EX-10.5

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (this "AGREEMENT") is made and entered
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into  as  of  August  __,  2004, by and among China World Trade Corporation (the
"COMPANY"),  and  the  investors  signatory  hereto  (each  a  "PURCHASER"  and
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collectively,  the  "PURCHASERS").
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This  Agreement  is made pursuant to the Securities Purchase Agreement, dated as
of  the  date  hereof  among  the  Company  and  the  Purchasers  (the "PURCHASE
                                                                        --------
AGREEMENT").
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The  Company  and  the  Purchasers  hereby  agree  as  follows:

1.     Definitions. Capitalized terms used and not otherwise defined herein that
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are  defined  in the Purchase Agreement shall have the meanings given such terms
in  the Purchase Agreement. As used in this Agreement, the following terms shall
have  the  following  meanings:

     "EFFECTIVENESS  PERIOD"  shall  have the meaning set forth in Section 2(a).
      ---------------------

     "ESCROW DATE" means the date that funds are released by the Escrow Agent to
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the  Company.

     "FILING DATE" means, with respect to the Registration Statement required to
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be  filed  hereunder,  forty  five  (45)  days  following  the  Escrow  Date.

     "HOLDER" or "HOLDERS" means the holder or holders, as the case may be, from
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time  to  time  of  Registrable  Securities  (including any permitted assignee).

     "INDEMNIFIED  PARTY"  shall  have  the  meaning  set forth in Section 5(c).
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     "INDEMNIFYING  PARTY"  shall  have  the  meaning set forth in Section 5(c).
      ---------------------

     "LOSSES"  shall  have  the  meaning  set  forth  in  Section  5(a).
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     "PROCEEDING"  means  an  action,  claim,  suit, investigation or proceeding
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(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

     "PROSPECTUS"  means  the  prospectus included in the Registration Statement
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(including,  without  limitation,  a  prospectus  that  includes any information
previously  omitted from a prospectus filed as part of an effective registration
statement  in  reliance upon Rule 430A promulgated under the Securities Act), as
amended  or supplemented by any prospectus supplement, with respect to the terms
of  the  offering  of  any  portion of the Registrable Securities covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including  post-effective amendments, and all material incorporated
by  reference  or  deemed  to  be  incorporated by reference in such Prospectus.

     "REGISTRABLE SECURITIES" means the Firm Shares, Option Shares, Agent Shares
      ----------------------
and  the  Warrant  Shares  together  with  any  shares of Common Stock issued or
issuable  upon any stock split, dividend or other distribution, recapitalization
or  similar  event  with  respect  to  the  foregoing  or in connection with any
anti-dilution  provisions  in  the  applicable  Warrant.

     "REGISTRATION  STATEMENT"  means the registration statements required to be
      -----------------------
filed  hereunder,  including  (in  each  case)  the  Prospectus,  amendments and
supplements  to  the  registration  statement  or Prospectus, including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by  reference  or  deemed  to  be  incorporated by reference in the registration
statement.

     "RULE  415"  means  Rule  415 promulgated by the Commission pursuant to the
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Securities  Act,  as  such Rule may be amended from time to time, or any similar
Rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "RULE  424"  means  Rule  424 promulgated by the Commission pursuant to the
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Securities  Act,  as  such Rule may be amended from time to time, or any similar
Rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "WARRANTS"  means  the  Common  Stock  purchase  warrants  issued  to  the
      --------
Purchasers  and  the  Agent  pursuant  to  the  Purchase  Agreement.

"SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as  amended.
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2.     Mandatory  Registration.
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     (a)     On  or prior to the Filing Date, the Company shall prepare and file
with the Commission the Registration Statement covering the resale of all of the
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. The Registration Statement required hereunder shall be on Form SB-2
(except  if  the  Company  is  not  then  eligible  to  register  for resale the
Registrable  Securities on Form SB-2, in which case the Registration shall be on
another  appropriate  form  in  accordance herewith). The Registration Statement
required  hereunder  shall contain (except if otherwise directed by the Holders)
the  "PLAN  OF DISTRIBUTION" attached hereto as ANNEX A. The Company shall cause
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the  Registration Statement to become effective and remain effective as provided
herein.  The  Company shall use its commercially reasonable efforts to cause the
Registration  Statement  to  be  declared  effective under the Securities Act as
promptly  as  possible  after  the filing thereof and shall use its commercially
reasonable  efforts  to  keep  the Registration Statement continuously effective
under  the Securities Act until the date when all Registrable Securities covered
by  the  Registration  Statement (a) have been sold pursuant to the Registration
Statement  or  an exemption from the registration requirements of the Securities
Act  or  (b)  may be sold without volume restrictions pursuant to Rule 144(k) as
determined by the counsel to the Company pursuant to a written opinion letter to
such  effect,  addressed  and acceptable to the Company's transfer agent and the
affected  Holders  (the  "EFFECTIVENESS  PERIOD").
                          ---------------------

