EX-10.1

                      STANDBY EQUITY DISTRIBUTION AGREEMENT
                      -------------------------------------

     THIS  AGREEMENT  dated  as of the ___ day of October 2004 (the "Agreement")
                                                                     ---------
between  CORNELL  CAPITAL  PARTNERS,  LP,  a  Delaware  limited partnership (the
"Investor"),  and  CHINA  WORLD  TRADE  CORPORATION, a corporation organized and
 --------
existing  under  the  laws  of  the  State  of  Nevada  (the  "Company").
                                                               -------

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein, the Company shall issue and sell to the Investor,
from  time  to time as provided herein, and the Investor shall purchase from the
Company  up to Thirty Million U.S. Dollars ($30,000,000) of the Company's common
stock,  par  value  $_____  per  share  (the  "Common  Stock");  and
                                               -------------

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the
               ------------
regulations  promulgated  thereunder  (the  "Securities  Act"), and or upon such
                                             ---------------
other  exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder.

     WHEREAS,  the  Company  has  engaged  Duncan  Capital  Group  (the
"Placement  Agent"),  to  act  as  the  Company's  exclusive  placement agent in
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connection with the sale of the Company's Common Stock to the Investor hereunder
pursuant to the Placement Agent Agreement dated the date hereof by and among the
Company, the Placement Agent and the Investor (the "Placement Agent Agreement").
                                                    -------------------------
NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

                                   ARTICLE I.
                               CERTAIN DEFINITIONS

Section  1.1.     "Advance"  shall  mean  the  portion  of the Commitment Amount
                   -------
requested  by  the  Company  in  the  Advance  Notice.

Section  1.2.     "Advance  Date" shall mean the date Butler Gonzalez LLP Escrow
                   -------------
Account is in receipt of the funds from the Investor and Butler Gonzalez LLP, as
the Investor's Counsel, is in possession of free trading shares from the Company
and  therefore  an Advance by the Investor to the Company can be made and Butler
Gonzalez  LLP  can  release the free trading shares to the Investor. The Advance
Date  shall  be  the  first (1st) Trading Day after expiration of the applicable
Pricing  Period  for  each  Advance.

Section  1.3.     "Advance  Notice"  shall mean a written notice to the Investor
                   ---------------
setting forth the Advance amount that the Company requests from the Investor and
the  Advance  Date.

Section  1.4.     "Advance  Notice  Date"  shall  mean  each  date  the  Company
                   ---------------------
delivers  to  the  Investor  an Advance Notice requiring the Investor to advance
funds  to the Company, subject to the terms of this Agreement. No Advance Notice
Date  shall  be  less than seven (7) Trading Days after the prior Advance Notice
Date.

Section  1.5.     "Bid Price" shall mean, on any date, the closing bid price (as
                   ---------
reported  by  Bloomberg  L.P.) of the Common Stock on the Principal Market or if
the  Common  Stock is not traded on a Principal Market, the highest reported bid
price  for  the  Common  Stock,  as  furnished  by  the  National Association of
Securities  Dealers,  Inc.

Section  1.6.     "Closing"  shall  mean  one  of the closings of a purchase and
                   -------
sale  of  Common  Stock  pursuant  to  Section  2.3.

Section  1.7.     "Commitment  Amount"  shall mean the aggregate amount of up to
                   ------------------
Thirty  Million  U.S.  Dollars  ($30,000,000)  which  the Investor has agreed to
provide  to the Company in order to purchase the Company's Common Stock pursuant
to  the  terms  and  conditions  of  this  Agreement.

Section  1.8.     "Commitment  Period"  shall  mean the period commencing on the
                   ------------------
earlier  to  occur  of  (i) the Effective Date, or (ii) such earlier date as the
Company  and  the  Investor  may  mutually agree in writing, and expiring on the
earliest  to occur of (x) the date on which the Investor shall have made payment
of Advances pursuant to this Agreement in the aggregate amount of Thirty Million
U.S.  Dollars  ($30,000,000), (y) the date this Agreement is terminated pursuant
to  Section  2.5,  or  (z)  the date occurring twenty-four (24) months after the
Effective  Date.

Section  1.9.     "Common Stock"  shall  mean  the  Company's  common stock, par
                   ------------
value  $_____  per  share.

Section  1.10.    "Condition Satisfaction Date" shall have the meaning set forth
                   ---------------------------
in  Section  7.2.

Section  1.11.    "Damages" shall mean any loss, claim, damage, liability, costs
                   -------
and  expenses  (including,  without  limitation,  reasonable attorney's fees and
disbursements  and  costs  and  expenses of expert witnesses and investigation).

Section  1.12.    "Effective  Date"  shall mean  the date on which the SEC first
                   ---------------
declares  effective  a  Registration  Statement  registering  the  resale of the
Registrable  Securities  as  set  forth  in  Section  7.2(a).

Section  1.13.    "Escrow  Agreement"  shall mean the escrow agreement among the
                   -----------------
Company,  the  Investor,  and  Butler  Gonzalez  LLP,  dated  the  date  hereof.

Section  1.14.    "Exchange Act" shall mean the Securities Exchange Act of 1934,
                   ------------
as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

Section  1.15.    "Material  Adverse  Effect"  shall  mean  any  condition,
                   -------------------------
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform any of its obligations
under  this  Agreement  or  the  Registration  Rights  Agreement in any material
respect.

Section  1.16.    "Market Price"  shall mean the lowest VWAP of the Common Stock
                   ------------
during  the  Pricing  Period.

Section  1.17.    "Maximum  Advance  Amount"  shall be up to Three Million  U.S.
                   ------------------------
Dollars  (US$3,000,000)  on the initial Advance Notice hereunder , and up to One
Million  Five  Hundred  Thousand  Dollars  ($1,500,000) per Advance Notice there
after.

Section  1.18.    "NASD"  shall  mean  the  National  Association  of Securities
                   ----
Dealers,  Inc.

Section  1.19.    "Person"  shall  mean  an  individual,  a  corporation,  a
                   ------
partnership,  an association, a trust or other entity or organization, including
a  government  or political subdivision or an agency or instrumentality thereof.

Section  1.20.    "Placement  Agent"  shall  mean  Duncan  Capital  Group,  a
                   ----------------
registered  broker-dealer.

Section  1.21.    "Pricing  Period" shall mean the five (5) consecutive  Trading
                   ---------------
Days  after  the  Advance  Notice  Date.

Section  1.22.    "Principal Market" shall mean the Nasdaq National Market,  the
                   ----------------
Nasdaq  SmallCap  Market, the American Stock Exchange, the OTC Bulletin Board or
the  New  York  Stock  Exchange,  whichever is at the time the principal trading
exchange  or  market  for  the  Common  Stock.

Section  1.23.    "Purchase Price"  shall be set at ninety nine percent (99%) of
                   --------------
the  Market  Price  during  the  Pricing  Period.

Section  1.24.    "Registrable Securities" shall mean the shares of Common Stock
                   ----------------------
to  be  issued  hereunder (i) in respect of which the Registration Statement has
not  been  declared  effective  by  the SEC, (ii) which have not been sold under
circumstances  meeting  all  of  the  applicable  conditions of Rule 144 (or any
similar  provision then in force) under the Securities Act ("Rule 144") or (iii)
                                                             --------
which  have not been otherwise transferred to a holder who may trade such shares
without  restriction  under  the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend.

Section  1.25.    "Registration  Rights  Agreement"  shall mean the Registration
                   -------------------------------
Rights Agreement dated the date hereof, regarding the filing of the Registration
Statement for the resale of the Registrable Securities, entered into between the
Company  and  the  Investor.

Section  1.26.    "Registration  Statement"  shall mean a registration statement
                   -----------------------
on  Form  S-1  or  SB-2  (if  use  of such form is then available to the Company
pursuant  to the rules of the SEC and, if not, on such other form promulgated by
the  SEC  for which the Company then qualifies and which counsel for the Company
shall  deem appropriate, and which form shall be available for the resale of the
Registrable  Securities  to  be  registered  thereunder  in  accordance with the
provisions  of  this  Agreement  and  the  Registration Rights Agreement, and in
accordance with the intended method of distribution of such securities), for the
registration  of  the resale by the Investor of the Registrable Securities under
the  Securities  Act.

Section  1.27.    "Regulation  D"  shall  have  the  meaning  set  forth  in the
                   -------------
recitals  of  this  Agreement.

Section  1.28.    "SEC"  shall  mean  the  Securities  and  Exchange Commission.
                   ---

Section  1.29.    "Securities  Act"  shall  have  the  meaning  set forth in the
                   ---------------
recitals  of  this  Agreement.

Section  1.30.    "SEC  Documents"  shall  mean  Annual  Reports on Form 10-KSB,
                   --------------
Quarterly  Reports  on  Form  10-QSB,  Current  Reports  on  Form  8-K and Proxy
Statements  of  the  Company  as  supplemented  to the date hereof, filed by the
Company  for  a  period of at least twelve (12) months immediately preceding the
date  hereof  or  the  Advance  Date, as the case may be, until such time as the
Company  no  longer  has  an  obligation  to  maintain  the  effectiveness  of a
Registration  Statement  as  set  forth  in  the  Registration Rights Agreement.

