTICLE 70

The contract and its appendices shall come into force beginning from the date of
approval of the Wuhan Foreign Investment Commission.

ARTICLE 71

Should notices in connection with any party's rights and obligations be sent by
either party A or Party B by telegram or telex, etc.  the written letter notices
shall be also required afterward.  The legal addresses of Party A and Party B
listed in this contract shall be the posting addresses.  It will be assumed that
documents will have been received 30 days after posting.

ARTICLE 72

If any part of this contract is not clear both parties can agree to add
supplementary documents.  Such supplementary documents shall first obtain the
approval of the relevant approving authorities.

ARTICLE 73

This contract's intention and articles are to be interpreted in accordance with
the People's Republic of China Foreign Joint Venture Laws and associated
regulations, or according to the agreement between the two parties.

ARTICLE 74

The contract is signed in Wuhan City, China by the authorised representatives of
both parties on 20 December, 1997.

Party A                                         Party B
Wuhan Dong Feng Paper Mill Company              Orient Financial Services Ltd
Representative :                                Representative
Position:                                       Position:
Nationality :                                   Nationality :


------------------------------------------       -----------------------
Appendices:  1.     Increase in Joint Venture Investment Agreement
             2.     Land & Building Lease Agreement


<PAGE>



APPENDIX 1

AGREEMENT OF INCREASE IN JOINT VENTURE INVESTMENT

In order to ensure that the intention of Chapter 3 Article 9 of the Joint
venture contract is able to be easily achieved, and to allow the production
capacity to be expanded to 50,000 tonnes per annum, both parties agree, one year
after establishment of the joint venture, to increase total investment of the
joint venture to RMB 95 million.  In accordance with his the following is agreed
to.

Article 1.   Investment Amount and Percentage of Investment
Party A is to contribute all required production equipment as their investment,
with the exclusion of the equipment already contributed, worth RMB 22.9 million.
Party B shall contribute foreign exchange equivalent to RMB 34.362 million.

Article 2.   Increase in Investment Method and Time.
      1)     Party A undertakes according to their responsibility under articles
             9 and 18 of the contract, at the same time as Party A completes
             clause 2 below, to provide to the joint venture all required
             equipment in one installment as their increase kin investment.
      2)     Party B shall, within one year after issuance of the joint
             venture's business licence, to provide their further investment.

Article 3.   Supplementary
      1)     Both parties undertake to, within 30 days after fulfilling
             obligations under the above two articles, to arrange for Chinese
             registered accountant to issues a certificate certifying the
             contributions and to provide such certificate to Wuhan Foreign
             Investment Office and Wuhan Bureau of Commerce to complete
             formalities.
      2)     If either party can not make their contributions by 31 December
             1997, then the delaying party shall be subject to the following
             penalty.  Starting from 1 January 1998, for the first quarter of
             1998 0.5% of the uncontriubted capital per quarter, for the second
             quarter of 1998 2.5% of the uncontriubted capital per quarter, and
             thereafter 5% of the uncontriubted capital per quarter.
      3)     This penalty shall be made by the delaying party directly to the
             other party, and unrelated to the joint venture.

Article 4.   There shall be six copies of this agreement, to be retained by each
party as well as given to the relevant government department.

<PAGE>


Article 5.   This agreement is an integral part of the joint venture contract
and has the same legal effect.

<PAGE>

Party A                                  Party B
Wuhan Dong Feng Paper Mill Company       Orient Financial Services Ltd
Representative :    Li Yi Chun           Representative       Nils A Ollquist
Position:           Mill Manger          Position:            Managing Director
Nationality :       Chinese              Nationality :        Australian

<PAGE>

APPENDIX 2


LAND AND BUILDINGS LEASE AGREEMENT
According to the Wuhan City Transfer of Land Use Right Regulations, and
according to the agreements held by Wuhan Paper Mill Company and Wuhan Dong Feng
Papers Ltd, both parties agree:  Wuhan Dong Feng Paper Company's land and
factory buildings used in production shall be leased to Wuhan Dong Feng Paper
Company Ltd for production and business use.  The following is agreed:

Article 1.   Leasor:       Wuhan Dong Feng Paper Mill Company (Party A)
             Leasee:       Wuhan Dong Feng Paper Company Ltd (Party B)

Article 2    Land Area:    18,373.96 square metres
             Factory Building Area :     25,729.82 square metres
             Enterprise Address :        12 Jainyi Road, Qiaokou District, Wuhan

Article 3.   Lease Term
Lease Term shall be the same length as the joint venture.

Article 4.   Lease Fee and Payment Method
Both parties agree to a lease fee to RMB 1.5 million per year, to be paid by
monthly installments of 125,000 to Party A's account.

Article 5.   Supplementary
      1)     During the lease term all the joint venture's business activities
             shall be in accordance with the laws and regulations of the
             People's Republic of China.
      2)     The joint venture must abide by the Wuhan City Land Use Transfer
             Laws and Wuhan City Foreign Investment Land Use Regulations.
      3)     Both parties agree that the Wuhan Land Department Document k153
             (1996), requirements shall be met by: the joint venture payment
             above this amount shall be paid by Party A.
      4)     If the joint venture fails to pay the lease fee, Party A may
             terminate the lease agreement.
      5)     Any dispute regarding this agreement shall be settled by
             discussions between both parties.
      6)     There shall be six copies of this agreement, to be retained by each
             party as well as given to the relevant government departments.
      7)     This agreement is an integral part of the joint venture contract
             and has the same legal effect.


<PAGE>

Party A                                  Party B
Wuhan Dong Feng Paper Mill Company       Orient Financial Services Ltd
Representative :    Li Yi Chun           Representative       Nils A Ollquist
Position:           Mill Manger          Position:            Managing Director
Nationality :       Chinese              Nationality :        Australian

<PAGE>

List of Fixed Assets Accounting for Wuhan Dong Feng Paper Company's Investment
of RMB 7.092 million.

<TABLE>
<CAPTION>

Item      Description                             Quality          Value
<S>       <C>                                     <C>              <C>
1                                                    1                552,429.78

2         #5 Paper Machine                           1              2,969,113.10

3         #6 Paper Machine                           1              2,090,536.80

4         #7 Paper Machine                           1              1,479,920.32

          TOTAL                                                     7,092,000.00
</TABLE>