STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") has been entered into as of December
28, 1999, by and among

Halter Capital Corporation, a Texas Corporation ("Seller"); and

Kevin B. Halter Jr. and Kevin B. Halter Sr. ("Halter"); and

Resplendent  Investment Limited, a British Virgin Islands Corporation ("Buyer");
and

The Great American Golf Works, Inc., a Delaware Corporation ("Company")

                                    RECITALS:

         a. Seller is now the legal and equitable owner of 329,330 shares of the
common stock,  par value $.0005 per share, of the Company.  Seller is willing to
sell 329,330 of these shares (the " Shares"). The Shares represent approximately
53% of the total number of issued and outstanding shares of the Company;

         b. Seller is willing to sell to the Buyer or its  assignees,  and Buyer
or its  assignees  is  willing  to  purchase  from  Seller the Shares for a cash
purchase price of U.S.$400,000.00; and

         c. The Company joins in the execution of this Agreement for the purpose
of evidencing its consent to the  consummation of the foregoing  transaction and
for  the  purpose  of  making  certain  representations  and  warranties  to and
covenants and agreements with the Buyer.

         d. Halters join in the  execution of this  Agreement for the purpose of
executing affidavits attesting to the conduct of business of the Company.

NOW,  THEREFORE,  for and in  consideration of the mutual promises and covenants
contained  herein,  and for other good and valuable  consideration,  the parties
hereto agree as follows:

         1.  Purchase of the Shares by the Buyer.  Subject to and upon the terms
and conditions contained herein, on the Closing Date (as defined herein), Seller
shall sell, transfer,  assign, convey and deliver to the Buyer or its assignees,
free and clear of all adverse  claims,  security  interests,  liens,  claims and
encumbrances  (other than restrictions  under state and federal securities laws)
and the Buyer or its assignees shall  purchase,  accept and acquire from Seller,
the Shares.

         The aggregate  purchase price payable to Seller for the Shares shall be
Four-Hundred  Thousand Dollars U.S.  ($400,000.00) (the "Purchase  Price").  The
Purchase Price shall be paid on the Closing Date as specified in Subsection 9(b)
of this Agreement.



<PAGE>

         2. Closing.  Subject to the conditions  precedent set forth herein, the
purchase  of the Shares  shall take place at the office of the Seller in Dallas,
Texas or such other place as Buyer and Seller may  mutually  agree  upon,  on or
before January 7, 2000. Such date is herein referred to as the "Closing Date".

         3. Representations and Warranties of the Buyer. Buyer hereby represents
and warrants  that the  following are true and correct as of the date hereof and
will be true and correct through the Closing Date as if made on that date:

         a. Authorization and Validity. Buyer has duly authorized the execution,
delivery and performance by the Buyer of this Agreement and the  consummation of
the transaction  contemplated  hereby. This Agreement has been duly executed and
delivered by the Buyer and constitutes legal,  valid and binding  obligations of
Buyer,  enforceable  against the Buyer in accordance with its respective  terms,
except as may be limited by  applicable  bankruptcy,  insolvency or similar laws
affecting creditors' rights generally or the availability of equitable remedies.

         b. Investment Intent.  The Buyer  is acquiring  the Shares for  its own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any  distribution of all or any part thereof,  except (i) in
an offering  covered by a registration  statement  filed with the Securities and
Exchange  Commission under the Securities Act covering the Purchased  Shares, or
(ii) pursuant to an applicable exemption under the Securities Act.

         c. Disclosure of Information.  Buyer  acknowledges  that  it  has  been
furnished with (i) the Company's Form 10-QSB Filed as of October 1, 1999 for the
period ended June 30, 1999;  (ii) the Company's  Form 10-QSB filed as of October
1, 1999 for the period ended September 30, 1999; (iii) the Company's Form 10-KSB
filed as of October 1, 1999 for the fiscal year ended  December 31, 1998,  which
is  sufficient  information  regarding  the  Company and its  business,  assets,
results of  operations  and  financial  condition  to allow the Buyer to make an
informed decision regarding an investment in the Shares.

         d. Investment Experience.  Buyer acknowledges that  it is  able to fend
for itself,  can bear the economic risk of its investment in the Shares, and has
such  knowledge  and  experience  in financial  and business  matters that it is
capable of evaluating the merits and risks of an investment in the Shares.