Section  1.31.    "Trading  Day"  shall  mean  any day during which the New York
                   ------------
Stock  Exchange  shall  be  open  for  business.

Section  1.32.    "VWAP"  shall  mean  the  volume weighted average price of the
                   ----
Company's  Common  Stock  as  quoted  by  Bloomberg,  LP.

                                  ARTICLE II.
                                    ADVANCES

Section  2.1.     Investments.
                  -----------

     (a)     Advances.  Upon  the  terms  and  conditions  set  forth  herein
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(including,  without  limitation,  the provisions of Article VII hereof), on any
Advance  Notice  Date  the Company may request an Advance by the Investor by the
delivery  of  an  Advance Notice.  The number of shares of Common Stock that the
Investor  shall  receive  for  each  Advance shall be determined by dividing the
amount  of  the  Advance  by  the Purchase Price.  No fractional shares shall be
issued.  Fractional  shares  shall be rounded to the next higher whole number of
shares.  The aggregate maximum amount of all Advances that the Investor shall be
obligated  to  make under this Agreement shall not exceed the Commitment Amount.

Section  2.2.     Mechanics.
                  ---------

     (a)     Advance  Notice.  At  any  time  during  the Commitment Period, the
             ---------------
Company may deliver an Advance Notice to the Investor, subject to the conditions
set  forth  in  Section  7.2;  provided, however, the amount for each Advance as
designated  by  the  Company in the applicable Advance Notice, shall not be more
than  the Maximum Advance Amount.  The aggregate amount of the Advances pursuant
to  this  Agreement  shall  not  exceed  the  Commitment  Amount.  The  Company
acknowledges  that  the  Investor  may sell shares of the Company's Common Stock
corresponding  with a particular Advance Notice on the day the Advance Notice is
received  by  the  Investor.  There shall be a minimum of seven (7) Trading Days
between  each  Advance  Notice  Date.

     (b)     Date  of  Delivery of Advance Notice.  An Advance  Notice  shall be
             ------------------------------------
deemed delivered on (i) the Trading Day it is received by facsimile or otherwise
by  the Investor if such notice is received prior to 12:00 noon Eastern Time, or
(ii)  the  immediately  succeeding Trading Day if it is received by facsimile or
otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day
which  is  not a Trading Day. No Advance Notice may be deemed delivered on a day
that  is  not  a  Trading  Day.

     (c)     Pre-Closing  Share  Credit.  Within  two (2)  business  days  after
             --------------------------
the Advance Notice Date, the Company shall credit shares of the Company's Common
Stock  to  the  Investor's  counsel's  balance account with The Depository Trust
Company  through  its Deposit Withdrawal At Custodian system, in an amount equal
to  the  amount of the requested Advance divided by the closing Bid Price of the
Company's Common Stock as of the Advance Notice Date multiplied by one point one
(1.1).  Any  adjustments to the number of shares to be delivered to the Investor
at  the  Closing  as  a  result  of fluctuations in the closing Bid Price of the
Company's  Common  Stock shall be made as of the date of the Closing. Any excess
shares  shall  be  credited to the next Advance. In no event shall the number of
shares issuable to the Investor pursuant to an Advance cause the Investor to own
in  excess  of nine and 9/10 percent (9.9%) of the then outstanding Common Stock
of  the  Company.

     (d)     Hardship.  In  the  event  the Investor  sells the Company's Common
             --------
Stock  pursuant  to  subsection  (c)  above and the Company fails to perform its
obligations  as  mandated  in Section 2.5 and 2.2 (c), and specifically fails to
provide the Investor with the shares of Common Stock for the applicable Advance,
the  Company  acknowledges that the Investor shall suffer financial hardship and
therefore  shall  be  liable  for  any  and  all  losses,  commissions, fees, or
financial  hardship  caused  to  the  Investor.

Section  2.3.     Closings. On each Advance Date, which shall be the first (1st)
                  --------
Trading  Day after expiration of the applicable Pricing Period for each Advance,
(i)  the Company shall deliver to the Investor's Counsel, as defined pursuant to
the  Escrow  Agreement,  shares  of the Company's Common Stock, representing the
amount of the Advance by the Investor pursuant to Section 2.1 herein, registered
in  the  name  of  the  Investor  which  shall  be delivered to the Investor, or
otherwise  in  accordance  with the Escrow Agreement and (ii) the Investor shall
deliver  to  Butler  Gonzalez  LLP  (the  "Escrow  Agent")  the  amount  of  the
                                           -------------
Advance  specified  in  the  Advance  Notice  by  wire  transfer  of immediately
available  funds  which  shall  be  delivered  to  the  Company, or otherwise in
accordance  with  the  Escrow Agreement. In addition, on or prior to the Advance
Date,  each  of  the Company and the Investor shall deliver to the other through
the  Investor's  Counsel, all documents, instruments and writings required to be
delivered by either of them pursuant to this Agreement in order to implement and
effect the transactions contemplated herein. Payment of funds to the Company and
delivery of the Company's Common Stock to the Investor shall occur in accordance
with the conditions set forth above and those contained in the Escrow Agreement;
provided,  however,  that to the extent  the  Company  has  not  paid  the fees,
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expenses,  and  disbursements  of  the  Investor,  the  Investor's  counsel,  or
Kirkpatrick  & Lockhart, LLP in accordance with Section 12.4, the amount of such
fees,  expenses, and disbursements may be deducted by the Investor (and shall be
paid  to the relevant party) from the amount of the Advance with no reduction in
the  amount  of  shares  of  the  Company's Common Stock to be delivered on such
Advance  Date.

Section  2.4.     Termination  of Investment.  The obligation of the Investor to
                  --------------------------
make  an  Advance  to  the  Company  pursuant  to this Agreement shall terminate
permanently  (including  with  respect  to  an  Advance  Date  that  has not yet
occurred)  in  the event that (i) there shall occur any stop order or suspension
of  the  effectiveness  of  the Registration Statement for an aggregate of fifty
(50)  Trading  Days,  other  than  due  to  the acts of the Investor, during the
Commitment  Period,  and  (ii)  the Company shall at any time fail materially to
comply  with the requirements of Article VI and such failure is not cured within
thirty  (30)  days  after receipt of written notice from the Investor, provided,
                                                                       --------
however,  that  this  termination  provision  shall  not  apply  to  any  period
-------
commencing  upon  the  filing of a post-effective amendment to such Registration
Statement  and  ending  upon  the date on which such post effective amendment is
declared  effective  by  the  SEC.

Section  2.5.     Agreement  to  Advance  Funds.
                  -----------------------------

     (a)     The  Investor agrees to advance the amount specified in the Advance
Notice  to  the Company after the completion of each of the following conditions
and  the  other  conditions  set  forth  in  this  Agreement:

     (i)  the  execution  and delivery by the Company, and the Investor, of this
          Agreement  and  the  Exhibits  hereto;

     (ii) Investor's  Counsel  shall  have  received  the shares of Common Stock
          applicable  to  the  Advance in accordance with Section 2.2(c) hereof;

     (iii)the  Company's  Registration  Statement  with respect to the resale of
          the  Registrable  Securities  in  accordance  with  the  terms  of the
          Registration  Rights  Agreement  shall have been declared effective by
          the  SEC;

     (iv) the  Company  shall  have  obtained  all  material  permits  and
          qualifications required by any applicable state for the offer and sale
          of  the  Registrable  Securities,  or  shall  have the availability of
          exemptions  therefrom.  The  sale  and  issuance  of  the  Registrable
          Securities  shall  be legally permitted by all laws and regulations to
          which  the  Company  is  subject;

     (v)  the  Company  shall  have filed with the Commission in a timely manner
          all  reports,  notices  and  other  documents required of a "reporting
          company" under the Exchange Act and applicable Commission regulations;

     (vi) the  fees  as  set forth in Section 12.4 below shall have been paid or
          can  be  withheld  as  provided  in  Section  2.3;  and

     (vii)the  conditions  set forth in Section 7.2 shall have been satisfied.

     (viii)the  Company  shall have provided to the Investor an acknowledgement,
          from ___________ as to its ability to provide all consents required in
          order  to  file  a  registration  statement  in  connection  with this
          transaction;

     (ix) The  Company's  transfer  agent  shall  be  DWAC  eligible.

Section  2.6.     Lock  Up  Period.
                  -----------------

     (i)  During  the Commitment Period, the Company shall not issue or sell (i)
          any  Common  Stock  or  Preferred Stock without consideration or for a
          consideration  per  share  less  than  the  Bid  Price  on the date of
          issuance  or  (ii) issue or sell any warrant, option, right, contract,
          call,  or other security or instrument granting the holder thereof the
          right  to  acquire  Common  Stock  without  consideration  or  for  a
          consideration  per  share  less  than  the  Bid  Price  on the date of
          issuance.

