EX-10.3

                          CHINA WORLD TRADE CORPORATION
                            PLACEMENT AGENT AGREEMENT


                                                   Dated as of: October __, 2004

Duncan  Capital  Group
Ladies  and  Gentlemen:

     The  undersigned,  China World Trade Corporation, a Nevada corporation (the
"Company"),  hereby agrees with Duncan Capital Group (the "Placement Agent") and
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Cornell  Capital  Partners, LP, a Delaware Limited Partnership (the "Investor"),
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as  follows:

1.   Offering.  The  Company  hereby  engages  the Placement Agent to act as its
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exclusive  placement  agent  in  connection with the Standby Equity Distribution
Agreement  dated  the date hereof (the "Standby Equity Distribution Agreement"),
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pursuant to which the Company shall issue and sell to the Investor, from time to
time,  and  the  Investor  shall  purchase  from the Company (the "Offering") up
                                                                   --------
to  Thirty  Million   U.S.  Dollars  ($30,000,000) of the Company's common stock
(the  "Commitment Amount"), par value US$____ per share (the "Common Stock"), at
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price  per  share  equal  to  the Purchase Price, as that term is defined in the
Standby  Equity  Distribution  Agreement.  The  Placement  Agent  services shall
consist  of reviewing the terms of the Standby Equity Distribution Agreement and
advising  the  Company  with  respect  to  those  terms.

     All  capitalized  terms  used herein and not otherwise defined herein shall
have  the  same  meaning  ascribed to them as in the Standby Equity Distribution
Agreement.  The  Investor  will  be  granted  certain  registration  rights with
respect  to  the Common Stock as more fully set forth in the Registration Rights
Agreement  between  the  Company  and  the  Investor  dated the date hereof (the
"Registration Rights Agreement").  The documents to be executed and delivered in
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connection  with  the  Offering,  including,  but  not limited, to the Company's
latest  Quarterly  Report  on  Form  10-QSB  as  filed  with  the  United States
Securities  and  Exchange  Commission,  this  Agreement,  the  Standby  Equity
Distribution  Agreement,  the  Registration  Rights  Agreement,  and  the Escrow
Agreement  dated  the  date  hereof  (the  "Escrow  Agreement"), are referred to
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sometimes  hereinafter  collectively as the "Offering Materials".  The Company's
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Common  Stock  purchased by the Investor hereunder or to be issued in connection
with  the  conversion of any debentures are sometimes referred to hereinafter as
the  "Securities."  The  Placement  Agent  shall  not  be  obligated to sell any
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Securities.

2.   Compensation.
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Upon  the  execution of this Agreement, the Company shall issue to the Placement
Agent  or  its  designee  One  Hundred  Fifty  Thousand  (150,000) shares of the
Company's  Common  Stock  (the "Placement Agent's Shares").  The Placement Agent
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shall  be entitled to "piggy-back" registration rights, which shall be triggered
upon  registration of any shares of Common Stock by the Investor with respect to
the Placement Agent's Shares pursuant to the Registration Rights Agreement dated
the  date  hereof. For a  period of ninety (90) calendar days following the date
hereof,  the  Placement  Agent  shall not sell the Placement Agent Shares if the
volume weighted average price of the Company's Common Stock as quoted Bloomberg,
LP  (the "VWAP") is less than One Dollar and Fifty Cents ($1.50). Thereafter the
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Placement Agent shall be entitled to sell the Placement Agent 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 Placement
Agent  shall not sell more than twenty five percent (25%) of the Placement Agent
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 Placement
Agent  shall  be  entitled  to  sell  the  Placement  Agent  Shares  free of any
limitation.

On  each  Advance Date pursuant to the Standby Equity Distribution Agreement the
Company  shall pay to the Placement Agent, directly from the gross proceeds held
in  escrow,  an amount equal to four percent (4%) of the amount of each Advance.

3.   Representations,  Warranties  and  Covenants  of  the  Placement  Agent.
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A.   The  Placement  Agent  represents,  warrants  and  covenants  as  follows:

(i)  The  Placement  Agent  has the necessary power to enter into this Agreement
     and  to  consummate  the  transactions  contemplated  hereby.

(ii) The execution and delivery by the Placement Agent of this Agreement and the
     consummation of the transactions contemplated herein will not result in any
     violation  of,  or  be in conflict with, or constitute a default under, any
     agreement or instrument to which the Placement Agent is a party or by which
     the  Placement  Agent or its properties are bound, or any judgment, decree,
     order  or,  to  the  Placement  Agent's  knowledge,  any  statute,  rule or
     regulation  applicable to the Placement Agent. This Agreement when executed
     and  delivered by the Placement Agent, will constitute the legal, valid and
     binding  obligations of the Placement Agent, enforceable in accordance with
     their  respective  terms,  except to the extent that (a) the enforceability
     hereof or thereof may be limited by bankruptcy, insolvency, reorganization,
     moratorium  or  similar  laws from time to time in effect and affecting the
     rights  of creditors generally, (b) the enforceability hereof or thereof is
     subject  to  general  principles  of  equity,  or  (c)  the indemnification
     provisions  hereof  or  thereof  may  be  held to be in violation of public
     policy.