        e. Restricted Securities.  Buyer understands that  the Shares  will  not
have been  registered  pursuant to the Securities  Act or any  applicable  state
securities laws that the Shares will be characterized as "restricted securities"
under  federal  securities  laws,  and  that  under  such  laws  and  applicable
regulations  the  Shares  cannot  be  sold  or  otherwise  disposed  of  without
registration  under  the  Securities  Act or an  exemption  therefrom.  In  this
connection,   the  Investor  represents  that  it  is  familiar  with  Rule  144
promulgated  under the Securities  Act, as currently in effect,  and understands
the resale limitations  imposed thereby and by the Securities Act. Stop transfer
instructions  may be issued to the transfer  agent for securities of the Company
(or a  notation  may be made  in the  appropriate  records  of the  Company)  in
connection with the Shares.


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<PAGE>

         f. Legend.  It is agreed and understood by Buyer that the  certificates
representing the Shares shall conspicuously  contain on the face or back thereof
a legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTVIE  REGISTRATION  STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH  REGISTRATION IS
NOT REQUIRED.

         4.  Representations  and  Warranties of Seller.  Seller  represents and
warrants  that the following are true and correct as of the date hereof and will
be true and correct through the Closing Date as if made on that date:

         a. Title to Stock.  On the  Closing  Date,  title to the Shares will be
legally and beneficially  held by Seller and Seller will have full right,  power
and  authority  to sell and convey the Shares and such  Shares  will be free and
clear of any and all liens, mortgages,  pledges, or other rights or encumbrances
whatsoever,  disclosed or undisclosed.  Specifically,  on the Closing Date there
will be no beneficial owners of such Shares or of any interest in or to any such
Shares other than Seller.  Upon surrender of the  certificates  representing the
Shares (accompanied by appropriate stock powers duly endorsed and guaranteed) to
the Buyer or its assignees for the consideration set forth herein,  the Buyer or
its assignees  shall be deemed to have obtained good and  merchantable  title to
the Shares.

         b. Authorization and Validity.   This Agreement has  been duly executed
and delivered by the Company and Seller and constitutes legal, valid and binding
obligations  of the  Company  and  Seller,  enforceable  against the Company and
Seller in  accordance  with its terms,  except as may be  limited by  applicable
bankruptcy,  insolvency or similar laws affecting creditors' rights generally or
the  availability  of  equitable  remedies.  No  proceedings  have been taken or
authorized  by Seller or, to the knowledge of the Company,  by any person,  with
respect to the bankruptcy, dissolution, insolvency, liquidation or winding up of
the  Company  or with  respect  to any  merger,  consolidation,  arrangement  or
reorganization involving or relating to the Company.

         c. Consents/Approvals/Conflict. No consent, approval, authorization  or
order of any court or  governmental  agency or other body is required for Seller
to  consummate  the  sale  of  the  Shares.  Neither  the  execution,  delivery,
consummation  or performance of this Agreement shall conflict with or constitute
a breach of any  agreement to which the Company or Seller is a party or by which
the  Company  or Seller is bound  nor,  to the best of  Seller's  knowledge  and
belief,  any  existing  law,  rule,  regulation,  or any  decree of any court or
governmental  department,  agency,  commission,  board or  bureau,  domestic  or
foreign,  having  jurisdiction  over the  Company or  Seller,  nor result in the
creation of any lien or other encumbrance upon the Shares.

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<PAGE>


           d. Investment Intent.  Seller acquired the Shares for his own account
for  investment  and not with a view to,  or for  sale or other  disposition  in
connection with, any  distribution of all or any part thereof,  except (i) in an
offering  covered by a  registration  statement  filed with the  Securities  and
Exchange  Commission  or (ii)  pursuant  to an  applicable  exemption  under the
Securities Act.

         e. Halter's Personal Affidavit.  Halter's,  who have served as officers
and directors of the Company since its reorganization  shall execute and deliver
to Buyer's attorney prior to the Closing an affidavit, executed by each of them,
in form and content reasonably acceptable to the Buyer's attorney, that based on
their  personal  knowledge  of the Company  and fact  related  thereto:  (i) the
Company has not conducted any form of business whatsoever for a period in excess
of five years immediately preceding closing; (ii) the Company is not indebted to
any person in any amount;  has no liability in any amount or legal obligation of
any kind to any person,  and has not created by contract or  implication a lien,
security  interest  or other  encumbrance  or any kind or nature in favor of any
person,  including  governmental units; (iii) the Company has paid all taxes and
assessments or other form of governmental charges, including fines, interest and
penalties  imposed by any  governmental  unit, that its is obligated to pay; and
(iv) that the Company's books or account and corporate records,  as delivered to
the Buyer are true, accurate and complete.