(b)     If  a Registration Statement is not filed on or prior to sixty (60) days
from  the Escrow Date, then in addition to any other rights the Holders may have
hereunder  or  under  applicable  law,  the  Company shall pay to each Holder an
amount  in  cash until the date a Registration Statement is filed, as liquidated
damages  and  not  as  a penalty, equal to (i) one (1%) percent of the aggregate
purchase  price  paid  by such Holder pursuant to the Purchase Agreement for the
first  thirty  (30)  days  or  any part thereof, and each thirty (30) day period
subsequent  thereto,  such payment(s) to be made within seven (7) days after the
initial  date  of  each  such  failure  to  file.

(c)     If (1) a Registration Statement is not declared effective on or prior to
one  hundred  twenty  (120)  days  from  the  Escrow Date, or (2) a Registration
Statement  has  been  declared effective and subsequent thereto is not effective
(or  does  not  permit  the  resale of the Registrable Securities thereby) for a
period  of more than thirty (30) days consecutively until the Shares may be sold
pursuant  to  Rule  144(k) (an "EFFECTIVENESS DEFAULT"), then in addition to any
                                ---------------------
other rights the Holders may have hereunder or under applicable law, the Company
shall  pay  to  each  Holder  an  amount  in  cash until the date a Registration
Statement  is  declared  effective and/or the Registrable Securities may be sold
pursuant  to  Rule  144(k)  pursuant to subprovision (1) above, or if previously
declared effective then in the situation covered by subprovision (2) above until
the date the Registration Statement becomes effective again or otherwise permits
the  resale of the Registrable Securities covered thereby, as liquidated damages
and  not as a penalty, equal to one (1%) percent of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement for the first thirty (30)
days  or  any  part  thereof,  and  for  each  thirty (30) day period subsequent
thereto, such payment(s) to be made within seven (7) days after the date of each
such  Effectiveness  Default.

3.     Registration  Procedures.  In connection with the Company's  registration
       ------------------------
obligations  hereunder,  the  Company  shall:

(a)     Not  less  than three (3)  Trading Days, which  shall  not  be  included
in  the calculation of time period for the purposes of the Company's obligations
under this Agreement or under the Purchase Agreement, prior to the filing of the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the  Company  shall,  (i)  furnish  to  the Holders copies of all such
documents  proposed  to  be  filed  (including  documents incorporated or deemed
incorporated  by  reference  to  the  extent  requested  by  such  Person) which
documents  will  be  subject  to  the review of such Holders, and (ii) cause its
officers  and directors, counsel and independent certified public accountants to
respond  to  such  inquiries as shall be necessary, in the reasonable opinion of
respective  counsel  to conduct a reasonable investigation within the meaning of
the  Securities  Act.

(b)     Prepare  and  file  with  the  Commission  such  amendments,  including
post-effective amendments, to the Registration Statement and the Prospectus used
in  connection  therewith as may be necessary to keep the Registration Statement
continuously  effective  as  to  the  applicable  Registrable Securities for the
Effectiveness  Period;  (ii)  cause  the  related  Prospectus  to  be amended or
supplemented  by  any  required Prospectus supplement, and as so supplemented or
amended  to  be  filed  pursuant  to  Rule  424;  (iii)  respond  as promptly as
reasonably possible to any comments received from the Commission with respect to
the  Registration  Statement  or  any  amendment  thereto  and,  as  promptly as
reasonably  possible, upon request, provide the Holders true and complete copies
of  all  correspondence  from and to the Commission relating to the Registration
Statement;  and  (iv) comply in all material respects with the provisions of the
Securities  Act  and  the  Exchange  Act  with respect to the disposition of all
Registrable  Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus  as  so  supplemented.