     (ii) On  the  date  hereof,  the Company shall obtain from each officer and
          director  a  lock-up  agreement, as defined below, in the form annexed
          hereto  as  Schedule  2.6 agreeing to only sell in compliance with the
          volume  limitation  of  Rule  144.

                                  ARTICLE III.
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

     Investor  hereby  represents  and warrants to, and agrees with, the Company
that  the  following  are  true and as of the date hereof and as of each Advance
Date:

Section  3.1.     Organization  and  Authorization.  The  Investor  is duly
                  --------------------------------
incorporated  or  organized  and  validly  existing  in  the jurisdiction of its
incorporation  or  organization  and  has  all  requisite power and authority to
purchase and hold the securities issuable hereunder.  The decision to invest and
the  execution  and delivery of this Agreement by such Investor, the performance
by  such  Investor  of  its  obligations  hereunder and the consummation by such
Investor  of  the transactions contemplated hereby have been duly authorized and
requires  no other proceedings on the part of the Investor.  The undersigned has
the  right,  power  and  authority to execute and deliver this Agreement and all
other  instruments  (including,  without  limitations,  the  Registration Rights
Agreement),  on  behalf  of the Investor.  This Agreement has been duly executed
and  delivered  by  the Investor and, assuming the execution and delivery hereof
and  acceptance  thereof  by  the  Company, will constitute the legal, valid and
binding  obligations  of  the  Investor,  enforceable  against  the  Investor in
accordance  with  its  terms.

Section  3.2.     Evaluation  of  Risks.  The  Investor  has  such knowledge and
                  ---------------------
experience  in financial tax and business matters as to be capable of evaluating
the  merits  and  risks  of,  and  bearing  the  economic  risks entailed by, an
investment  in  the  Company  and of protecting its interests in connection with
this  transaction.  It  recognizes that its investment in the Company involves a
high  degree  of  risk.

Section  3.3.     No  Legal  Advice From the Company.  The Investor acknowledges
                  ----------------------------------
that  it  had  the  opportunity  to  review  this Agreement and the transactions
contemplated  by this Agreement with his or its own legal counsel and investment
and  tax  advisors.  The Investor is relying solely on such counsel and advisors
and  not  on  any  statements  or  representations  of the Company or any of its
representatives  or  agents  for legal, tax or investment advice with respect to
this  investment,  the  transactions  contemplated  by  this  Agreement  or  the
securities  laws  of  any  jurisdiction.

Section  3.4.     Investment  Purpose. The securities are being purchased by the
                  -------------------
Investor  for  its  own  account,  for  investment  and  without any view to the
distribution, assignment or resale to others or fractionalization in whole or in
part.  The  Investor  agrees not to assign or in any way transfer the Investor's
rights  to  the  securities  or  any  interest therein and acknowledges that the
Company  will  not  recognize  any  purported  assignment  or transfer except in
accordance  with  applicable Federal and state securities laws.  No other person
has  or  will  have  a direct or indirect beneficial interest in the securities.
The  Investor  agrees  not  to  sell,  hypothecate  or  otherwise  transfer  the
Investor's  securities  unless  the  securities are registered under Federal and
applicable  state  securities  laws  or  unless,  in  the  opinion  of  counsel
satisfactory  to  the  Company,  an  exemption  from  such  laws  is  available.

Section  3.5.     Accredited Investor.  The Investor is an "Accredited Investor"
                  -------------------                       -------------------
as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act.

Section  3.6.     Information.  The Investor and its advisors (and its counsel),
                  -----------
if  any,  have  been  furnished  with  all  materials  relating to the business,
finances  and  operations  of  the Company and information it deemed material to
making  an informed investment decision.  The Investor and its advisors, if any,
have  been  afforded  the  opportunity  to  ask questions of the Company and its
management.  Neither  such  inquiries nor any other due diligence investigations
conducted by such Investor or its advisors, if any, or its representatives shall
modify,  amend  or  affect  the  Investor's  right  to  rely  on  the  Company's
representations  and  warranties  contained  in  this  Agreement.  The  Investor
understands that its investment involves a high degree of risk.  The Investor is
in  a  position  regarding  the  Company,  which,  based upon employment, family
relationship  or economic bargaining power, enabled and enables such Investor to
obtain information from the Company in order to evaluate the merits and risks of
this investment.  The Investor has sought such accounting, legal and tax advice,
as  it  has  considered  necessary  to make an informed investment decision with
respect  to  this  transaction.

Section  3.7.     Receipt  of  Documents.  The  Investor  and  its  counsel have
                  ----------------------
received  and  read  in  their  entirety:  (i)  this  Agreement and the Exhibits
annexed hereto; (ii) all due diligence and other information necessary to verify
the accuracy and completeness of such representations, warranties and covenants;
(iii)  the  Company's Form 10-KSB for the year ended ___________ and Form 10-QSB
for  the  period  ended  ____________;  and  (iv)  answers  to all questions the
Investor  submitted  to  the Company regarding an investment in the Company; and
the  Investor  has  relied on the information contained therein and has not been
furnished  any  other  documents,  literature,  memorandum  or  prospectus.

Section  3.8.     Registration  Rights  Agreement  and  Escrow  Agreement.  The
                  -------------------------------------------------------
parties  have  entered  into  the  Registration  Rights Agreement and the Escrow
Agreement,  each  dated  the  date  hereof.

Section  3.9.     No  General Solicitation.  Neither the Company, nor any of its
                  ------------------------
affiliates,  nor  any  person  acting on its or their behalf, has engaged in any
form  of  general  solicitation  or  general  advertising (within the meaning of
Regulation  D  under the Securities Act) in connection with the offer or sale of
the  shares  of  Common  Stock  offered  hereby.

Section  3.10.    Not an Affiliate.  The Investor is not an officer, director or
                  ----------------
a  person  that  directly,  or  indirectly  through  one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any
"Affiliate"  of  the  Company  (as  that  term  is  defined  in  Rule 405 of the
 ---------
Securities  Act).  Neither  the  Investor  nor  its Affiliates has an open short
position  in  the  Common  Stock of the Company, and the Investor agrees that it
will  not,  and  that  it  will cause its Affiliates not to, engage in any short
sales of or hedging transactions with respect to the Common Stock, provided that
the  Company  acknowledges and agrees that upon receipt of an Advance Notice the
Investor  will  sell  the  Shares  to  be issued to the Investor pursuant to the
Advance  Notice,  even  if  the  Shares have not been delivered to the Investor.

Section  3.11.    Trading  Activities.  The  Investor's  trading activities with
                  -------------------
respect to the Company's Common Stock shall be in compliance with all applicable
federal  and  state  securities  laws,  rules  and regulations and the rules and
regulations  of  the  Principal  Market  on  which the Company's Common Stock is
listed  or  traded.  Neither  the  Investor nor its affiliates has an open short
position  in the Common Stock of the Company and, except as set forth below, the
Investor shall not and will cause its affiliates not to engage in any short sale
as  defined  in any applicable SEC or National Association of Securities Dealers
rules  on  any  hedging  transactions  with respect to the Common Stock. Without
limiting  the  foregoing,  the  Investor agrees not to engage in any naked short
transactions  in  excess  of  the  amount of shares owned (or an offsetting long
position)  during the Commitment Period.  The Investor shall be entitled to sell
Common  Stock  during  the  applicable  Pricing  Period.

                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except  as  stated below, on the disclosure schedules attached hereto or in
the  SEC  Documents  (as  defined  herein),  the  Company  hereby represents and
warrants  to,  and  covenants with, the Investor that the following are true and
correct  as  of  the  date  hereof:

Section  4.1.     Organization  and  Qualification.  The  Company  is  duly
                  --------------------------------
incorporated  or  organized  and  validly  existing  in  the jurisdiction of its
incorporation  or  organization  and  has  all  requisite  power  and  authority
corporate  power to own its properties and to carry on its business as now being
conducted.  Each  of  the  Company  and  its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in  which  the  nature  of the business conducted by it makes such qualification
necessary,  except  to  the  extent that the failure to be so qualified or be in
good  standing  would  not have a Material Adverse Effect on the Company and its
subsidiaries  taken  as  a  whole.

Section  4.2.     Authorization, Enforcement, Compliance with Other Instruments.
                  -------------------------------------------------------------
(i)  The  Company  has the requisite corporate power and authority to enter into
and  perform  this  Agreement,  the  Registration  Rights  Agreement, the Escrow
Agreement,  the  Placement  Agent  Agreement  and  any  related  agreements,  in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this  Agreement,  the  Registration  Rights Agreement, the Escrow Agreement, the
Placement  Agent  Agreement  and  any  related agreements by the Company and the
consummation  by  it  of  the transactions contemplated hereby and thereby, have
been  duly authorized by the Company's Board of Directors and no further consent
or  authorization  is  required  by  the  Company, its Board of Directors or its
stockholders,  (iii)  this  Agreement,  the  Registration  Rights Agreement, the
Escrow  Agreement, the Placement Agent Agreement and any related agreements have
been  duly  executed  and  delivered  by  the  Company, (iv) this Agreement, the
Registration  Rights  Agreement,  the  Escrow  Agreement,  the  Placement  Agent
Agreement  and assuming the execution and delivery thereof and acceptance by the
Investor and any related agreements constitute the valid and binding obligations
of  the  Company enforceable against the Company in accordance with their terms,
except  as such enforceability may be limited by general principles of equity or
applicable  bankruptcy,  insolvency,  reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies.