(iii)Upon  receipt  and  execution  of  this Agreement, the Placement Agent will
     promptly forward copies of this Agreement to the Company or its counsel and
     the  Investor  or  its  counsel.

(iv) The  Placement  Agent  will  not  intentionally  take  any  action  that it
     reasonably  believes  would cause the Offering to violate the provisions of
     the  Securities  Act  of  1933, as amended (the "1933 Act"), the Securities
                                                      --------
     Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations
                                --------
     promulgated  thereunder  (the  "Rules and Regulations") or applicable "Blue
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     Sky"  laws  of  any  state  or  jurisdiction.

(v)  The  Placement  Agent is a member of the National Association of Securities
     Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act
     and under the securities laws of the states in which the Securities will be
     offered  or  sold by the Placement Agent unless an exemption for such state
     registration is available to the Placement Agent. The Placement Agent is in
     material  compliance  with  the  rules  and  regulations  applicable to the
     Placement  Agent  generally  and  applicable  to  the  Placement  Agent's
     participation  in  the  Offering.

4.   Representations  and  Warranties  of  the  Company.
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A.   The  Company  represents  and  warrants  as  follows:

(i)  The  execution,  delivery  and  performance  of each of this Agreement, the
     Standby  Equity  Distribution  Agreement,  the  Escrow  Agreement,  and the
     Registration  Rights  Agreement  has  been  or  will  be  duly  and validly
     authorized  by  the  Company and is, or with respect to this Agreement, the
     Standby  Equity  Distribution  Agreement,  the  Escrow  Agreement,  and the
     Registration Rights Agreement, will be a valid and binding agreement of the
     Company, enforceable in accordance with its respective terms, except to the
     extent  that  (a)  the  enforceability  hereof or thereof may be limited by
     bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws from
     time to time in effect and affecting the rights of creditors generally, (b)
     the  enforceability  hereof  or thereof is subject to general principles of
     equity  or (c) the indemnification provisions hereof or thereof may be held
     to  be  in violation of public policy. The Securities to be issued pursuant
     to  the  transactions contemplated by this Agreement and the Standby Equity
     Distribution  Agreement have been duly authorized and, when issued and paid
     for  in  accordance  with  this  Agreement, the Standby Equity Distribution
     Agreement  and  the  certificates/instruments representing such Securities,
     will  be  valid  and  binding  obligations  of  the Company, enforceable in
     accordance  with  their respective terms, except to the extent that (1) the
     enforceability  thereof  may  be  limited  by  bankruptcy,  insolvency,
     reorganization,  moratorium or similar laws from time to time in effect and
     affecting  the  rights  of  creditors generally, and (2) the enforceability
     thereof  is  subject  to general principles of equity. All corporate action
     required  to  be  taken  for  the  authorization,  issuance and sale of the
     Securities  has  been  duly  and  validly  taken  by  the  Company.

(ii) The Company has a duly authorized, issued and outstanding capitalization as
     set  forth  herein  and  in  the Standby Equity Distribution Agreement. The
     Company  is  not  a party to or bound by any instrument, agreement or other
     arrangement  providing for it to issue any capital stock, rights, warrants,
     options  or  other  securities,  except  for this Agreement, the agreements
     described  herein  and  as  described  in  the  Standby Equity Distribution
     Agreement,  dated the date hereof and the agreements described therein. All
     issued and outstanding securities of the Company, have been duly authorized
     and  validly  issued  and  are  fully  paid and non-assessable; the holders
     thereof  have  no  rights  of  rescission or preemptive rights with respect
     thereto and are not subject to personal liability solely by reason of being
     security  holders;  and none of such securities were issued in violation of
     the  preemptive  rights  of  any  holders  of  any security of the Company.

(iii)The  Common  Stock  to  be issued in accordance with this Agreement and the
     Standby  Equity  Distribution  Agreement has been duly authorized and, when
     issued  and  paid for in accordance with this Agreement, the Standby Equity
     Distribution  Agreement  and  the  Compensation  Debenture,  the
     certificates/instruments  representing  such  Common  Stock will be validly
     issued,  fully-paid  and  non-assessable;  the  holders thereof will not be
     subject  to personal liability solely by reason of being such holders; such
     Securities  are not and will not be subject to the preemptive rights of any
     holder  of  any  security  of  the  Company.