(c)     Notify  the  Holders of Registrable Securities to be sold as promptly as
reasonably  possible  (and,  in  the case of (i)(A) below, not less than two (2)
Trading Days prior to such filing) and (if requested by any such Person) confirm
such  notice  in  writing promptly following the day (i)(A) when a Prospectus or
any  Prospectus  supplement  or  post-effective  amendment  to  the Registration
Statement  is proposed to be filed; (B) when the Commission notifies the Company
whether  there will be a "review" of the Registration Statement and whenever the
Commission  comments in writing on the Registration Statement (the Company shall
upon  request provide true and complete copies thereof and all written responses
thereto  to  each  of  the  Holders);  and  (C) with respect to the Registration
Statement  or  any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission 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 Prospectus or for
additional  information;  (iii)  of  the issuance by the Commission or any other
federal  or  state  governmental  authority  of  any  stop  order suspending the
effectiveness  of  the  Registration  Statement  covering  any  or  all  of  the
Registrable  Securities  or  the initiation of any Proceedings for that purpose;
(iv)  of  the  receipt  by  the  Company 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; and (v) of the occurrence of any
event  or  passage  of  time that makes the financial statements included in the
Registration Statement ineligible for inclusion therein or any statement made in
the  Registration Statement or Prospectus or any document incorporated or deemed
to  be  incorporated therein by reference untrue in any material respect or that
requires  any  revisions  to  the  Registration  Statement,  Prospectus or other
documents  so that, in the case of the Registration Statement or the Prospectus,
as  the case may be, 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 light of the circumstances under which they were
made,  not  misleading.

(d)     Use its commercially reasonable efforts to avoid the issuance of, or, if
issued,  obtain  the withdrawal of (i) any order suspending the effectiveness of
the  Registration  Statement,  or  (ii)  any suspension of the qualification (or
exemption  from  qualification) of any of the Registrable Securities for sale in
any  jurisdiction,  at  the  earliest  practicable  moment.

(e)     Furnish  to  each Holder, without charge, at least one conformed copy of
the  Registration  Statement  and  each  amendment  thereto, including financial
statements  and  schedules,  all  documents  incorporated  or  deemed  to  be
incorporated  therein  by  reference to the extent requested by such Person, and
all  exhibits to the extent requested by such Person (including those previously
furnished  or  incorporated  by  reference)  promptly  after  the filing of such
documents  with  the  Commission.

(f)     Promptly  deliver  to each Holder, without charge, as many copies of the
Prospectus  or  Prospectuses  (including  each  form  of  prospectus)  and  each
amendment  or  supplement  thereto  as  such  Persons  may reasonably request in
connection  with  resales  by  the Holder of Registrable Securities. The Company
hereby  consents  to the use of such Prospectus and each amendment or supplement
thereto  by each of the selling Holders in connection with the offering and sale
of  the  Registrable  Securities covered by such Prospectus and any amendment or
supplement  thereto,  except  after the giving of any notice pursuant to Section
3(c).

(g)     Prior  to  any  resale  of  Registrable  Securities by a Holder, use its
commercially  reasonable  efforts  to  register or qualify or cooperate with the
selling  Holders  in  connection  with  the  registration  or  qualification (or
exemption from the registration or qualification) of such Registrable Securities
for  the  resale  by  the  Holder  under the securities or Blue Sky laws of such
jurisdictions  within  the  United  States  as any Holder reasonably requests in
writing,  to  keep  such  registration or qualification (or exemption therefrom)
effective  during  the  Effectiveness Period and to do any and all other acts or
things  reasonably  necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by the Registration Statement; provided, that
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the  Company  shall  not  be required to qualify generally to do business in any
jurisdiction  where  it  is  not  then  so qualified, subject the Company to any
material  tax in any such jurisdiction where it is not then so subject or file a
general  consent  to  service  of  process  in  any  such  jurisdiction.

(h)     If  requested  by  the Holders, cooperate with the Holders to facilitate
the  timely  preparation  and  delivery of certificates representing Registrable
Securities  to  be  delivered  to  a  transferee  pursuant  to  the Registration
Statement,  which  certificates  shall  be  free, to the extent permitted by the
Purchase  Agreement,  of all restrictive legends, and to enable such Registrable
Securities  to be in such denominations and registered in such names as any such
Holders  may  request.

(i)     Upon  the  occurrence  of  any event contemplated by Section 3(c)(v), as
promptly  as reasonably possible, prepare a supplement or amendment, including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus  or  any  document incorporated or deemed to be incorporated
therein  by  reference,  and  file  any  other  required  document  so  that, as
thereafter  delivered,  neither  the  Registration Statement nor such Prospectus
will  contain an untrue statement of a material fact or omit to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.

(j)     Comply  with  all  applicable  rules  and regulations of the Commission.