Section  4.3.     Capitalization.  As of the date hereof, the authorized capital
                  --------------
stock  of  the  Company  consists of _________ shares of Common Stock, par value
$_____  per  share  and  _________  shares  of Preferred Stock of which ________
shares  of  Common Stock and _________ shares of Preferred Stock were issued and
outstanding.  All  of  such  outstanding shares have been validly issued and are
fully  paid  and  nonassessable.  Except  as  disclosed in the SEC Documents, no
shares  of  Common  Stock  are subject to preemptive rights or any other similar
rights  or  any  liens  or  encumbrances  suffered  or permitted by the Company.
Except  as  disclosed in the SEC Documents, as of the date hereof, (i) there are
no  outstanding  options,  warrants,  scrip,  rights  to  subscribe to, calls or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital  stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any  of  its  subsidiaries  is  or  may  become bound to issue
additional  shares of capital stock of the Company or any of its subsidiaries or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares  of  capital  stock of the Company or any of its subsidiaries, (ii) there
are  no  outstanding debt securities (iii) there are no outstanding registration
statements  other  than  on  Form  S-8  and  (iv)  there  are  no  agreements or
arrangements  under which the Company or any of its subsidiaries is obligated to
register  the  sale  of any of their securities under the Securities Act (except
pursuant  to  the  Registration  Rights  Agreement).  There are no securities or
instruments  containing  anti-dilution  or  similar  provisions  that  will  be
triggered  by this Agreement or any related agreement or the consummation of the
transactions  described  herein  or  therein.  The  Company has furnished to the
Investor  true and correct copies of the Company's Certificate of Incorporation,
as  amended  and  as  in  effect  on  the  date  hereof  (the  "Certificate  of
                                                                ---------------
Incorporation"), and the Company's By-laws, as in effect on the date hereof (the
-------------
"By-laws"),  and the terms of all securities convertible into or exercisable for
 -------
Common  Stock and the material rights of the holders thereof in respect thereto.

Section  4.4.     No  Conflict.  The execution, delivery and performance of this
                  ------------
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  will  not  (i) result in a violation of the Certificate of
Incorporation,  any  certificate  of  designations  of any outstanding series of
preferred  stock of the Company or By-laws or (ii) conflict with or constitute a
default  (or  an event which with notice or lapse of time or both would become a
default)  under,  or  give  to  others  any  rights  of  termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the  Company  or any of its subsidiaries is a party, or result in a violation of
any  law,  rule,  regulation,  order,  judgment or decree (including federal and
state  securities  laws  and  regulations  and  the rules and regulations of the
Principal  Market on which the Common Stock is quoted) applicable to the Company
or  any  of  its  subsidiaries or by which any material property or asset of the
Company  or any of its subsidiaries is bound or affected and which would cause a
Material  Adverse Effect.  Except as disclosed in the SEC Documents, neither the
Company  nor its subsidiaries is in violation of any term of or in default under
its  Articles  of  Incorporation  or  By-laws or their organizational charter or
by-laws,  respectively,  or  any  material  contract,  agreement,  mortgage,
indebtedness,  indenture,  instrument, judgment, decree or order or any statute,
rule  or regulation applicable to the Company or its subsidiaries.  The business
of  the  Company and its subsidiaries is not being conducted in violation of any
material  law,  ordinance,  regulation  of  any  governmental entity.  Except as
specifically contemplated by this Agreement and as required under the Securities
Act  and  any  applicable  state securities laws, the Company is not required to
obtain  any  consent,  authorization  or  order  of,  or  make  any  filing  or
registration  with, any court or governmental agency in order for it to execute,
deliver  or  perform  any  of  its  obligations  under  or  contemplated by this
Agreement  or  the  Registration  Rights  Agreement in accordance with the terms
hereof  or  thereof.  All  consents,  authorizations,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have  been  obtained  or effected on or prior to the date hereof.  The
Company and its subsidiaries are unaware of any fact or circumstance which might
give  rise  to  any  of  the  foregoing.

Section  4.5.     SEC  Documents;  Financial  Statements.  Since __________, the
                  --------------------------------------
Company  has filed all reports, schedules, forms, statements and other documents
required  to be filed by it with the SEC under of the Exchange Act.  The Company
has  delivered to the Investor or its representatives, or made available through
the  SEC's  website  at  http://www.sec.gov, true and complete copies of the SEC
Documents.  As  of  their  respective  dates,  the  financial  statements of the
Company  disclosed in the SEC Documents (the "Financial Statements") complied as
                                              --------------------
to form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto.  Such financial
statements  have  been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be  otherwise  indicated  in  such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes  or may be condensed or summary statements) and, fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments).  No  other  information provided by or on behalf of the Company to
the  Investor  which  is  not  included in the SEC Documents contains any untrue
statement  of  a  material fact or omits to state any material fact necessary in
order  to  make  the statements therein, in the light of the circumstances under
which  they  were  made,  not  misleading.

Section  4.6.     10b-5.  The SEC Documents do not include any untrue statements
                  -----
of  material  fact,  nor  do they omit to state any material fact required to be
stated  therein  necessary  to  make  the  statements  made,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading.

Section  4.7.     No Default.  Except  as  disclosed  in  the SEC Documents, the
                  ----------
Company  is  not  in  default  in  the performance or observance of any material
obligation,  agreement,  covenant  or  condition  contained  in  any  indenture,
mortgage, deed of trust or other material instrument or agreement to which it is
a  party  or  by which it is or its property is bound and neither the execution,
nor  the  delivery  by  the  Company,  nor the performance by the Company of its
obligations  under  this  Agreement or any of the exhibits or attachments hereto
will  conflict  with or result in the breach or violation of any of the terms or
provisions  of,  or constitute a default or result in the creation or imposition
of  any  lien  or  charge  on  any assets or properties of the Company under its
Certificate of Incorporation, By-Laws, any material indenture, mortgage, deed of
trust  or  other  material  agreement applicable to the Company or instrument to
which  the  Company  is  a party or by which it is bound, or any statute, or any
decree, judgment, order, rules or regulation of any court or governmental agency
or  body  having  jurisdiction  over the Company or its properties, in each case
which  default,  lien  or charge is likely to cause a Material Adverse Effect on
the  Company's  business  or  financial  condition.

Section  4.8.     Absence of Events of Default.  Except for matters described in
                  ----------------------------
the  SEC Documents and/or this Agreement, no Event of Default, as defined in the
respective  agreement  to which the Company is a party, and no event which, with
the  giving  of  notice or the passage of time or both, would become an Event of
Default  (as  so  defined),  has  occurred and is continuing, which would have a
Material  Adverse  Effect  on  the  Company's  business,  properties, prospects,
financial  condition  or  results  of  operations.

Section  4.9.     Intellectual Property Rights. The Company and its subsidiaries
                  ----------------------------
own or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as now conducted.   The Company and its subsidiaries do not have any
knowledge  of  any infringement by the Company or its subsidiaries of trademark,
trade  name  rights,  patents,  patent rights, copyrights, inventions, licenses,
service  names, service marks, service mark registrations, trade secret or other
similar  rights  of  others,  and,  to the knowledge of the Company, there is no
claim,  action  or proceeding being made or brought against, or to the Company's
knowledge,  being  threatened against, the Company or its subsidiaries regarding
trademark,  trade  name,  patents, patent rights, invention, copyright, license,
service  names, service marks, service mark registrations, trade secret or other
infringement;  and  the Company and its subsidiaries are unaware of any facts or
circumstances  which  might  give  rise  to  any  of  the  foregoing.

Section  4.10.    Employee  Relations.  Neither  the  Company  nor  any  of  its
                  -------------------
subsidiaries  is  involved  in  any  labor  dispute nor, to the knowledge of the
Company or any of its subsidiaries, is any such dispute threatened.  None of the
Company's  or its subsidiaries' employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

Section  4.11.    Environmental Laws.  The Company  and its subsidiaries are (i)
                  ------------------
in  compliance  with any and all applicable material foreign, federal, state and
local  laws  and  regulations  relating  to  the  protection of human health and
safety,  the  environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("Environmental Laws"), (ii) have received all permits, licenses
                  ------------------
or  other  approvals  required  of  them  under applicable Environmental Laws to
conduct  their  respective businesses and (iii) are in compliance with all terms
and  conditions  of  any  such  permit,  license  or  approval.