         f.  Organization  and Good  Standing;  Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of State of Delaware,  with all requisite corporate power and authority to carry
on the business in which it is engaged,  to own the  properties it owns,  and is
duly  qualified  and  licensed  to do  business  and is in good  standing in all
jurisdictions  where  the  nature  of  its  business  makes  such  qualification
necessary.

         g.  Capitalization.  As of the execution date of  this  Agreement,  the
authorized  capital stock of the Company consists of 50,000,000 shares of common
stock,  par value  $.0005 per share,  of which  exactly  624,600  shares are now
issued and  outstanding.  As of the Closing Date,  the Company will have exactly
the same  number of shares of common  stock , which are issued and  outstanding.
All of the issued and outstanding shares of common stock of the Company are duly
authorized,  validly issued, fully paid and nonassessable.  The Company is not a
party  to or  bound  by,  nor  does it have any  knowledge  of,  any  agreement,
instrument,  arrangement,  contract, obligation,  commitment or understanding of
any  character,  whether  written or oral,  express or implied,  relating to the
sale, assignment,  encumbrance,  conveyance, transfer or delivery of any capital
stock of the Company.  The Company has no subsidiaries.

         h.  Documents  Genuine.  All  originals  and/or copies of the Company's
articles  of  incorporation  and  bylaws,  each as  amended  to the date of this
Agreement,  and all minutes of meetings and written consents in lieu of meetings
of  shareholders,  the Board of Directors  and  committees  of that Board of the
Company,  filings with the Securities and Exchange  Commission,  financial data,
and any and all other documents,  material,  data,  files, or information  which
have  been or will be  furnished  to  Buyer  prior  to the  Closing,  are  true,
complete,  correct and  unmodified  originals  and/or copies of such  documents,
information, data, files or material.

         i. Minute Book.  The minute book  maintained by the Company  accurately
reflects all transactions  and resolutions duly authorized  according to law, or


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<PAGE>

which  require  action by the  shareholders  and/or  Board of  Directors  of the
Company to make the same legally  effective,  prior to the date hereof, and will
be current as at the Closing Date.

         J.  Restrictive  Covenants.  Prior to and through the Closing Date, the
Company shall conduct its business in the ordinary and usual course (without any
unusual  commitments)  and in compliance with all applicable  laws,  rules,  and
regulations. Furthermore, the Company will not, except as required to consummate
the  transactions  contemplated in this  Agreement:  (i) make any changes in its
capital  structure;  (ii ) make any changes in its articles of  incorporation or
bylaws;  (iii) incur any liability or obligation other than current  liabilities
incurred  in  the  ordinary  and  usual  course  of  business;  (iv)  incur  any
indebtedness  for borrowed money,  (v) make any loans or advances to any persons
or  legal  entities;  (vi)  declare  or pay  any  dividend  or  make  any  other
distribution with respect to its capital stock; (vii) issue, sell, or deliver or
purchase or  otherwise  acquire for value any of its stock or other  securities;
(viii)  mortgage,  pledge,  or  subject  to  encumbrance  any of its  assets  or
properties;  (ix) sell or transfer any of its assets or properties; (x) make any
investment  of a capital  nature;  (xi) enter into any contract,  agreement,  or
other  commitment  which is  material to the  business,  assets,  properties  or
financial  position  of the  Company;  or  (xii)  issue  any  options  or  other
instruments enabling anyone to purchase any of the capital stock of the Company.

         K.  Financial  Statements.  The Company  shall  furnish to the Buyer at
closing  audited  financial  statements for the period ending  December 31, 1999
together  with the 10-KSB  report for the year ending  December 31,  1999.  Said
reports will include  audited  balance sheet,  statements of income and retained
earnings,  statements  of cash  flows,  and  notes to the  financial  statements
relevant thereto.  Said financial  statements shall accurately  reflect the then
current  assets and  liabilities  of the Company and shall have been prepared in
accordance with generally accepted  accounting  principles.  The Company has not
entered  into or incurred  any type of  indebtedness  or  conducted  any kind of
business whatsoever since the date of these financial statements.  The financial
statements  delivered  to Seller  will also  accurately  reflect  the  financial
condition of the Company in all material  respects as of the Closing  Date.  The
Company has no operating  business  currently and has not conducted any business
during the past five years or received any revenues (except as disclosed in said
financial statements) since the date of its incorporation. There is no fact that
is known to the  management  of the Company  that has not been  disclosed to the
Buyer and that could  reasonably have a material  adverse effect on the Buyer in
connection with the transaction contemplated hereunder.