(k)     The  Company may require each selling Holder to furnish to the Company a
certified  statement  as  to  the  number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the person thereof that
has  voting  and  dispositive  control  over  the  shares. Each Holder agrees to
reasonably  cooperate  with  the  Company in the preparation of the Registration
Statement  and  response  by  the  Company  to  any  comments by the Commission.

4.     Registration  Expenses. All fees and expenses incident to the performance
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of  or  compliance  with  this  Agreement  by  the Company shall be borne by the
Company  whether  or  not  any  Registrable  Securities are sold pursuant to the
Registration  Statement.  The  fees  and  expenses  referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to  be  made with the Trading Market on which the Common Stock is then
listed  for  trading,  and (B) in compliance with applicable state securities or
Blue  Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if  the  printing  of  prospectuses  is reasonably requested by the holders of a
majority  of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel  for the Company, (v) Securities Act liability insurance, if the Company
so  desires  such  insurance,  and  (vi)  fees and expenses of all other Persons
retained  by the Company in connection with the consummation of the transactions
contemplated  by  this  Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the  transactions contemplated by this Agreement (including, without limitation,
all  salaries  and  expenses  of  its officers and employees performing legal or
accounting  duties),  the  expense of any annual audit and the fees and expenses
incurred  in  connection  with  the listing of the Registrable Securities on any
securities  exchange  as  required  hereunder.

5.     Indemnification
       ---------------

(a)     Indemnification  by  the  Company. The  Company  shall,  notwithstanding
        ---------------------------------
any  termination of this Agreement, indemnify and hold harmless each Holder, the
officers,  directors,  agents  and  employees  of  each of them, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act
or  Section  20  of  the  Exchange  Act) and the officers, directors, agents and
employees  of  each  such controlling Person, to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,  damages,
liabilities,  costs  (including, without limitation, reasonable attorneys' fees)
and  expenses  (including  the  cost  (including  without limitation, reasonable
attorneys'  fees)  and  expenses  relating  to an Indemnified Party's actions to
enforce the provisions of this Section 5) (collectively, "Losses"), as incurred,
                                                          ------
to  the  extent  arising  out  of  or  relating  to any untrue or alleged untrue
statement  of  a  material  fact  contained  in  the Registration Statement, any
Prospectus  or  any form of prospectus or in any amendment or supplement thereto
or  in any preliminary prospectus, or arising out of or relating to any omission
or  alleged  omission  of  a  material  fact  required  to  be stated therein or
necessary  to make the statements therein (in the case of any Prospectus or form
of  prospectus  or supplement thereto, in light of the circumstances under which
they  were  made)  not misleading, except to the extent, but only to the extent,
that  (1)  such untrue statements or omissions are based solely upon information
regarding  such  Holder  furnished  in writing to the Company by or on behalf of
such  Holder  expressly  for use therein, or to the extent that such information
relates  to  such  Holder  or  such  Holder's proposed method of distribution of
Registrable  Securities  and  was  reviewed and expressly approved in writing by
such  Holder expressly for use in the Registration Statement, such Prospectus or
such  form  of  Prospectus  or  in any amendment or supplement thereto (it being
understood  that the Holder has approved Annex A hereto for this purpose) or (2)
in  the  case  of  an  occurrence  of  an event of the type specified in Section
3(c)(ii)-(v),  the  use  by  such  Holder of an outdated or defective Prospectus
after  the  Company  has  notified such Holder in writing that the Prospectus is
outdated  or  defective  and  prior  to the receipt by such Holder of the Advice
contemplated  in  Section 6(d). The Company shall notify the Holders promptly of
the  institution,  threat or assertion of any Proceeding of which the Company is
aware  in  connection  with  the  transactions  contemplated  by this Agreement.