(iv) The  Company  has  good  and  marketable title to, or valid and enforceable
     leasehold  estates in, all items of real and personal property necessary to
     conduct  its  business (including, without limitation, any real or personal
     property  stated  in  the  Offering  Materials to be owned or leased by the
     Company),  free  and  clear  of  all  liens, encumbrances, claims, security
     interests  and  defects of any material nature whatsoever, other than those
     set  forth  in  the  Offering Materials and liens for taxes not yet due and
     payable.

(v)  There  is  no litigation or governmental proceeding pending or, to the best
     of the Company's knowledge, threatened against, or involving the properties
     or  business of the Company, except as set forth in the Offering Materials.

(vi) The  Company  has  been  duly  organized  and  is  validly  existing  as  a
     corporation  in good standing under the laws of the State of Nevada. Except
     as  set  forth  in  the  Offering  Materials,  the  Company does not own or
     control,  directly  or  indirectly,  an  interest in any other corporation,
     partnership,  trust, joint venture or other business entity. The Company is
     duly qualified or licensed and in good standing as a foreign corporation in
     each  jurisdiction  in  which the character of its operations requires such
     qualification  or  licensing  and  where failure to so qualify would have a
     material  adverse  effect  on  the  Company.  The Company has all requisite
     corporate  power  and  authority,  and  all  material  and  necessary
     authorizations,  approvals,  orders,  licenses, certificates and permits of
     and  from  all  governmental  regulatory officials and bodies (domestic and
     foreign)  to conduct its businesses (and proposed business) as described in
     the  Offering  Materials.  Any  disclosures  in  the  Offering  Materials
     concerning  the  effects of foreign, federal, state and local regulation on
     the  Company's  businesses  as  currently conducted and as contemplated are
     correct  in all material respects and do not omit to state a material fact.
     The  Company  has  all  corporate  power  and  authority to enter into this
     Agreement,  the  Standby  Equity  Distribution  Agreement, the Registration
     Rights Agreement, and the Escrow Agreement, to carry out the provisions and
     conditions  hereof and thereof, and all consents, authorizations, approvals
     and  orders  required  in  connection  herewith  and  therewith  have  been
     obtained.  No  consent,  authorization or order of, and no filing with, any
     court,  government  agency or other body is required by the Company for the
     issuance  of  the  Securities  or  execution  and  delivery of the Offering
     Materials  except  for  applicable  federal  and state securities laws. The
     Company,  since its inception, has not incurred any liability arising under
     or as a result of the application of any of the provisions of the 1933 Act,
     the  1934  Act  or  the  Rules  and  Regulations.

(vii)There has been no material  adverse change in the condition or prospects of
     the Company, financial or otherwise, from the latest dates as of which such
     condition  or  prospects,  respectively,  are  set  forth  in  the Offering
     Materials,  and  the outstanding debt, the property and the business of the
     Company  conform  in  all  material  respects  to  the descriptions thereof
     contained  in  the  Offering  Materials.

(viii)Except  as  set  forth  in  the  Offering Materials, the Company is not in
     breach  of,  or  in  default  under,  any term or provision of any material
     indenture,  mortgage,  deed  of  trust, lease, note, loan or Standby Equity
     Distribution  Agreement  or  any  other  material  agreement  or instrument
     evidencing  an  obligation  for  borrowed  money,  or  any  other  material
     agreement or instrument to which it is a party or by which it or any of its
     properties may be bound or affected. The Company is not in violation of any
     provision  of  its  charter  or  by-laws  or in violation of any franchise,
     license, permit, judgment, decree or order, or in violation of any material
     statute,  rule  or  regulation.  Neither  the execution and delivery of the
     Offering Materials nor the issuance and sale or delivery of the Securities,
     nor  the  consummation  of  any  of  the  transactions  contemplated in the
     Offering  Materials  nor  the  compliance by the Company with the terms and
     provisions hereof or thereof, has conflicted with or will conflict with, or
     has  resulted  in  or  will  result  in  a  breach of, any of the terms and
     provisions  of,  or  has constituted or will constitute a default under, or
     has  resulted  in or will result in the creation or imposition of any lien,
     charge  or  encumbrance  upon  any  property  or  assets  of the Company or
     pursuant to the terms of any indenture, mortgage, deed of trust, note, loan
     or  any other agreement or instrument evidencing an obligation for borrowed
     money,  or  any  other  agreement or instrument to which the Company may be
     bound  or  to which any of the property or assets of the Company is subject
     except (a) where such default, lien, charge or encumbrance would not have a
     material adverse effect on the Company and (b) as described in the Offering
     Materials;  nor  will such action result in any violation of the provisions
     of  the  charter  or  the  by-laws  of  the  Company  or,  assuming the due
     performance  by  the  Placement  Agent  of  its  obligations hereunder, any
     material  statute  or  any material order, rule or regulation applicable to
     the  Company  of  any  court  or  of  any  foreign, federal, state or other
     regulatory  authority or other government body having jurisdiction over the
     Company.