         l.  Taxes.   All  income,   excise,   unemployment,   social  security,
occupational,  franchise  and any and all other taxes,  duties,  assessments  or
charges levied,  assessed or imposed upon the Company by the United States or by
any state or municipal  government or  subdivision  or  instrumentality  thereof
which are due and  payable  as of the  Closing  Date have been duly paid and all
required tax returns or reports concerning any such items have been duly filed.

         m. Guarantees of or  Indebtedness to Others.  There are no contracts or
commitments by the Company, directly or indirectly,  guaranteeing the payment or
performance  (or  both)  of  any  obligations  of any  third  person  or  entity
whatsoever  including any of the  Company's  officers,  directors,  employees or
shareholders.  Further, the Company will not be indebted to any of its officers,
directors, employees, or shareholders as of the Closing Date.


                                       5

<PAGE>


         n. Affiliates.  Except as  disclosed to the Buyer  prior to the Closing
Date there will be no persons who directly or indirectly control, are controlled
by, or are under common control with,  the Company other than Seller,  and there
are no directors, officers or insiders of the Company other than the Halters.

         o. Pending or Threatened Litigation. There are no actions, governmental
investigations,  suits, arbitrations or other administrative,  criminal or civil
actions pending or threatened against the Company.  In addition,  to the best of
the Company's knowledge,  the Company does not know of any basis that exists for
any such action, suit, investigation, arbitration or proceeding.

         p. Contracts.  As of the date of closing  there  shall be no contracts,
agreements,  arrangements  or  understandings  entered into by the Company other
than the Transfer Agent Agreement with Securities  Transfer  Corporation,  which
agreement can be  terminated  by the Company upon 30 days written  notice to the
transfer agent.

         q. Proceedings. No proceedings have been taken or authorized by Seller,
or to the  knowledge of the Company,  by any other  person,  with respect to the
bankruptcy, insolvency, liquidation, dissolution or winding up of the Company or
with respect to any merger, consolidation,  arrangement or reorganization of the
Company.

         r. Assets and Liabilities.  The Company as of the date hereof and as of
the  Closing  Date will have no assets of any kind or amount.  As of the Closing
Date the Company will have no known or anticipated, whether fixed or contingent,
liabilities of any kind or amount.

         s. Legal  Advice for  Seller.  Prior to the  signing of this  Agreement
Seller has had the  opportunity to obtain  appropriate  legal advice  respecting
this Agreement and the representations,  warranties,  covenants, obligations and
agreements of Seller hereunder.


         5.  Representations  and Warranties of the Company.  The Company hereby
represents  and warrants  that the following are true and correct as of the date
hereof and will be true and correct  through the Closing Date as if made on that
date.

         a.  Organization  and Good  Standing;  Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of State of Delaware,  with all requisite corporate power and authority to carry
on the business in which it is engaged,  to own the  properties it owns,  and is
duly  qualified  and  licensed  to do  business  and is in good  standing in all
jurisdictions  where  the  nature  of  its  business  makes  such  qualification
necessary.

         b. Reporting Company Section 15(d).  The Company is a reporting company
under section 15(d) of the exchange act of 1934 as amended.

         c. Trading Status. The Company's common stock  is included  for trading
on the OTC  Bulletin  Board under the trading  symbol  "GAGW" and no  de-listing
procedure is currently instituted or threatened to the company.


                                       6

<PAGE>


         d. Free  Trading Shares of Common  Stock.  The  Company  currently  has
outstanding   295,270  shares  of  common  stock  held  by   approximately   284
shareholders which is considered freely tradable shares

         e.  Capitalization.  As of the execution  date of this  Agreement,  the
authorized  capital stock of the Company consists of 50,000,000 shares of common
stock,  par value  $.0005 per share,  of which  exactly  624,600  shares are now
issued and  outstanding.  As of the Closing Date,  the Company will have exactly
the same  number of shares of common  stock , which are issued and  outstanding.
All of the issued and outstanding shares of common stock of the Company are duly
authorized,  validly issued, fully paid and nonassessable.  The Company is not a
party  to or  bound  by,  nor  does it have any  knowledge  of,  any  agreement,
instrument,  arrangement,  contract, obligation,  commitment or understanding of
any  character,  whether  written or oral,  express or implied,  relating to the
sale, assignment,  encumbrance,  conveyance, transfer or delivery of any capital
stock of the Company. The Company has no subsidiaries.