(b)     Indemnification  by  Holders.  Each  Holder  shall,  severally  and  not
        ----------------------------
jointly,  indemnify  and  hold  harmless  the  Company, its directors, officers,
agents  and  employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees of such controlling Persons, to the
fullest  extent  permitted  by  applicable  law, from and against all Losses, as
incurred,  to the extent arising out of or based upon: (x) such Holder's failure
to comply with the prospectus delivery requirements of the Securities Act or (y)
any  untrue  or  alleged  untrue  statement  of a material fact contained in any
Registration  Statement,  any  Prospectus,  or any form of prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of  or  relating to any omission or alleged omission of a material fact required
to  be stated therein or necessary to make the statements therein not misleading
(i)  to  the  extent,  but  only  to  the  extent, that such untrue statement or
omission is contained in any information so furnished in writing by or on behalf
of  such  Holder  to  the Company specifically for inclusion in the Registration
Statement  or  such  Prospectus  or  (ii)  to  the  extent  that (1) such untrue
statements  or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by or on behalf of such Holder expressly for
use  therein,  or  to the extent that such information relates to such Holder or
such  Holder's proposed method of distribution of Registrable Securities and was
reviewed  and  expressly approved in writing by such Holder expressly for use in
the  Registration  Statement  (it  being understood that the Holder has approved
Annex  A hereto for this purpose), such Prospectus or such form of Prospectus or
in  any  amendment or supplement thereto, or (2) in the case of an occurrence of
an  event  of the type specified in Section 3(c)(ii)-(v), the use by such Holder
of  an  outdated  or  defective  Prospectus  after the Company has notified such
Holder  in writing that the Prospectus is outdated or defective and prior to the
receipt  by  such Holder of the Advice contemplated in Section 6(d). In no event
shall  the  liability  of any selling Holder hereunder be greater in amount than
the dollar amount of the gross proceeds received by such Holder upon the sale of
the  Registrable  Securities  giving  rise  to  such indemnification obligation.

(c)     Conduct  of  Indemnification  Proceedings.  If  any  Proceeding shall be
        -----------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party shall promptly notify the Person
 ------------------
from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
                                        ------------------
Indemnifying Party shall have the right to assume the defense thereof, including
the  employment  of counsel reasonably satisfactory to the Indemnified Party and
the  payment  of  all  fees  and  expenses  incurred  in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice
         --------
shall  not  relieve  the  Indemnifying  Party  of its obligations or liabilities
pursuant  to  this  Agreement,  except (and only) to the extent that it shall be
finally  determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially
prejudiced  the  Indemnifying  Party.

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and  to  participate  in the defense thereof, but the fees and
expenses  of  such  counsel shall be at the expense of such Indemnified Party or
Parties  unless:  (1)  the  Indemnifying Party has agreed in writing to pay such
fees  and  expenses;  (2)  the  Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to such Indemnified Party in any such Proceeding; or (3) the named
parties  to  any  such Proceeding (including any impleaded parties) include both
such  Indemnified  Party  and the Indemnifying Party, and such Indemnified Party
shall  have  been  advised  by  counsel that a conflict of interest is likely to
exist  if  the  same  counsel  were  to represent such Indemnified Party and the
Indemnifying  Party  (in  which  case,  if  such  Indemnified Party notifies the
Indemnifying  Party  in writing that it elects to employ separate counsel at the
expense  of  the  Indemnifying  Party, the Indemnifying Party shall not have the
right  to assume the defense thereof and the reasonable fees and expenses of one
separate counsel for all Indemnified Parties in any matters related on a factual
basis shall be at the expense of the Indemnifying Party). The Indemnifying Party
shall  not  be liable for any settlement of any such Proceeding affected without
its  written  consent,  which  consent  shall  not  be unreasonably withheld. No
Indemnifying  Party  shall, without the prior written consent of the Indemnified
Party,  effect  any settlement of any pending Proceeding in respect of which any
Indemnified  Party  is a party, unless such settlement includes an unconditional
release  of  such  Indemnified  Party  from all liability on claims that are the
subject  matter  of  such  Proceeding.

     All  reasonable  fees  and  expenses  of  the  Indemnified Party (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating  or  preparing  to  defend  such  Proceeding  in  a  manner  not
inconsistent  with  this  Section)  shall  be  paid to the Indemnified Party, as
incurred,  within  ten  (10)  Trading  Days  of  written  notice  thereof to the
Indemnifying  Party;  provided,  that  the  Indemnified  Party  shall  promptly
                      --------
reimburse  the  Indemnifying  Party  for  that portion of such fees and expenses
applicable  to  such actions for which such Indemnified Party is not entitled to
indemnification  hereunder,  determined  based  upon  the relative faults of the
parties.

(d)     Contribution.  If a claim for  indemnification  under  Section  5(a)  or
        ------------
5(b)  is  unavailable  to  an  Indemnified  Party (by reason of public policy or
otherwise),  then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to  the  amount  paid or payable by such
Indemnified  Party  as  a  result  of  such  Losses,  in  such  proportion as is
appropriate  to  reflect  the  relative  fault  of  the  Indemnifying  Party and
Indemnified  Party  in connection with the actions, statements or omissions that
resulted  in such Losses as well as any other relevant equitable considerations.
The  relative  fault  of  such Indemnifying Party and Indemnified Party shall be
determined  by reference to, among other things, whether any action in question,
including  any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied  by, such Indemnifying Party or Indemnified Party, and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent  such  action,  statement  or  omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees  or  expenses  incurred  by  such  party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses  if  the  indemnification provided for in this Section was available to
such  party  in  accordance  with  its  terms.