(ix) Subsequent  to  the  dates as of which information is given in the Offering
     Materials,  and except as may otherwise be indicated or contemplated herein
     or  therein  and the securities offered pursuant to the Securities Purchase
     Agreement  dated  the  date  hereof,  the  Company  has  not (a) issued any
     securities  or  incurred any liability or obligation, direct or contingent,
     for  borrowed  money, or (b) entered into any transaction other than in the
     ordinary  course  of business, or (c) declared or paid any dividend or made
     any  other  distribution  on  or in respect of its capital stock. Except as
     described  in  the  Offering  Materials,  the  Company  has  no outstanding
     obligations  to  any  officer  or  director  of  the  Company.

(x)  There are no claims for services in the nature of a finder's or origination
     fee with respect to the sale of the Common Stock or any other arrangements,
     agreements  or  understandings  that  may  affect  the  Placement  Agent's
     compensation,  as  determined  by  the  National  Association of Securities
     Dealers,  Inc.

(xi) The  Company owns or possesses, free and clear of all liens or encumbrances
     and  rights  thereto or therein by third parties, the requisite licenses or
     other  rights  to  use  all  trademarks, service marks, copyrights, service
     names,  trade names, patents, patent applications and licenses necessary to
     conduct  its  business (including, without limitation, any such licenses or
     rights  described  in the Offering Materials as being owned or possessed by
     the  Company)  and, except as set forth in the Offering Materials, there is
     no  claim  or action by any person pertaining to, or proceeding, pending or
     threatened,  which  challenges  the  exclusive  rights  of the Company with
     respect  to any trademarks, service marks, copyrights, service names, trade
     names, patents, patent applications and licenses used in the conduct of the
     Company's  businesses  (including, without limitation, any such licenses or
     rights  described  in the Offering Materials as being owned or possessed by
     the  Company)  except  any  claim  or action that would not have a material
     adverse  effect on the Company; the Company's current products, services or
     processes  do  not  infringe  or will not infringe on the patents currently
     held  by  any  third  party.

(xii)Except  as  described  in  the Offering Materials, the Company is not under
     any obligation to pay royalties or fees of any kind whatsoever to any third
     party  with  respect  to any trademarks, service marks, copyrights, service
     names, trade names, patents, patent applications, licenses or technology it
     has  developed,  uses,  employs  or intends to use or employ, other than to
     their  respective  licensors.

(xiii)Subject  to  the  performance  by  the  Placement Agent of its obligations
     hereunder  the offer and sale of the Securities complies, and will continue
     to  comply,  in  all material respects with the requirements of Rule 506 of
     Regulation  D promulgated by the SEC pursuant to the 1933 Act and any other
     applicable federal and state laws, rules, regulations and executive orders.
     Neither  the Offering Materials nor any amendment or supplement thereto nor
     any  documents prepared by the Company in connection with the Offering will
     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.  All  statements  of material facts in the Offering
     Materials  are  true  and correct as of the date of the Offering Materials.

(xiv)All  material  taxes  which  are due and payable from the Company have been
     paid  in  full  or  adequate  provision has been made for such taxes on the
     books  of the Company, except for those taxes disputed in good faith by the
     Company

(xv) None  of  the  Company  nor  any  of  its officers, directors, employees or
     agents, nor any other person acting on behalf of the Company, has, directly
     or  indirectly,  given or agreed to give any money, gift or similar benefit
     (other  than legal price concessions to customers in the ordinary course of
     business)  to  any  customer,  supplier, employee or agent of a customer or
     supplier,  or  official  or  employee  of  any  governmental  agency  or
     instrumentality  of  any  government (domestic or foreign) or any political
     party  or candidate for office (domestic or foreign) or other person who is
     or  may  be in a position to help or hinder the business of the Company (or
     assist  it in connection with any actual or proposed transaction) which (A)
     might  subject  the Company to any damage or penalty in any civil, criminal
     or  governmental litigation or proceeding, or (B) if not given in the past,
     might  have  had  a  materially  adverse  effect on the assets, business or
     operations  of  the Company as reflected in any of the financial statements
     contained in the Offering Materials, or (C) if not continued in the future,
     might adversely affect the assets, business, operations or prospects of the
     Company  in  the  future.

5.   Representations,  Warranties  and  Covenants  of  the  Investor.
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A.   The  Investor  represents,  warrants  and  covenants  as  follows:

(i)  The  Investor  has  the necessary power to enter into this Agreement and to
     consummate  the  transactions  contemplated  hereby.

