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EXHIBIT 10.z

                                    CONTRACT
                                                                   2nd Feb, 2002
                                               Zunyi City,Guizhou Province,China



PARTY A:  PROTON ENTERPRISES (WUHAN) LTD. (HEREINAFTER "PARTY A")

PARTY B: CONSTRUCTION HEADQUARTERS OF ZUNYI MUNICIPAL GOVERNMENT (HEREINAFTER
"PARTY B")


1.   The Contract is made to identify duties and obligations of both Parties in
     project of Liquefied Petroleum Gas (hereinafter "LPG") pipeline system
     construction and installation (hereinafter "the Project") for a mutual
     observance by both parties.
2.   Subject matter: Party A will design and install LPG pipeline system for the
     Officials' Residence of Zunyi Municipal Government with 1023 householders,
     including a central gas station, pipeline system and indoors pipeline.
3.   The Project Period: one hundred working days.
4.   Quality of the project: subject to the engineering drawing of the project
     and National LPG Pipeline Project Checking and Acceptance Standards.
5.   Total Installation Fees: The charges of the project must be approved by
     Price Supervision Bureau of Zunyi Municipal Government that will issue a
     document regulating the level of the charges for initiatory installation
     with consideration of the actual cost of the project combined with another
     referenced document No. (93) 17 issued by Guiyang Municipal Government (the
     capital city of Guizhou Province).
6.   Payment: Party B will charge the householders the installation fees in
     addition to the payment for the houses. Party B also agrees to collect the
     fees when it gives the keys to the house owners and then will pay Party A
     immediately accordingly. If Part B fails to pay the full payment for the
     project in three months, Party A has the right to suspend the access of
     facilities and will charge a penalty against Party B by 10% of what is
     unpaid.
7.   The Ownership of the Property: Party B will be owner of the project after
    accomplishment and acceptance checking of the project.

8.   Duties of Parties

Duties of Party A
a)   Party A should accomplish all the designing drawings within 15 days after
     signing of the contract and meet with technique requirement of the project.
b)   The project must be finalized and ready for use within 100 working days
     starting from the date when the construction team enters into the project
     site.
c)   Party A should assign technicians to support the future management in
     maintenance and provide training and advice to ensure normal operation of
     pipeline system.
d)   Party A should advance all the cost and expense of the project.
e)   Party A should provide technique guidance for the whole pipeline system
     maintenance.

Duties of Party B
a)   Party B should adopt measures to actively coordinate with Party A in
     collecting installation charges according to the payment term of the
     contract.
b)   Party B should make known the LPG Pipeline Users Handbook, advising the
     users to protect gas facilities and assign specific persons in charge of
     the routine gas supply system management.

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c)   Party B should offer an area actually practicably not less than 200m2 for
     central gas station according to Party A's suggestion that complies with
     the National Security Standards of the industry. Party B is also
     responsible for ensuring water and electric supply for the central gas
     station.
d)   Party B should cooperate with Party A with the installation. The delay
     caused by unfavorable installation conditions can be ignored and the
     project is thus allowed to be postponed and the related loss suffered by
     Party A should be compensated by Party B if the representatives from both
     sides acknowledge the fact by signing in written form on the spot.
e)   Party A is independently responsible for applying for various approvals
     regarding the project. 9. Responsibility for Breaching the Contract

Party A:
a)   Party A has to pay RMB10 Yuan to every actual user for every-day-delay of
     normal gas supply.
b)   Party A should fully compensate Party B' for its loss from any accident
     caused by design, or engineering quality problem, or the problem of the
     site control except that the accident is caused by the misuse of the
     facilities.
c)   Party A should provide the users with LPG Pipeline Users Handbook before
     the users start their use of the facilities and inform them the general
     knowledge of the usage and the security highlights.

Party B:
a)   Party B should not contact any other party for any reason for the pipeline
     project after signing of this contract.
b)   If breaking the contract, Party B should pay Party A 110% of the total
     contracted amount as a penalty.

10.  The contract has four original copies and each holds two. One Xerox copy
     can be made to be kept by the construction team.
11.  The contract is to be effective upon signatures by both sides along with
     Corporate Seals dully put and will be void when acceptance checking is
     passed and the payment is dully effected.
12.  Party B authorizes Party A or its assigned party as the sole LPG supplier
     after the completion of the project. Party B won't look for somebody else
     for the same purpose (a separate LPG Supply Contract will be negotiated and
     signed later).
13.  The unmentioned matters, if any, will be settled by further negotiations
     between the two parties.


PARTY A:   PROTON ENTERPRISES (WUHAN) LTD.

(Signed by the representative Mr. Sun Changjian)




PARTY B: CONSTRUCTION HEADQUARTERS OF ZUNYI MUNICIPAL GOVERNMENT

(Signed by the representative Mr. Du Zhongyun)