(e)     The  parties  hereto  agree  that  it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by  such  Holder  from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder  has  otherwise  been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder. The indemnity and contribution agreements contained in this Section
are  in  addition to any liability that the Indemnifying Parties may have to the
Indemnified  Parties.

6.     Miscellaneous.
       -------------

(a)     Remedies.  In  the event of a breach by the  Company  or  by  a  Holder,
        --------
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance  of  its rights under this Agreement. The Company and each
Holder  agree  that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in  the  event of any action for
specific  performance in respect of such breach, it shall waive the defense that
a  remedy  at  law  would  be  adequate.

(b)     No Piggyback on Registrations.  Except as set forth on Schedule 6(b)(i),
        -----------------------------
neither  the  Company nor any of its security holders (other than the Holders in
such  capacity  pursuant  hereto)  may  include  securities  of the Company in a
Registration  Statement  filed  pursuant  to  Section  2  hereof  other than the
Registrable  Securities.  Except  as  set  forth  on Schedule 6(b)(ii) or as set
forth in the SEC Reports, no Person has any right to cause the Company to effect
a  registration under the Securities Act of any securities of the Company. Other
than  a  Registration  Statement on Form S-8, the Company shall not and will not
file  any  other  registration  statement  until  after  the  Effective  Date.

(c)     Compliance.  Each  Holder  covenants and agrees that it will comply with
        ----------
the  prospectus  delivery requirements of the Securities Act as applicable to it
in  connection with sales of Registrable Securities pursuant to the Registration
Statement.

(d)     Discontinued  Disposition. Each Holder agrees by its acquisition of such
        -------------------------
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence  of any event of the kind described in Section 3(c), such Holder will
forthwith  discontinue  disposition  of  such  Registrable  Securities under the
Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented  Prospectus  and/or  amended  Registration Statement or until it is
advised  in writing (the "Advice") by the Company that the use of the applicable
                          ------
Prospectus  may  be  resumed,  and,  in  either case, has received copies of any
additional  or  supplemental  filings  that  are  incorporated  or  deemed to be
incorporated  by  reference  in  such  Prospectus or Registration Statement. The
Company  may  provide  appropriate stop orders to enforce the provisions of this
paragraph.

(e)     Piggyback  Registrations. If at any time during the Effectiveness Period
        ------------------------
there is not an effective Registration Statement covering all of the Registrable
Securities  and  the  Company  shall  determine  to  prepare  and  file with the
Commission  a registration statement relating to an offering for its own account
or  the  account  of  others  under  the  Securities  Act  of  any of its equity
securities,  other  than  on Form S-4 or Form S-8 (each as promulgated under the
Securities  Act)  or  their then equivalents relating to equity securities to be
issued  solely  in  connection with any acquisition of any entity or business or
equity  securities  issuable  in  connection with stock option or other employee
benefit  plans,  then  the Company shall send to each Holder a written notice of
such  determination  and,  if  within  fifteen  (15) days after the date of such
notice,  any  such Holder shall so request in writing, the Company shall include
in  such  registration  statement all or any part of such Registrable Securities
such Holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of "piggyback" registration rights; provided, however,
                                                              --------  -------
that  (i)  if,  at  any  time  after  giving  written notice of its intention to
register  any  securities  and  prior  to the effective date of the registration
statement filed in connection with such registration, the Company determines for
any  reason  not  to  proceed  with  such  registration, the Company may, at its
election,  given  written  notice  of  such  determination  to  the Holders and,
thereupon,  will  be  relieved  of  its  obligation  to register any Registrable
Securities  in  connection  with  such  registration,  and  (ii)  in  case  of a
determination  by  the  Company  to  delay  registration  of its securities, the
Company  will  be  permitted to delay the registration of Registrable Securities
for  the  same  period  as  the  delay  in  registering  such  other securities.
Notwithstanding  the  foregoing,  nothing in this paragraph (e) shall permit the
Company to file a registration statement in contravention of the restrictions in
Section  6(b)

(f)     Amendments  and Waivers. The provisions of this Agreement, including the
        -----------------------
provisions  of  this sentence, may not be amended, modified or supplemented, and
waivers  or  consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and each Holder of
the  then  outstanding  Registrable  Securities.