         f.  Authorization  and Validity.  The Company has duly  authorized  the
execution,  delivery and  performance  by the Company of this  Agreement and the
consummation of the  transaction  contemplated  hereby.  This Agreement has been
duly  executed and  delivered by the Company and  constitutes  legal,  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance  with its  respective  terms,  except as may be limited by applicable
bankruptcy,  insolvency or similar laws affecting creditors' rights generally or
the  availability  of  equitable  remedies.  No  proceedings  have been taken or
authorized  by Seller or, to the knowledge of the Company,  by any person,  with
respect to the bankruptcy, dissolution, insolvency, liquidation or winding up of
the  Company  or with  respect  to any  merger,  consolidation,  arrangement  or
reorganization involving or relating to the Company.

         6.  Conditions to Obligations of Buyer.  All obligations of Buyer under
this Agreement are subject to the fulfillment,  prior to or on the Closing Date,
of each of the  following  conditions  (any  one or more of  which  may,  in the
Buyer's absolute discretion, be waived by the Buyer):

         a. Due  Diligence.  The Buyer shall have had an opportunity to complete
its due diligence review of the Company and all matters arising from said review
shall have been  resolved,  to the  satisfaction  of the Buyer in its  exclusive
opinion,  prior to the Closing Date. Seller and the Company agree to provide all
documents and information relating to the Company as may be reasonably necessary
to permit the Buyer or its legal counsel to conduct its due diligence review.

         b. Performance  of  Obligations.  Seller  and the  Company  shall  have
performed  and  satisfied  each of their  obligations  hereunder  required to be
performed  and  satisfied  on or  prior  to the  Closing  Date  and  each of the
representations  and warranties of Seller and the Company contained herein shall
have been true and correct and contained no  misstatement or omission that would
make any such representation or warranty misleading when made, and shall be true
and  correct and contain no  misstatement  or omission  that would make any such
representation  or warranty  misleading  at and as of the Closing  Date with the
same force and effect as if made as of the Closing Date.


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<PAGE>


         c.  No Adverse Material Event.  Subsequent to the date hereof and prior
to the Closing there shall not have been any event,  occurrence,  development or
state of  circumstances  or fact that has had or may be  reasonably  expected to
have a material adverse effect on the Company.

         d. 15(d) Reporting  Company.  The Company is a 15(d) reporting  company
under the Securities and Exchange Act of 1934, as amended.

         e. Trading Status.  The Company is currently listed  and traded  on the
OTCBB and no de-listing  procedure is currently  instituted or threatened to the
Company.

         7. Conditions to Obligations of Seller. All obligations of Seller under
this Agreement are subject to the fulfillment,  prior to or on the Closing Date,
of each of the  following  conditions  (any  one or more of  which  may,  in the
absolute discretion of Seller, be waived by Seller):

         a. The Buyer shall have  performed all covenants and  agreements of the
Buyer which are to be performed  on or before the Closing  Date  pursuant to the
terms and conditions of this Agreement; and

         b. All representations and  warranties of the  Buyer set forth in  this
Agreement shall be true and correct as of the Closing Date.

         8. Seller's Closing Deliveries. Before the Closing Seller shall deliver
everything  specified  in this Section 8 to Dominic  Federico,  attorney at law,
Dallas,  Texas to be held in trust for the Buyer in accordance with the terms of
this Agreement.  In the event that this Agreement is consummated,  said attorney
will  deliver  to the  Buyer  and,  in the  event  that  this  Agreement  is not
consummated for any reason, said attorney will promptly redeliver to Seller.

          a.   Stock   certificates   representing   the   Shares.   Each   such
               certificates  will  be  in  transferable  or  "street"  form,  or
               accompanied  by duly executed  stock  powers,  and in either case
               bearing the registered  owner's  signature which shall be subject
               to a Medallion Guarantee.

          b.   A  certificate  executed  by Seller and dated the  Closing  Date,
               certifying  that the  representations  and  warranties  of Seller
               contained  in this  Agreement  are then true in all  respects and
               that  Seller has  complied  with all  agreements  and  conditions
               required by this  Agreement to be  performed or complied  with by
               the Seller.

          c.   A  certificate  executed by Kevin Halter Jr., as President of the
               Company,  and  dated  the  Closing  Date,   certifying  that  the
               representations  and warranties of the Company  contained in this
               Agreement  are then true in all respects and that the Company has
               complied  with all  agreements  and  conditions  required by this
               Agreement to be performed or complied with by it.

          d.   The  affidavit,   executed  by  the  Halter's,  as  specified  in
               Subsection 4(e )of this Agreement.