(ii) The  execution  and  delivery  by  the  Investor  of this Agreement and the
     consummation of the transactions contemplated herein will not result in any
     violation  of,  or  be in conflict with, or constitute a default under, any
     agreement  or  instrument  to which the Investor is a party or by which the
     Investor or its properties are bound, or any judgment, decree, order or, to
     the Investor's knowledge, any statute, rule or regulation applicable to the
     Investor.  This Agreement when executed and delivered by the Investor, will
     constitute  the  legal,  valid  and  binding  obligations  of the Investor,
     enforceable in accordance with their respective terms, except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and  affecting  the  rights  of  creditors  generally,  (b)  the
     enforceability  hereof  or  thereof  is  subject  to  general principles of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to  be  in  violation  of  public  policy.

(iii)The  Investor  will  promptly  forward  copies of any and all due diligence
     questionnaires  compiled  by  the  Investor  to  the  Placement  Agent.

(iv) The  Investor  is  an  Accredited Investor (as defined under the 1933 Act).

(v)  The  Investor is acquiring the Securities for the Inventor's own account as
     principal, not as a nominee or agent, for investment purposes only, and not
     with  a  view to, or for, resale, distribution or fractionalization thereof
     in whole or in part and no other person has a direct or indirect beneficial
     interest  in  such  Securities.  Further,  the  Investor  does not have any
     contract,  undertaking,  agreement  or arrangement with any person to sell,
     transfer  or  grant  participations  to such person or to any third person,
     with  respect  to  any  of  the  Securities.

(vi) The  Investor  acknowledges  the Investor's understanding that the offering
     and sale of the Securities is intended to be exempt from registration under
     the  1933  Act by virtue of Section 3(b) of the 1933 Act and the provisions
     of  Regulation  D  promulgated  thereunder ("Regulation D"). In furtherance
                                                  ------------
     thereof,  the  Investor  represents  and  warrants  as  follows:

     (a)  The  Investor  has  the financial ability to bear the economic risk of
          the  Investor's  investment,  has adequate means for providing for the
          Inventor's  current  needs  and personal contingencies and has no need
          for  liquidity  with  respect  to  the  Investor's  investment  in the
          Company;  and

     (b)  The  Investor  has  such  knowledge  and  experience  in financial and
          business  matters  as to be capable of evaluating the merits and risks
          of the prospective investment. The Inventor also represents it has not
          been  organized  for  the  purpose  of  acquiring  the  Securities.

(vii)The  Investor has been given the opportunity for a reasonable time prior to
     the  date hereof to ask questions of, and receive answers from, the Company
     or its representatives concerning the terms and conditions of the Offering,
     and  other  matters  pertaining  to this investment, and has been given the
     opportunity  for  a reasonable time prior to the date hereof to obtain such
     additional  information  in  connection  with  the Company in order for the
     Investor to evaluate the merits and risks of purchase of the Securities, to
     the extent the Company possesses such information or can acquire it without
     unreasonable  effort  or  expense.  The  Investor  is  not  relying  on the
     Placement  Agent  or  any of its affiliates with respect to the accuracy or
     completeness  of  the Offering Materials or for any economic considerations
     involved  in  this  investment.

6.   Certain  Covenants  and  Agreements  of  the  Company.
     -----------------------------------------------------
     The  Company covenants and agrees at its expense and without any expense to
the  Placement  Agent  as  follows:

A.   To  advise  the  Placement  Agent  and the Investor of any material adverse
change  in  the  Company's  financial condition, prospects or business or of any
development  materially  affecting the Company or rendering untrue or misleading
any  material  statement in the Offering Materials occurring at any time as soon
as  the  Company  is  either  informed  or  becomes  aware  thereof.

B.   To  use  its  commercially  reasonable  efforts  to  cause the Common Stock
issuable  in  connection  with  the  Standby Equity Distribution Agreement to be
qualified  or  registered  for sale on terms consistent with those stated in the
Registration  Rights  Agreement  and  under  the  securities  laws  of  such
jurisdictions  as the Placement Agent and the Investor shall reasonably request.
Qualification,  registration and exemption charges and fees shall be at the sole
cost  and  expense  of  the  Company.

C.   Upon  written  request,  to  provide  and continue to provide the Placement
Agent  and the Investor copies of all quarterly financial statements and audited
annual  financial  statements  prepared  by  or  on behalf of the Company, other
reports  prepared  by  or on behalf of the Company for public disclosure and all
documents  delivered  to  the  Company's  stockholders.