(g)     Notices.  Any  and  all  notices  or  other communications or deliveries
        -------
required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and effective on the earliest of (i) the date of transmission, if
such  notice or communication is delivered via facsimile at the facsimile number
provided  for  below  prior  to 5:00 p.m. (New York City time) on a Trading Day,
(ii)  the  Trading  Day  after  the  date  of  transmission,  if  such notice or
communication  is  delivered  via facsimile at the facsimile number provided for
below  later  than 5:00 p.m. (New York City time) on any date, (iii) the Trading
Day  following  the  date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required  to  be given. The address for such notices and communications shall be
delivered  and  addressed  as  set  forth  in  the  Purchase  Agreement

(h)     Successors and Assigns. This Agreement shall inure to the benefit of and
        ----------------------
be  binding upon the successors and permitted assigns of each of the parties and
shall  inure  to  the  benefit  of  each  Holder.  Each  Holder may assign their
respective  rights hereunder in the manner and to the Persons as permitted under
the  Purchase  Agreement.

(i)     Execution and Counterparts. This Agreement may be executed in any number
        --------------------------
of  counterparts,  each  of  which  when  so  executed  shall be deemed to be an
original  and,  all  of  which  taken together shall constitute one and the same
Agreement.  In  the  event  that  any  signature  is  delivered  by  facsimile
transmission,  such  signature  shall  create  a valid binding obligation of the
party  executing  (or  on whose behalf such signature is executed) the same with
the  same  force  and  effect  as  if such facsimile signature were the original
thereof.

(j)     Governing  Law.  This  Agreement  shall  be governed by and construed in
        --------------
accordance with the internal laws of the State of New York without regard to the
conflicts  of  laws  principles  thereof.  The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or  under  this  Agreement,  shall be brought solely in a federal or state court
located  in the City, County and State of New York. By its execution hereof, the
parties  hereby  covenant and irrevocably submit to the in personam jurisdiction
of  the  federal  and  state courts located in the City, County and State of New
York  and  agree  that  any process in any such action may be served upon any of
them  personally,  or  by  certified  mail or registered mail upon them or their
agent,  return  receipt  requested,  with  the  same full force and effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any  such  jurisdiction  is  not  a  convenient forum for any such suit or
proceeding  and  any  defense  or  lack of in personam jurisdiction with respect
thereto.  In  the  event  of any such action or proceeding, the party prevailing
therein  shall  be  entitled  to  payment  from  the  other  party hereto of its
reasonable  counsel  fees  and disbursements in an amount judicially determined.

(k)     Cumulative Remedies. The remedies provided herein are cumulative and not
        -------------------
exclusive  of  any  remedies  provided  by  law.

(l)     Severability.  If  any  term, provision, covenant or restriction of this
        ------------
Agreement  is  held by a court of competent jurisdiction to be invalid, illegal,
void  or  unenforceable,  the  remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no  way  be  affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve  the  same or substantially the same result as that contemplated by such
term,  provision,  covenant or restriction. It is hereby stipulated and declared
to  be  the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may  be  hereafter  declared  invalid,  illegal,  void  or  unenforceable.

(m)     Headings.  The  headings  in  this  Agreement  are  for  convenience  of
        --------
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.

(n)     Independent  Nature  of  Purchasers'  Obligations  and  Rights.  The
        --------------------------------------------------------------
obligations  of  each  Purchaser  hereunder  is  several  and not joint with the
obligations  of  any  other  Purchaser  hereunder,  and  no  Purchaser  shall be
responsible  in  any  way  for  the  performance of the obligations of any other
Purchaser  hereunder.  Nothing  contained  herein  or  in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto  or  thereto,  shall  be  deemed  to  constitute  the  Purchasers  as  a
partnership,  an  association,  a  joint venture or any other kind of entity, or
create  a  presumption that the Purchasers are in any way acting in concert with
respect  to such obligations or the transactions contemplated by this Agreement.
Each  Purchaser  shall  be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary  for  any  other  Purchaser to be joined as an additional party in any
proceeding  for  such  purpose.