Section  4.12.    Title.  Except as set forth in  the SEC Documents, the Company
                  -----
has good and marketable title to its properties and material assets owned by it,
free  and  clear  of  any pledge, lien, security interest, encumbrance, claim or
equitable  interest  other  than such as are not material to the business of the
Company.  Any  real  property and facilities held under lease by the Company and
its subsidiaries are held by them under valid, subsisting and enforceable leases
with  such exceptions as are not material and do not interfere with the use made
and  proposed  to  be made of such property and buildings by the Company and its
subsidiaries.

Section  4.13.    Insurance.  The  Company  and  each  of  its  subsidiaries are
                  ---------
insured  by  insurers of recognized financial responsibility against such losses
and  risks  and  in  such  amounts  as  management of the Company believes to be
prudent  and  customary  in  the  businesses  in  which  the  Company  and  its
subsidiaries  are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any  such subsidiary has any reason to believe that it will not be able to renew
its  existing  insurance coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial  or  otherwise, or the earnings, business or operations of the Company
and  its  subsidiaries,  taken  as  a  whole.

Section  4.14.    Regulatory Permits.  The Company  and its subsidiaries possess
                  ------------------
all  material certificates, authorizations and permits issued by the appropriate
federal,  state  or  foreign  regulatory  authorities necessary to conduct their
respective  businesses,  and  neither  the  Company  nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification of
any  such  certificate,  authorization  or  permit.

Section  4.15.    Internal  Accounting  Controls.  The  Company  and each of its
                  ------------------------------
subsidiaries  maintain  a  system  of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's  general  or  specific  authorization  and  (iv)  the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

Section  4.16.    No Material Adverse Breaches, etc.  Except as set forth in the
                  ---------------------------------
SEC Documents, neither the Company nor any of its subsidiaries is subject to any
charter,  corporate  or other legal restriction, or any judgment, decree, order,
rule  or  regulation  which  in the judgment of the Company's officers has or is
expected  in  the  future  to  have  a  Material Adverse Effect on the business,
properties,  operations, financial condition, results of operations or prospects
of  the  Company or its subsidiaries.  Except as set forth in the SEC Documents,
neither  the Company nor any of its subsidiaries is in breach of any contract or
agreement  which  breach,  in  the judgment of the Company's officers, has or is
expected  to  have  a  Material  Adverse  Effect  on  the  business, properties,
operations,  financial  condition,  results  of  operations  or prospects of the
Company  or  its  subsidiaries.

Section  4.17.    Absence  of  Litigation.  Except  as  set  forth  in  the  SEC
                  -----------------------
Documents, there is no action, suit, proceeding, inquiry or investigation before
or  by  any court, public board, government agency, self-regulatory organization
or body pending against or affecting the Company, the Common Stock or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(i)  have a Material Adverse Effect on the transactions contemplated hereby (ii)
adversely  affect the validity or enforceability of, or the authority or ability
of  the  Company  to perform its obligations under, this Agreement or any of the
documents contemplated herein, or (iii) except as expressly disclosed in the SEC
Documents,  have  a  Material  Adverse  Effect  on  the  business,  operations,
properties,  financial  condition or results of operation of the Company and its
subsidiaries  taken  as  a  whole.

Section  4.18.    Subsidiaries.  Except  as  disclosed  in  the  SEC  Documents,
                  ------------
the  Company  does  not  presently  own  or control, directly or indirectly, any
interest  in  any  other corporation, partnership, association or other business
entity.

Section  4.19.    Tax  Status.  Except  as  disclosed  in the SEC Documents, the
                  -----------
Company  and  each  of  its subsidiaries has made or filed all federal and state
income  and  all  other  tax  returns,  reports and declarations required by any
jurisdiction  to which it is subject and (unless and only to the extent that the
Company  and  each  of  its  subsidiaries  has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all  taxes  and  other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except  those  being  contested  in  good  faith  and has set aside on its books
provision  reasonably  adequate  for  the  payment  of  all  taxes  for  periods
subsequent  to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority  of any jurisdiction, and the officers of the Company know of no basis
for  any  such  claim.

Section  4.20.    Certain  Transactions.  Except  as  set  forth  in  the  SEC
                  ---------------------
Documents  none  of  the  officers,  directors,  or  employees of the Company is
presently  a  party to any transaction with the Company (other than for services
as  employees,  officers  and  directors),  including any contract, agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for  rental  of  real  or  personal  property to or from, or otherwise requiring
payments  to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer,  director,  or  any  such  employee has a substantial interest or is an
officer,  director,  trustee  or  partner.

Section  4.21.    Fees  and  Rights  of  First  Refusal.  The  Company  is  not
                  -------------------------------------
obligated  to offer the securities offered hereunder on a right of first refusal
basis  or  otherwise to any third parties including, but not limited to, current
or  former  shareholders  of the Company, underwriters, brokers, agents or other
third  parties.

Section  4.22.    Use of Proceeds.  The Company represents that the net proceeds
                  ---------------
from  this offering will be used for general corporate purposes.  However, in no
event  shall  the net proceeds from this offering be used by the Company for the
payment (or loaned to any such person for the payment) of any judgment, or other
liability,  incurred  by any executive officer, officer, director or employee of
the Company, except for any liability owed to such person for services rendered,
or  if  any  judgment  or other liability is incurred by such person originating
from  services  rendered  to  the  Company,  or the Company has indemnified such
person  from  liability.

Section  4.23.    Further Representation and Warranties of the Company.  For  so
                  ----------------------------------------------------
long  as  any  securities  issuable  hereunder  held  by  the  Investor  remain
outstanding,  the  Company acknowledges, represents, warrants and agrees that it
will  maintain  the  listing  of  its  Common  Stock  on  the  Principal Market.

Section  4.24.    Opinion of Counsel.  Investor shall receive an opinion  letter
                  ------------------
from  Kirkpatrick  &  Lockhart, LLP, counsel to the Company, on the date hereof.

Section  4.25.    Opinion of Counsel.  The Company will obtain for the Investor,
                  ------------------
at  the  Company's  expense,  any  and  all  opinions  of  counsel  which may be
reasonably  required  in order to sell the securities issuable hereunder without
restriction.

Section  4.26.    Dilution.  The Company is aware and acknowledges that issuance
                  --------
of  shares  of  the  Company's  Common  Stock  could  cause dilution to existing
shareholders  and  could significantly increase the outstanding number of shares
of  Common  Stock.

                                   ARTICLE V.
                                INDEMNIFICATION

     The  Investor  and  the  Company  represent to the other the following with
respect  to  itself:

Section  5.1.     Indemnification.
                  ---------------

     (a)     In  consideration  of the Investor's execution and delivery of this
Agreement,  and in addition to all of the Company's other obligations under this
Agreement,  the  Company  shall defend, protect, indemnify and hold harmless the
Investor,  and  all  of  its officers, directors, partners, employees and agents
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by  this  Agreement)  (collectively,  the  "Investor
                                                                        --------
Indemnitees")  from  and  against  any and all actions, causes of action, suits,
-----------
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith (irrespective of whether any such Investor Indemnitee is a
party  to  the  action  for  which  indemnification  hereunder  is  sought), and
including  reasonable  attorneys'  fees  and  disbursements  (the  "Indemnified
                                                                    -----------
Liabilities"),  incurred  by the Investor Indemnitees or any of them as a result
-----------
of, or arising out of, or relating to (a) any misrepresentation or breach of any
representation  or  warranty  made  by  the  Company  in  this  Agreement or the
Registration  Rights  Agreement or any other certificate, instrument or document
contemplated  hereby  or  thereby,  (b) any breach of any covenant, agreement or
obligation of the Company contained in this Agreement or the Registration Rights
Agreement  or  any other certificate, instrument or document contemplated hereby
or  thereby,  or  (c) any cause of action, suit or claim brought or made against
such  Investor  Indemnitee  not  arising  out  of  any  action or inaction of an
Investor  Indemnitee,  and  arising  out  of  or  resulting  from the execution,
delivery,  performance or enforcement of this Agreement or any other instrument,
document  or  agreement  executed  pursuant  hereto  by  any  of  the  Investor
Indemnitees.  To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the  payment  and  satisfaction of each of the Indemnified Liabilities, which is
permissible  under  applicable  law.

     (b)     In  consideration  of  the  Company's  execution  and  delivery  of
this Agreement, and in addition to all of the Investor's other obligations under
this  Agreement, the Investor shall defend, protect, indemnify and hold harmless
the  Company  and  all  of  its officers, directors, shareholders, employees and
agents  (including,  without  limitation,  those retained in connection with the
transactions  contemplated  by  this  Agreement)  (collectively,  the  "Company
                                                                        -------
Indemnitees")  from  and against any and all Indemnified Liabilities incurred by
-----------
the  Company  Indemnitees  or  any of them as a result of, or arising out of, or
relating  to  (a)  any  misrepresentation  or  breach  of  any representation or
warranty  made  by  the  Investor  in  this  Agreement,  the Registration Rights
Agreement, or any instrument or document contemplated hereby or thereby executed
by  the Investor, (b) any breach of any covenant, agreement or obligation of the
Investor(s)  contained  in this Agreement,  the Registration Rights Agreement or
any  other  certificate,  instrument  or document contemplated hereby or thereby
executed  by  the Investor, or (c) any cause of action, suit or claim brought or
made  against  such  Company Indemnitee based on  misrepresentations or due to a
breach  by  the  Investor  and  arising  out of or resulting from the execution,
delivery,  performance or enforcement of this Agreement or any other instrument,
document  or  agreement  executed  pursuant  hereto  by  any  of  the  Company
Indemnitees.  To  the  extent that the foregoing undertaking by the Investor may
be  unenforceable  for  any  reason,  the  Investor  shall  make  the  maximum
contribution  to  the  payment  and  satisfaction  of  each  of  the Indemnified
Liabilities,  which  is  permissible  under  applicable  law.