D.   To  deliver,  during  the  registration  period  of  the  Standby  Equity
Distribution  Agreement,  to  the  Investor  upon the Investor's request, within
forty  five (45) days, a statement of its income for each such quarterly period,
and  its  balance sheet and a statement of changes in stockholders' equity as of
the  end  of  such  quarterly period, all in reasonable detail, certified by its
principal  financial  or  accounting officer; (ii) within ninety (90) days after
the  close of each fiscal year, its balance sheet as of the close of such fiscal
year,  together  with  a  statement  of  income,  a  statement  of  changes  in
stockholders'  equity  and  a  statement of cash flow for such fiscal year, such
balance sheet, statement of income, statement of changes in stockholders' equity
and  statement of cash flow to be in reasonable detail and accompanied by a copy
of  the  certificate  or  report  thereon  of  independent  auditors  if audited
financial  statements  are  prepared; and (iii) a copy of all documents, reports
and  information  furnished to its stockholders at the time that such documents,
reports  and  information  are  furnished  to  its  stockholders.

E.   To  comply  with  the  terms  of  the  Offering  Materials.

F.   To ensure that any transactions between or among the Company, or any of its
officers,  directors  and affiliates be on terms and conditions that are no less
favorable  to the Company, than the terms and conditions that would be available
in  an  "arm's  length"  transaction  with  an  independent  third  party.

7.   Indemnification  and  Limitation  of  Liability.
     -----------------------------------------------
A.   The  Company  hereby  agrees  that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
Placement  Agent  and  each  person  controlling,  controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated
thereunder  (the "Rules and Regulations"), harmless from and against any and all
                  ---------------------
loss,  claim,  damage, liability, cost or expense whatsoever (including, but not
limited  to,  any  and  all  reasonable  legal  fees  and  other  expenses  and
disbursements  incurred in connection with investigating, preparing to defend or
defending  any  action,  suit  or  proceeding,  including  any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which  the  Placement  Agent  or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out  of  or  based upon (i) any untrue statement or alleged
untrue  statement  of  a  material  fact  contained  in  (a)  Section  4 of this
Agreement,  (b) the Offering Materials (except those written statements relating
to  the Placement Agent given by the Placement Agent for inclusion therein), (c)
any  application  or  other  document  or  written communication executed by the
Company  or based upon written information furnished by the Company filed in any
jurisdiction  in  order  to  qualify  the Common Stock under the securities laws
thereof,  or  any  state  securities  commission or agency; (ii) the omission or
alleged  omission from documents described in clauses (a), (b) or (c) above of a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading;  or  (iii) the breach of any representation, warranty,
covenant  or  agreement  made  by  the  Company  in this Agreement.  The Company
further  agrees  that  upon demand by an indemnified person, at any time or from
time  to  time, it will promptly reimburse such indemnified person for any loss,
claim,  damage,  liability,  cost or expense actually and reasonably paid by the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the  foregoing  provisions of this Paragraph 7(A), any
such  payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a  court  of competent jurisdiction (after all appeals or the expiration of time
to  appeal)  is  entered  against the Placement Agent or such indemnified person
based upon specific finding of fact that the Placement Agent or such indemnified
person's  gross negligence or willful misfeasance will be promptly repaid to the
Company.

B.   The  Placement  Agent  hereby  agrees  that  it will indemnify and hold the
Company  and  each officer, director, shareholder, employee or representative of
the  Company, and each person controlling, controlled by or under common control
with  the Company within the meaning of Section 15 of the 1933 Act or Section 20
of  the 1934 Act or the Rules and Regulations, harmless from and against any and
all  loss,  claim, damage, liability, cost or expense whatsoever (including, but
not  limited  to,  any  and  all  reasonable  legal  fees and other expenses and
disbursements  incurred in connection with investigating, preparing to defend or
defending  any  action,  suit  or  proceeding,  including  any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which the Company or such indemnified person of the Company may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based upon (i) the material breach of any representation, warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false or misleading information provided to the Company in writing by one of the
Placement Agent's indemnified persons specifically for inclusion in the Offering
Materials.

C.   The  Investor  hereby  agrees that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
     Placement Agent, and each person controlling, controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act  or  Section  20 of the 1934 Act or the Rules and Regulations, harmless from
and  against  any  and  all  loss,  claim,  damage,  liability,  cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses  and  disbursements  incurred  in connection with investigating,
preparing  to  defend or defending any action, suit or proceeding, including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as  a  witness in any action, suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a  deposition)  to  which  the Placement Agent or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out of or based upon (i) the conduct of the Investor or its
officers,  employees  or  representatives in its acting as the Investor  for the
Offering,  (ii) the material breach of any representation, warranty, covenant or
agreement  made by the Investor in the Offering Materials, or (iii) any false or
misleading  information provided to the Placement Agent by one of the Investor's
indemnified  persons.

D.   The  Placement  Agent  hereby  agrees  that  it will indemnify and hold the
Investor  and each officer, director, shareholder, employee or representative of
the Investor, and each person controlling, controlled by or under common control
     with  the  Investor  within  the  meaning  of Section 15 of the 1933 Act or
Section  20  of  the  1934  Act  or the Rules and Regulations, harmless from and
against  any  and all loss, claim, damage, liability, cost or expense whatsoever
(including,  but  not  limited  to,  any and all reasonable legal fees and other
expenses  and disbursements incurred in connection with investigating, preparing
to  defend or defending any action, suit or proceeding, including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based  upon  the  material  breach of any representation, warranty,
covenant  or  agreement  made  by  the  Placement  Agent  in  this  Agreement.