(o)     Obligation  of  Holders to Furnish Information. The Company's obligation
        ----------------------------------------------
to  cause  any  Registration  Statement  to  be filed and/or become effective in
connection  with  distribution  of  any  Registrable Securities pursuant to this
Agreement is contingent upon each Holder, with reasonable promptness, furnishing
to  the  Company  such  information regarding itself, the Registrable Securities
held  by  it,  and  the intended method of disposition of such securities, as is
required  pursuant  to  Regulation  S-K  or S-B, as the case may be, promulgated
under  the  Securities  Act,  to  effect  the  registration  of  the Registrable
Securities.  Each  Holder agrees, by acquisition of the Registration Securities,
that  it  shall  not  be  entitled  to  sell  any of such Registrable Securities
pursuant  to  the  Registration  Statement  or  to receive a Prospectus relating
thereto,  unless  such  Holder  has  furnished  the Company with all information
required  to be disclosed in order to make any information regarding such Holder
previously  furnished  to  the Company by such Holder, and any other information
regarding  such  Holder  and  the  distribution  of  such  Holder's  Registrable
Securities  as  the  Company  may  from  time  to  time  reasonably request, not
misleading  in a material respect. Any sale of any Registrable Securities by any
Holder  shall  constitute  a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth
in  the prospectus delivered by such Holder in connection with such disposition,
that  such  Prospectus  does  not as of the time of such sale contain any untrue
statement  of a material fact relating to or provided by such Holder or relating
to  its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Holder
or relating to its plan of distribution necessary to make the statements in such
Prospectus,  in  light  of  the  circumstances  under  which they were made, not
misleading.


                  [Remainder of page intentionally left blank]

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as  of  the  date  first  written  above.

CHINA  WORLD  TRADE  CORPORATION


By: /s/ John  H.W.  Hui
        ---------------
        John  H.W.  Hui
        Chief  Executive  Officer  and  Vice  Chairman

<PAGE>

          (PURCHASERS SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT)

[                                  ]
------------------------------------

By:
     Name:
     Title:

[                                  ]
------------------------------------

By:
     Name:
     Title:

[                                  ]
------------------------------------

By:
     Name:
     Title:

<PAGE>

                                     ANNEX A
                                     -------

Plan  of  Distribution

     The  Selling  Stockholders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may,  from time to time, sell any or all of their shares
of  Common  Stock on any stock exchange, market or trading facility on which the
shares  are  traded  or  in private transactions. These sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following  methods  when  selling  shares:

     -    ordinary  brokerage  transactions  and  transactions  in  which  the
          broker/dealer  solicits  purchasers;
     -    block  trades  in  which  the  broker/dealer  will attempt to sell the
          shares  as agent but may position and resell a portion of the block as
          principal  to  facilitate  the  transaction;
     -    purchases  by  a  broker/dealer  as  principal  and  resale  by  the
          broker/dealer  for  its  account;
     -    an  exchange  distribution  in  accordance  with  the  Rules  of  the
          applicable  exchange;
     -    privately  negotiated  transactions;
     -    settlement  of  short  sales;
     -    broker/dealers  may  agree  with  the  Selling  Stockholders to sell a
          specified  number  of  such  shares  at  a stipulated price per share;
     -    a  combination  of  any  such  methods  of  sale;  and
     -    any  other  method  permitted  pursuant  to  applicable  law.

     The  Selling  Stockholders  may  also  sell shares under Rule 144 under the
Securities  Act,  if  available,  rather  than  under  this  prospectus.

     Broker/dealers  engaged  by  the Selling Stockholders may arrange for other
brokers/dealers  to participate in sales. Broker/dealers may receive commissions
from  the  Selling  Stockholders (or, if any broker/dealer acts as agent for the
purchaser  of  shares,  from  the  purchaser)  in  amounts to be negotiated. The
Selling Stockholders do not expect these commissions to exceed what is customary
in  the  types  of  transactions  involved.

     The  Selling  Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties  may  offer  and sell the shares of common stock from time to time under
this  prospectus,  or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933 amending the list of
Selling  Stockholders  to include the pledgee, transferee or other successors in
interest  as  Selling  Stockholders  under  this  prospectus.

     The Selling Stockholders and any broker/dealers or agents that are involved
in  selling the shares are deemed to be "underwriters" within the meaning of the
Securities  Act  in  connection  with such sales. In such event, any commissions
received  by  such  broker/dealers or agents and any profit on the resale of the
shares  purchased by them may be deemed to be underwriting commissions under the
Securities  Act. The Selling Stockholders have informed the Company that it does
not have any agreement or understanding, directly or indirectly, with any person
to  distribute  the  Common  Stock.

     The  Company  is  required  to  pay  all  fees and expenses incident to the
registration  of  the  shares.  The  Company has agreed to indemnify the Selling
Stockholders  against certain losses, claims, damages and liabilities, including
liabilities  under  the  Securities  Act.


<PAGE>


                                SCHEDULE 6(B)(II)

                     NAME                               SHARES
               __________________                   _________________
               __________________                   _________________
               __________________                   _________________