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<PAGE>


          e.   A  indemnification  letter executed by the Halter's  indemnifying
               the Buyers  against any  liabilities  of the Company prior to the
               closing.

          f.   Resignations and releases from all of the Company's  officers and
               directors,  and a  certificate  of the Company  setting forth the
               Board resolution  pursuant to which Messer's Qing Feng and Xudong
               She have been elected as Directors of the Company.

          g.   All original corporate books and records, including the Company's
               articles of incorporation and bylaws,  minutes of meetings of the
               shareholders  and the  Board of  Directors  of the  Company,  all
               contracts which are currently in effect or otherwise binding upon
               the Company,  and any other  document or  instrument  that in the
               opinion of Buyer is necessary or appropriate to properly continue
               the business and corporate status of the Company. All instruments
               and  documents  ever  executed by the  Company,  which are in the
               possession of Seller or the Company.

          h.   A legal  opinion  that the company is a 15(d)  reporting  company
               listed and  trading  on the OTC  Bulletin  Board  under the stock
               symbol "GAGW" and that the sellers representations, including but
               not  limited  to the  incorporation,  due  authorization  and the
               number of  shareholders  contained in the  agreement are true and
               correct.

          i.   A legal  opinion that the 295,270  shares of common stock held by
               the approximately 284 shareholders is freely tradable.

          j.   A current shareholders list for the Company's common stock.


         9. Deliveries by the Buyer at the Closing.

         At the Closing, the Buyer shall deliver to Seller the following:

         a. A  certificate  executed  by the  Buyer,  dated  the  Closing  Date,
certifying  that the  representations  and warranties of the Buyer  contained in
this  Agreement are then true in all  respects;  and that the Buyer has complied
with all agreements and conditions required by this Agreement to be performed or
complied with by the Buyer; and

         b. Buyer shall pay the  Purchase  Price by wire  transfer or  certified
check in funds to such  account or  accounts  as the Seller  shall  specify in a
writing delivered to the Buyer at least two business days prior to the Closing.

         10.  Indemnification by Seller. The Buyer shall be indemnified and held
harmless  by  Seller  in  respect  of any  and  all  expenses,  damages  or loss
(including  attorneys'  fees and costs of  defense)  incurred  by the Buyer as a
result of:

         a.  Having  supplied  to  the  Buyer  or  its attorney  any information
regarding the Company,  its history,  business or financial or corporate records
(or the Seller's  interest in or relationship to the Company) that is materially
false or misleading or which fails to disclose  information  known to the Seller


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<PAGE>

that should be disclosed so as to make the information  supplied true,  complete
and accurate;

         b.  Any   inaccuracy   or   misrepresentation   in  or  breach  of  any
representation  or  warranty,  covenant or agreement  made in this  Agreement by
Seller or the Company; or any liabilities,  contingent or otherwise, of any kind
or amount,  pursuant to any  arrangement,  agreement or  instrument,  accrued or
incurred by the Company prior to the Closing.


         11.  Miscellaneous.

         a.  Amendment.  This Agreement may be amended, supplemented or modified
only by an instrument in writing executed by all the parties hereto.

         b Assignment. Neither this Agreement nor any right created hereby or in
any agreement  entered into in  connection  with the  transactions  contemplated
hereby shall be  assignable by any party hereto  without the written  consent of
the party not seeking assignment.

         c.  Parties  In  Interest;  No Third  Party  Beneficiaries.  Except  as
otherwise  provided  herein,  the terms and conditions of this  Agreement  shall
inure  to the  benefit  of and be  binding  upon  the  respective  heirs,  legal
representatives,  successors  and assigns of the parties  hereto.  Neither  this
Agreement nor any other Agreement  contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto (except assignees from the Buyer )
any rights or remedies hereunder or thereunder.