     (c)     The  obligations  of  the parties to indemnify or make contribution
under  this  Section  5.1  shall  survive  termination.

                                  ARTICLE VI.
                            COVENANTS OF THE COMPANY

Section  6.1.     Registration  Rights.  The  Company  shall  cause  the
                  --------------------
Registration Rights Agreement to remain in full force and effect and the Company
shall  comply  in  all  material  respects  with  the  terms  thereof.

Section  6.2.     Listing of Common Stock. The Company shall maintain the Common
                  -----------------------
Stock's  authorization  for  quotation on the National Association of Securities
Dealers  Inc.'s  Over  the  Counter  Bulletin  Board.

Section  6.3.     Exchange  Act Registration.  The Company will cause its Common
                  --------------------------
Stock to continue to be registered under Section 12(g) of the Exchange Act, will
file  in  a  timely  manner  all reports and other documents required of it as a
reporting  company  under  the Exchange Act and will not take any action or file
any  document (whether or not permitted by Exchange Act or the rules thereunder)
to  terminate  or  suspend  such  registration  or  to  terminate or suspend its
reporting  and  filing  obligations  under  said  Exchange  Act.

Section  6.4.     Transfer  Agent Instructions.  Not later than two (2) business
                  ----------------------------
days  after  each  Advance  Notice  Date  and  prior  to  each  Closing  and the
effectiveness  of  the  Registration Statement and resale of the Common Stock by
the  Investor,  the  Company  will deliver instructions to its transfer agent to
issue  shares  of  Common  Stock  free  of  restrictive  legends.

Section  6.5.     Corporate Existence. The Company will take all steps necessary
                  -------------------
to  preserve  and  continue  the  corporate  existence  of  the  Company.

Section  6.6.     Notice of Certain Events Affecting Registration; Suspension of
                  --------------------------------------------------------------
Right to Make an Advance.  The Company will immediately notify the Investor upon
------------------------
its  becoming  aware of the occurrence of any of the following events in respect
of  a  registration  statement  or related prospectus relating to an offering of
Registrable Securities: (i) receipt of any request for additional information by
the  SEC  or any other Federal or state governmental authority during the period
of  effectiveness of the Registration Statement for amendments or supplements to
the  registration  statement or related prospectus; (ii) the issuance by the SEC
or  any  other  Federal  or  state  governmental  authority  of  any  stop order
suspending  the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the  Registrable  Securities  for  sale in any jurisdiction or the initiation or
threatening  of any proceeding for such purpose; (iv) the happening of any event
that  makes  any  statement  made  in  the  Registration  Statement  or  related
prospectus  of any document incorporated or deemed to be incorporated therein by
reference  untrue  in  any  material  respect or that requires the making of any
changes  in the Registration Statement, related prospectus or documents so that,
in  the  case  of  the  Registration  Statement,  it will not contain any untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein  or necessary to make the statements therein not misleading, and
that  in  the  case  of  the  related prospectus, it will not contain any untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein or necessary to make the statements therein, in the light of the
circumstances  under which they were made, not misleading; and (v) the Company's
reasonable  determination  that  a  post-effective amendment to the Registration
Statement  would be appropriate; and the Company will promptly make available to
the  Investor  any  such supplement or amendment to the related prospectus.  The
Company  shall  not  deliver  to  the  Investor  any  Advance  Notice during the
continuation  of  any  of  the  foregoing  events.

Section  6.7.     Expectations  Regarding Advance Notices.  Within ten (10) days
                  ---------------------------------------
after  the  commencement  of  each  calendar quarter occurring subsequent to the
commencement  of the Commitment Period, the Company must notify the Investor, in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise  during  such  calendar  quarter,  if any, through the issuance of Advance
Notices.  Such  notification  shall  constitute  only  the  Company's good faith
estimate  and  shall in no way obligate the Company to raise such amount, or any
amount,  or otherwise limit its ability to deliver Advance Notices.  The failure
by  the  Company  to  comply  with  this provision can be cured by the Company's
notifying  the  Investor,  in  writing,  at  any  time  as  to  its  reasonable
expectations  with  respect  to  the  current  calendar  quarter.

Section  6.8.     Restriction  on  Sale of Capital Stock.  During the Commitment
                  --------------------------------------
Period,  the  Company  shall not issue or sell (i) any Common Stock or Preferred
Stock  without  consideration or for a consideration per share less than the bid
price  of  the  Common  Stock determined immediately prior to its issuance, (ii)
issue  or  sell  any  Preferred Stock warrant, option, right, contract, call, or
other  security  or  instrument granting the holder thereof the right to acquire
Common  Stock  without  consideration or for a consideration per share less than
such  Common  Stock's Bid Price determined immediately prior to its issuance, or
(iii)  file  any  registration  statement  on  Form  S-8.

Section  6.9.     Consolidation;  Merger.  The  Company  shall  not, at any time
                  ----------------------
after the date hereof, effect any merger or consolidation of the Company with or
into,  or  a  transfer  of all or substantially all the assets of the Company to
another  entity  (a  "Consolidation  Event")  unless  the resulting successor or
                      --------------------
acquiring  entity  (if  not  the  Company)  assumes  by  written  instrument the
obligation  to deliver to the Investor such shares of stock and/or securities as
the  Investor  is  entitled  to  receive  pursuant  to  this  Agreement.

Section  6.10.    Issuance  of  the  Company's  Common  Stock.  The  sale of the
                  --------------------------------------------
shares  of  Common  Stock  shall  be  made in accordance with the provisions and
requirements  of  Regulation  D  and  any  applicable  state  securities  law.

                                  ARTICLE VII.
                CONDITIONS FOR ADVANCE AND CONDITIONS TO CLOSING

Section  7.1.     Conditions  Precedent  to the Obligations of the Company.
                  ---------------------------------------------------------
The  obligation  hereunder of the Company to issue and sell the shares of Common
Stock  to  the Investor incident to each Closing is subject to the satisfaction,
or  waiver  by  the  Company,  at  or  before  each such Closing, of each of the
conditions  set  forth  below.

     (a)     Accuracy  of  the  Investor's  Representations and Warranties.  The
             -------------------------------------------------------------
representations  and warranties of the Investor shall be true and correct in all
material  respects.

     (b)     Performance  by  the  Investor.  The Investor shall have performed,
             ------------------------------
satisfied  and  complied  in  all  respects  with  all covenants, agreements and
conditions  required  by this Agreement and the Registration Rights Agreement to
be  performed,  satisfied  or  complied with by the Investor at or prior to such
Closing.

Section  7.2.     Conditions  Precedent  to  the  Right  of  the  Company  to
                  -----------------------------------------------------------
Deliver  an Advance Notice and the Obligation of the Investor to Purchase Shares
--------------------------------------------------------------------------------
of  Common Stock.  The right of the Company to deliver an Advance Notice and the
----------------
obligation  of  the  Investor  hereunder  to  acquire  and pay for shares of the
Company's  Common  Stock  incident to a Closing is subject to the fulfillment by
the  Company,  on  (i)  the date of delivery of such Advance Notice and (ii) the
applicable  Advance  Date (each a "Condition Satisfaction Date"), of each of the
                                   ---------------------------
following  conditions:

     (a)     Registration  of  the Common Stock with the SEC.  The Company shall
             -----------------------------------------------
have  filed  with the SEC a Registration Statement with respect to the resale of
the  Registrable  Securities  in  accordance  with the terms of the Registration
Rights  Agreement.  As  set  forth  in  the  Registration  Rights Agreement, the
Registration  Statement  shall have previously become effective and shall remain
effective  on  each  Condition Satisfaction Date and (i) neither the Company nor
the  Investor  shall  have received notice that the SEC has issued or intends to
issue  a  stop  order with respect to the Registration Statement or that the SEC
otherwise  has  suspended  or  withdrawn  the  effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC's concerns have been addressed and the Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action),
and  (ii)  no  other suspension of the use or withdrawal of the effectiveness of
the  Registration Statement or related prospectus shall exist.  The Registration
Statement  must  have  been  declared  effective  by  the SEC prior to the first
Advance  Notice  Date.