E.   Promptly after receipt by an indemnified party of notice of commencement of
any action covered by Section 7(A), (B), (C) or (D), the party to be indemnified
shall,  within  five  (5)  business  days,  notify the indemnifying party of the
commencement thereof; the omission by one (1) indemnified party to so notify the
indemnifying party shall not relieve the indemnifying party of its obligation to
indemnify  any  other indemnified party that has given such notice and shall not
relieve  the indemnifying party of any liability outside of this indemnification
if  not  materially prejudiced thereby.  In the event that any action is brought
against  the  indemnified  party,  the  indemnifying  party  will be entitled to
participate  therein and, to the extent it may desire, to assume and control the
defense  thereof with counsel chosen by it which is reasonably acceptable to the
indemnified party.  After notice from the indemnifying party to such indemnified
party  of  its election to so assume the defense thereof, the indemnifying party
will  not be liable to such indemnified party under such Section 7(A), (B), (C),
or (D) for any legal or other expenses subsequently incurred by such indemnified
party  in connection with the defense thereof, but the indemnified party may, at
its  own  expense, participate in such defense by counsel chosen by it, without,
however,  impairing the indemnifying party's control of the defense.  Subject to
the  proviso  of  this  sentence  and notwithstanding any other statement to the
contrary contained herein, the indemnified party or parties shall have the right
to choose its or their own counsel and control the defense of any action, all at
the  expense  of  the  indemnifying  party if (i) the employment of such counsel
shall  have  been  authorized in writing by the indemnifying party in connection
with  the  defense  of  such action at the expense of the indemnifying party, or
(ii)  the  indemnifying  party  shall  not  have  employed  counsel  reasonably
satisfactory  to  such  indemnified  party to have charge of the defense of such
action  within  a reasonable time after notice of commencement of the action, or
(iii)  such  indemnified  party  or parties shall have reasonably concluded that
there  may  be  defenses  available  to  it  or them which are different from or
additional  to  those  available  to  one or all of the indemnifying parties (in
which  case  the  indemnifying  parties  shall  not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any of
which  events such fees and expenses of one additional counsel shall be borne by
the  indemnifying  party;  provided,  however, that the indemnifying party shall
not,  in connection with any one action or separate but substantially similar or
related  actions  in  the  same  jurisdiction  arising  out  of the same general
allegations  or  circumstance, be liable for the reasonable fees and expenses of
more  than  one  separate firm of attorneys at any time for all such indemnified
parties.  No settlement of any action or proceeding against an indemnified party
shall  be  made  without  the  consent  of  the  indemnifying  party.

F.   In order to provide for just and equitable contribution in circumstances in
which  the  indemnification  provided  for  in  Section  7(A)  or 7(B) is due in
accordance  with  its  terms  but  is  for  any  reason  held  by  a court to be
unavailable  on  grounds  of  policy or otherwise, the Company and the Placement
Agent  shall contribute to the aggregate losses, claims, damages and liabilities
(including  legal  or  other expenses reasonably incurred in connection with the
investigation  or  defense of same) which the other may incur in such proportion
so  that  the  Placement  Agent  shall  be  responsible  for such percent of the
aggregate  of  such  losses,  claims, damages and liabilities as shall equal the
percentage  of  the  gross  proceeds paid to the Placement Agent and the Company
shall  be  responsible for the balance; provided, however, that no person guilty
of  fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes  of  this Section 7(F), any person
controlling,  controlled by or under common control with the Placement Agent, or
any  partner,  director,  officer,  employee, representative or any agent of any
thereof,  shall  have the same rights to contribution as the Placement Agent and
each  person controlling, controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and  each officer of the Company and each director of the Company shall have the
same  rights to contribution as the Company.  Any party entitled to contribution
will,  promptly  after  receipt of notice of commencement of any action, suit or
proceeding  against  such party in respect of which a claim for contribution may
be  made against the other party under this Section 7(D), notify such party from
whom  contribution may be sought, but the omission to so notify such party shall
not  relieve  the party from whom contribution may be sought from any obligation
they  may have hereunder or otherwise if the party from whom contribution may be
sought  is  not  materially  prejudiced  thereby.

G.   The indemnity and contribution agreements contained in this Section 7 shall
remain  operative  and  in full force and effect regardless of any investigation
made  by  or  on  behalf  of  any  indemnified person or any termination of this
Agreement.