         d. Entire Agreement.  Except as referred herein, this Agreement and the
agreements  contemplated  hereby  constitute the entire agreement of the parties
regarding the subject  matter  hereof,  and supersede all prior  agreements  and
understandings,  both written and oral, among the parties,  or any of them, with
respect to the subject matter hereof.

         e.  Severability.  If any  provision  of this  Agreement  is held to be
illegal,  invalid or unenforceable under present or future laws effective during
the term hereof,  such  provision  shall be fully  severable and this  Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision never  comprised a part hereof;  and the remaining  provisions  hereof
shall  remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable  provision,  there shall be added
automatically  as part of this  Agreement a provision as similar in its terms to
such  illegal,  invalid,  or  unenforceable  provision as may be possible and be
legal, valid and enforceable.

         f.  Survival  of   Representations,   Warranties  and  Covenants.   The
representations,  warranties  and covenants  contained  herein shall survive the
Closing  and all  statements  contained  in any  certificate,  exhibit  or other
instrument delivered by or on behalf of Seller, the Company or the Buyer, as the
case  may be,  and,  notwithstanding  any  provision  in this  Agreement  to the
contrary, shall survive the Closing.


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<PAGE>


         g. Governing Law. This agreement and the rights and  obligations of the
parties  hereto shall be governed by and  construed  and enforced in  accordance
with the laws of the state of Texas. if either party shall be required to employ
an  attorney to enforce or defend its rights  hereunder,  the  prevailing  party
shall be entitled to recover its reasonable attorney's fees.

         h.  Captions.  The captions in this  agreement are for  convenience  of
reference  only and  shall  not limit or  otherwise  affect  any of the terms or
provisions hereof.

         i. References to this Agreement.  Use of the words "herein",  "hereof",
"hereto" and the like in this Agreement shall be construed as references to this
Agreement as a whole and not to any particular Article,  Section or provision in
this Agreement,  unless  otherwise noted.  References  herein to the singular or
plural shall be construed according to the context and not exclusively.

         j. Notice.  Any notice or  communication  which may be given  hereunder
shall be in writing and given by depositing  the same in the mail,  addressed to
the party to be notified,  postage  prepaid and  certified  with return  receipt
requested,  or by delivery by overnight  express  courier . Such notice shall be
deemed  received on the date on which it is delivered or on the fourth  business
day  following  the date on which it was mailed.  For  purposes  of notice,  the
addresses of the parties shall be:


         If to the Buyer:  Resplendent Investment Limited
                           P.O. Box 957
                           Offshore Incorporations Centre
                           Road Town, Tortola, British Virgin Islands
                           Attn: Mr. Qing Feng

         cc:               T& D Associates, Attorneys at Law
                           Suite 1456, Union Plaza
                           20 Chaoyangmenwai Ave.
                           Chaoyang District
                           Beijing 100020, China
                           Attn: Chen Ma Esq.
                           Tel: 8610-6587-1433, Fax: 8610-6587-1439


        If to the Seller:  Halter Capital Corporation
                           16910 Dallas Parkway, Suite 100
                           Dallas, Texas 75248
                           Attn; Kevin B. Halter, Jr.
                           Tel: 972-248-1922, Fax 972-248-4797


         k.  Counterparts.   This   Agreement   may  be  executed  in   multiple
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument. Execution and delivery of
facsimile  copies bearing the facsimile  signature of a party shall constitute a


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<PAGE>

valid and binding  execution and delivery of this Agreement by such party.  Such
facsimile copies shall constitute enforceable original documents.

         l. Further Assurances. From time to time subsequent to the execution of
this  Agreement,  the  parties  hereto  and each of them  agree to take all such
further action, and to execute and deliver all such additional  documents as are
reasonably necessary to effect the transactions contemplated by this Agreement.

IN WITNESS WHEREOF THE UNDERSIGNED  HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS
OF THE DATE FIRST ABOVE WRITTEN.



Resplendent Investment Limited (Buyer)

BY:       /s/  Qing Feng
         ----------------------------------------------
               Qing Feng, Sole Director and Shareholder


The Great American Golf Works, Inc. (the Company)

BY:       /s/  Kevin Halter Jr.
         ----------------------------------------------
               Kevin Halter Jr., President


SELLER:  /s/   Kevin Halter - President
         ----------------------------------------------
               Halter Capital Corporation


SELLER: /s/    Kevin Halter Jr.
        -----------------------------------------------
               Kevin Halter Jr.


SELLER: /s/    Kevin Halter
        -----------------------------------------------
               Kevin Halter Sr.













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