     (b)     Authority.  The  Company  shall  have  obtained  all  permits  and
             ---------
qualifications  required  by  any  applicable  state  in  accordance  with  the
Registration  Rights  Agreement  for  the offer and sale of the shares of Common
Stock,  or  shall  have  the availability of exemptions therefrom.  The sale and
issuance  of  the  shares of Common Stock shall be legally permitted by all laws
and  regulations  to  which  the  Company  is  subject.

     (c)     Fundamental  Changes. There shall not exist any fundamental changes
             --------------------
to  the  information set forth in the Registration Statement which would require
the  Company  to  file a post-effective amendment to the Registration Statement.

     (d)     Performance  by the Company.  The  Company  shall  have  performed,
             ---------------------------
satisfied  and  complied in all material respects with all covenants, agreements
and  conditions  required  by this Agreement (including, without limitation, the
conditions  specified  in  Section  2.5  hereof)  and  the  Registration  Rights
Agreement to be performed, satisfied or complied with by the Company at or prior
to  each  Condition  Satisfaction  Date.

     (e)     No  Injunction.  No  statute,  rule, regulation,  executive  order,
             --------------
decree,  ruling  or  injunction shall have been enacted, entered, promulgated or
endorsed  by  any court or governmental authority of competent jurisdiction that
prohibits or directly and adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect  of  prohibiting  or  adversely  affecting  any  of  the  transactions
contemplated  by  this  Agreement.

     (f)     No  Suspension  of Trading in  or  Delisting of  Common Stock.  The
             --------------------------------------------------------------
trading  of the Common Stock is not suspended by the SEC or the Principal Market
(if the Common Stock is traded on a Principal Market). The issuance of shares of
Common  Stock  with respect to the applicable Closing, if any, shall not violate
the  shareholder  approval  requirements  of the Principal Market (if the Common
Stock  is traded on a Principal Market). The Company shall not have received any
notice  threatening  the  continued listing of the Common Stock on the Principal
Market  (if  the  Common  Stock  is  traded  on  a  Principal  Market).

     (g)     Maximum  Advance  Amount.  The amount  of  an  Advance requested by
             ------------------------
the  Company  shall  not  exceed  the Maximum Advance Amount. In addition, in no
event shall the number of shares issuable to the Investor pursuant to an Advance
cause  the Investor to own in excess of nine and 9/10 percent (9.9%) of the then
outstanding  Common  Stock  of  the  Company.

     (h)     No  Knowledge.  The  Company  has no knowledge of any  event  which
             -------------
would  be  more  likely than not to have the effect of causing such Registration
Statement  to  be  suspended  or  otherwise  ineffective.

     (i)     Other.  On  each  Condition  Satisfaction  Date, the Investor shall
             -----
have  received the certificate executed by an officer of the Company in the form
of  Exhibit  A  attached  hereto.
    ----------
                                  ARTICLE VIII.
         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

Section  8.1.     Due  Diligence  Review.  Prior  to  the  filing  of  the
                  ----------------------
Registration  Statement  the  Company  shall  make  available for inspection and
review  by  the  Investor, its advisors and representatives, and any underwriter
participating  in any disposition of the Registrable Securities on behalf of the
Investor pursuant to the Registration Statement, any such registration statement
or  amendment  or  supplement thereto or any blue sky, NASD or other filing, all
financial  and  other records, all SEC Documents and other filings with the SEC,
and  all  other  corporate  documents  and  properties  of the Company as may be
reasonably  necessary  for  the  purpose of such review, and cause the Company's
officers,  directors  and  employees  to  supply all such information reasonably
requested  by the Investor or any such representative, advisor or underwriter in
connection  with  such Registration Statement (including, without limitation, in
response  to  all  questions and other inquiries reasonably made or submitted by
any  of them), prior to and from time to time after the filing and effectiveness
of  the Registration Statement for the sole purpose of enabling the Investor and
such representatives, advisors and underwriters and their respective accountants
and  attorneys  to conduct initial and ongoing due diligence with respect to the
Company  and  the  accuracy  of  the  Registration  Statement.

Section  8.2.     Non-Disclosure  of  Non-Public  Information.
                  -------------------------------------------

     (a)     The  Company  shall  not  disclose  non-public  information  to the
Investor,  its  advisors,  or its representatives, unless prior to disclosure of
such  information  the  Company  identifies such information as being non-public
information  and  provides  the Investor, such advisors and representatives with
the  opportunity  to  accept or refuse to accept such non-public information for
review.  The  Company  may,  as  a  condition  to  disclosing  any  non-public
information  hereunder,  require  the Investor's advisors and representatives to
enter  into  a  confidentiality agreement in form reasonably satisfactory to the
Company  and  the  Investor.

     (b)     Nothing  herein shall require the  Company  to  disclose non-public
information  to the Investor or its advisors or representatives, and the Company
represents  that it does not disseminate non-public information to any investors
who  purchase stock in the Company in a public offering, to money managers or to
securities  analysts, provided, however, that notwithstanding anything herein to
the  contrary, the Company will, as hereinabove provided, immediately notify the
advisors  and  representatives of the Investor and, if any, underwriters, of any
event  or  the existence of any circumstance (without any obligation to disclose
the  specific  event  or  circumstance)  of which it becomes aware, constituting
non-public  information (whether or not requested of the Company specifically or
generally  during  the  course  of  due  diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement
would  cause  such  prospectus  to  include a material misstatement or to omit a
material  fact  required  to  be stated therein in order to make the statements,
therein,  in light of the circumstances in which they were made, not misleading.
Nothing  contained  in  this  Section  8.2  shall be construed to mean that such
persons  or entities other than the Investor (without the written consent of the
Investor  prior  to  disclosure  of  such information) may not obtain non-public
information  in  the  course  of conducting due diligence in accordance with the
terms  of  this  Agreement  and nothing herein shall prevent any such persons or
entities  from  notifying  the  Company  of their opinion that based on such due
diligence  by such persons or entities, that the Registration Statement contains
an  untrue  statement  of  material fact or omits a material fact required to be
stated  in  the  Registration  Statement  or  necessary  to  make the statements
contained  therein,  in  light of the circumstances in which they were made, not
misleading.

                                  ARTICLE IX.
                           CHOICE OF LAW/JURISDICTION

Section  9.1.     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  --------------
interpreted in accordance with the laws of the State of _________ without regard
to  the  principles  of  conflict  of  laws.  The parties further agree that any
action  between  them shall be heard in Hudson County, New Jersey, and expressly
consent  to  the  jurisdiction  and  venue  of the Superior Court of New Jersey,
sitting in Hudson County, New Jersey and the United States District Court of New
Jersey,  sitting in Newark, New Jersey, for the adjudication of any civil action
asserted  pursuant  to  this  paragraph.

                                   ARTICLE X.
                            ASSIGNMENT; TERMINATION

Section 10.1.     Assignment.  Neither  this  Agreement  nor  any  rights of the
                  ----------
Company  hereunder  may  be  assigned  to  any  other  Person.

Section 10.2.     Termination.  The obligations of the Investor to make Advances
                  -----------
under  Article  II  hereof  shall  terminate  twenty-four  (24) months after the
Effective  Date.

                                   ARTICLE XI.
                                     NOTICES

Section 11.1.     Notices.  Any  notices,  consents,  waivers,  or  other
                  -------
communications  required  or  permitted  to  be  given  under  the terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt,  when  delivered personally; (ii) upon receipt, when sent by facsimile,
provided  a  copy  is  mailed  by U.S. certified mail, return receipt requested;
(iii)  three  (3)  days  after being sent by U.S. certified mail, return receipt
requested,  or  (iv)  one  (1)  day  after  deposit with a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

If  to  the  Company,  to:     China  World  Trade  Corporation



With  a  copy  to:           Kirkpatrick  &  Lockhart  LLP
                             201  South  Biscayne  Boulevard  -  Suite  2000
                             Miami,  FL  33131-2399
                             Attention:  Clayton  E.  Parker,  Esq.
                             Telephone:  (305)  539-3300
                             Facsimile:  (305)  358-7095

If  to  the  Investor(s):    Cornell  Capital  Partners,  LP
                             101  Hudson  Street  -Suite  3700
                             Jersey  City,  NJ  07302
                             Attention:  Mark  Angelo
                             Portfolio  Manager
                             Telephone:  (201)  985-8300
                             Facsimile:  (201)  985-8266

With  a  Copy  to:           David  Gonzalez,  Esq.
                             101  Hudson  Street  -  Suite  3700
                             Jersey  City,  NJ  07302
                             Telephone:  (201)  985-8300
                             Facsimile:  (201)  985-8266

Each  party shall provide five (5) days' prior written notice to the other party
of  any  change  in  address  or  facsimile  number.

                                  ARTICLE XII.
                                  MISCELLANEOUS

Section 12.1.     Counterparts.  This  Agreement  may  be  executed  in  two  or
                  ------------
more  identical  counterparts, all of which shall be considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  In the event any signature page is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered  to  the other party within five (5) days of the execution
and  delivery hereof, though failure to deliver such copies shall not affect the
validity  of  this  Agreement.

Section 12.2.     Entire  Agreement; Amendments.  This Agreement  supersedes all
                  -----------------------------
other  prior oral or written agreements between the Investor, the Company, their
affiliates  and  persons  acting  on  their  behalf  with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
contain  the  entire  understanding  of  the parties with respect to the matters
covered  herein  and  therein  and,  except  as specifically set forth herein or
therein,  neither  the  Company  nor  the  Investor  makes  any  representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed  by  the  party  to  be  charged  with  enforcement.

Section 12.3.     Reporting  Entity for the Common Stock.  The  reporting entity
                  --------------------------------------
relied  upon for the determination of the trading price or trading volume of the
Common  Stock  on any given Trading Day for the purposes of this Agreement shall
be  Bloomberg, L.P. or any successor thereto.  The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

Section 12.4.     Fees  and  Expenses.  The  Company  hereby  agrees  to pay the
                  -------------------
following  fees:

     (a)     Structuring  Fees.  Each  of the parties shall pay its own fees and
                          ----
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged  by  such  party) in connection with this Agreement and the transactions
contemplated  hereby,  except  that  upon  the  execution  of this Agreement the
Company  will  pay  a  structuring  fee of Fifteen Thousand Dollars ($15,000) to
Yorkville  Advisors  Management,  LLC.  Subsequently  on  each advance date, the
Company  will pay to Yorkville Advisors Management, LLC a structuring fee of  of
Five Hundred Dollars ($500)  and any outstanding fees of Kirkpatrick & Lockhart,
LLP  directly  out  the  proceeds  of  any  Advances  hereunder.

     (b)     Commitment  Fees.
             ----------------

     (i)  On  each  Advance Date the Company shall pay to the Investor, directly
          from  the  gross  proceeds  held  in  escrow,  an amount equal to four
          percent  (4%) of the amount of each Advance. The Company hereby agrees
          that  if  such  payment,  as  is  described  above, is not made by the
          Company  on  the  Advance  Date,  such  payment  will  be  made at the
          direction  of  the Investor as outlined and mandated by Section 2.3 of
          this  Agreement.

     (ii) Upon  the  execution  of this Agreement the Company shall issue to the
          Investor Two Hundred Twenty Thousand (225,000) shares of the Company's
          Common  Stock  (the  "Investor's  Shares").
                                ------------------

     (iii)Fully  Earned.  The Investor's Shares  shall be deemed fully earned as
          -------------
          of  the  date  hereof.

     (iv) Registration  Rights.  The  Investor's  Shares  will have "piggy-back"
          --------------------
          registration  rights.

     (v)  Restrictions.  For a period of ninety (90) calendar days from the date
          ------------
          hereof,  both the Investor shall not sell the Investor's Shares if the
          volume weighted average price of the Company's Common Stock, as quoted
          by  Bloomberg,  LP,  is  less than One Dollar and Fifty Cents ($1.50).
          Thereafter  the  Investor  shall  be  entitled  to sell the Investor's
          Shares  free  of  any  limitation  other  than  as outlined herein. In
          addition, for a period of twelve (12) months following the declaration
          of  effectiveness  of  the Registration Statement by the United States
          Securities  and  Exchange Commission, the Investor shall not sell more
          than  twenty  five percent (25%) of the Investor's shares every thirty
          (30)  calendar  days if the VWAP of the Company's Common Stock is less
          than Two Dollars and Fifty Cents ($2.50). If the VWAP of the Company's
          Common  Stock  is  higher than Two Dollars and Fifty Cents ($2.50) the
          Investor  shall  be entitled to sell the Investor's Shares free of any
          limitation.

Section 12.5.     Brokerage.  Each of the  parties  hereto  represents  that  it
                  ---------
has  had  no  dealings  in  connection  with this transaction with any finder or
broker  who  will  demand payment of any fee or commission from the other party.
The  Company  on  the  one  hand,  and the Investor, on the other hand, agree to
indemnify  the  other  against  and  hold  the  other  harmless from any and all
liabilities  to  any  person  claiming brokerage commissions or finder's fees on
account  of  services  purported  to  have  been  rendered  on  behalf  of  the
indemnifying  party  in  connection  with  this  Agreement  or  the transactions
contemplated  hereby.

Section 12.6.     Confidentiality.  If  for  any  reason  the  transactions
                  ---------------
contemplated  by  this Agreement are not consummated, each of the parties hereto
shall  keep  confidential  any information obtained from any other party (except
information  publicly  available  or  in  such  party's domain prior to the date
hereof,  and except as required by court order) and shall promptly return to the
other  parties  all  schedules,  documents,  instruments,  work  papers or other
written information without retaining copies thereof, previously furnished by it
as  a  result  of  this  Agreement  or  in  connection  herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Standby Equity
Distribution  Agreement  to  be  executed  by  the  undersigned,  thereunto duly
authorized,  as  of  the  date  first  set  forth  above.

                                        COMPANY:
                                        CHINA  WORLD  TRADE  CORPORATION

                                        By:    /s/ John  Hui
                                               -------------
                                        Name:  John  Hui
                                        Title: CEO  &  Vice  Chairman


                                        INVESTOR:
                                        CORNELL  CAPITAL  PARTNERS,  LP

                                        BY:  YORKVILLE  ADVISORS,  LLC
                                        ITS:  GENERAL  PARTNER

                                        By:    /s/ Mark  Angelo
                                               ----------------
                                        Name:  Mark  Angelo
                                        Title: Portfolio  Manager


                                    EXHIBIT A
                                    ---------
                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE
                      -------------------------------------
                          CHINA WORLD TRADE CORPORATION
                          -----------------------------

     The  undersigned,  John  Hui  hereby certifies, with respect to the sale of
shares  of  Common  Stock  of  CHINA  WORLD  TRADE  CORPORATION (the "Company"),
                                                                      -------
issuable in connection with this Advance Notice and Compliance Certificate dated
___________________  (the  "Notice"),  delivered  pursuant to the Standby Equity
                            ------
Distribution  Agreement  (the  "Agreement"),  as  follows:
                                ---------

1.     The  undersigned  is the duly elected CEO & Vice Chairman of the Company.

2.     There  are  no  fundamental  changes  to the information set forth in the
Registration  Statement which would require the Company to file a post effective
amendment  to  the  Registration  Statement.

3.     The  Company  has  performed  in  all material respects all covenants and
agreements  to  be  performed  by  the  Company  on or prior to the Advance Date
related  to  the  Notice  and  has  complied  in  all material respects with all
obligations  and  conditions  contained  in  the  Agreement.

4.     The  undersigned  hereby  represents,  warrants and covenants that it has
made  all  filings  ("SEC  Filings")  required  to  be  made  by  it pursuant to
                      ------------
applicable  securities laws (including, without limitation, all filings required
under  the Securities Exchange Act of 1934, which include Forms 10-Q, 10-K, 8-K,
etc.  All  SEC  Filings  and  other  public  disclosures  made  by  the Company,
including,  without limitation, all press releases, analysts meetings and calls,
etc.  (collectively,  the "Public Disclosures"), have been reviewed and approved
                           ------------------
for release by the Company's attorneys and, if containing financial information,
the  Company's  independent certified public accountants.  None of the Company's
Public  Disclosures  contain  any untrue statement of a material fact or omit to
state  any  material fact required to be stated therein or necessary to make the
statements  therein,  in  the  light  of the circumstances under which they were
made,  not  misleading.

5.     The  Advance  requested  is  _____________________.
The undersigned has executed this Certificate this ____ day of ________________.

                                   CHINA  WORLD  TRADE  CORPORATION


                                   By:    John  Hui
                                          ---------
                                   Name:  John  Hui
                                   Title: CEO  &  Vice  Chairman


                                  SCHEDULE 2.6
                                  ------------

                          CHINA WORLD TRADE CORPORATION
                          -----------------------------

     The  undersigned  hereby  agrees  that  for a period commencing on the date
hereof  and expiring on the termination of the Agreement dated October  __, 2004
between  China  World  Trade  Corporation,  (the "Company"), and Cornell Capital
                                                  -------
Partners,  LP,  (the "Investor") (the "Lock-up Period"), he, she or it will not,
                      --------         --------------
directly  or  indirectly,  without  the  prior  written consent of the Investor,
issue,  offer, agree or offer to sell, sell, grant an option for the purchase or
sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber
or  dispose  of except pursuant to Rule 144 of the General Rules and Regulations
under  the  Securities  Act  of  1933,  any securities of the Company, including
common  stock  or  options,  rights,  warrants  or  other securities underlying,
convertible  into,  exchangeable  or  exercisable for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned by
the  undersigned),  or  any  beneficial  interest  therein  (collectively,  the
"Securities").
 ----------

In  order  to  enable  the  aforesaid  covenants to be enforced, the undersigned
hereby  consents  to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the  Company.

Dated:  _______________,  2004

Signature


_________________________________________________
Address:  _______________________________________
City,  State,  Zip  Code:  ______________________


_________________________________________________
Print  Social  Security  Number
or  Taxpayer  I.D.  Number