H.   The  Company  hereby  waives,  to  the fullest extent permitted by law, any
right  to  or  claim  of any punitive, exemplary, incidental, indirect, special,
consequential  or other damages (including, without limitation, loss of profits)
against the Placement Agent and each officer, director, shareholder, employee or
representative of the placement agent and each person controlling, controlled by
or  under  common control with the Placement Agent within the meaning of Section
15  of  the  1933 Act or Section 20 of the 1934 Act or the Rules and Regulations
arising  out  of  any cause whatsoever (whether such cause be based in contract,
negligence, strict liability, other tort or otherwise). Notwithstanding anything
to the contrary contained herein, the aggregate liability of the Placement Agent
and  each  officer,  director,  shareholder,  employee  or representative of the
Placement  Agent  and  each  person  controlling,  controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act  or Section 20 of the 1934 Act or the Rules and Regulations shall not exceed
the  compensation  received by the Placement Agent pursuant to Section 2 hereof.
This  limitation  of  liability  shall  apply regardless of the cause of action,
whether  contract, tort (including, without limitation, negligence) or breach of
statute  or  any  other  legal  or  equitable  obligation.

8.   Payment  of  Expenses.
     ---------------------

     The  Company  hereby  agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to  the  transmission  of Offering Materials, registrar and transfer agent fees,
escrow  agent  fees and expenses, fees of the Company's counsel and accountants,
issue  and  transfer  taxes,  if  any.

9.   Conditions  of  Closing.
     -----------------------

     The  Closing  shall  be held at the offices of the Investor or its counsel.
The  obligations  of  the  Placement  Agent  hereunder  shall  be subject to the
continuing accuracy of the representations and warranties of the Company and the
Investor  herein  as  of  the  date  hereof  and  as of the Date of Closing (the
"Closing Date") with respect to the Company or the Investor, as the case may be,
 ------------
as if it had been made on and as of such Closing Date; the accuracy on and as of
the  Closing Date of the statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following  further  conditions:

A.   Upon  the  effectiveness  of  a registration statement covering the Standby
Equity  Distribution  Agreement,  the  Investor  and  the  Placement Agent shall
receive  the  opinion  of  Counsel to the Company, dated as of the date thereof,
which  opinion  shall  be  in  form and substance reasonably satisfactory to the
Investor,  their  counsel  and  the  Placement  Agent.

B.   At or prior to the Closing, the Investor and the Placement Agent shall have
been  furnished  such  documents, certificates and opinions as it may reasonably
require  for  the  purpose  of  enabling them to review or pass upon the matters
referred  to  in  this  Agreement  and  the  Offering  Materials, or in order to
evidence  the  accuracy,  completeness  or  satisfaction  of  any  of  the
representations,  warranties  or  conditions  herein  contained.

C.   At  and prior to the Closing, (i) there shall have been no material adverse
change  nor  development  involving  a  prospective  change  in the condition or
prospects  or  the  business  activities, financial or otherwise, of the Company
from  the  latest  dates as of which such condition is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary course
of  business  except  the  transactions  pursuant  to  the  Securities  Purchase
Agreement  entered  into  by  the  Company on the date hereof which has not been
disclosed  in the Offering Materials or to the Placement Agent in writing; (iii)
except  as  set  forth  in  the  Offering Materials, the Company shall not be in
default  under  any  provision  of  any  instrument  relating to any outstanding
indebtedness  for  which  a waiver or extension has not been otherwise received;
(iv)  except  as set forth in the Offering Materials, the Company shall not have
issued any securities (other than those to be issued as provided in the Offering
Materials)  or  declared  or  paid  any dividend or made any distribution of its
capital  stock  of  any  class  and  there shall not have been any change in the
indebtedness  (long  or short term) or liabilities or obligations of the Company
(contingent or otherwise)  and trade payable debt; (v) no material amount of the
assets  of the Company shall have been pledged or mortgaged, except as indicated
in  the  Offering Materials; and (v) no action, suit or proceeding, at law or in
equity,  against  the  Company  or affecting any of its properties or businesses
shall  be  pending  or  threatened  before  or  by any court or federal or state
commission,  board  or other administrative agency, domestic or foreign, wherein
an unfavorable decision, ruling or finding could materially adversely affect the
businesses, prospects or financial condition or income of the Company, except as
set  forth  in  the  Offering  Materials.

D.   If  requested at Closing the Investor and the Placement Agent shall receive
a  certificate of the Company signed by an executive officer and chief financial
officer,  dated  as of the applicable Closing, to the effect that the conditions
set  forth  in  subparagraph  (C)  above have been satisfied and that, as of the
applicable  closing, the representations and warranties of the Company set forth
herein  are  true  and  correct.

E.   The  Placement Agent shall have no obligation to insure that (x) any check,
note, draft or other means of payment for the Common Stock will be honored, paid
or enforceable against the Investor in accordance with its terms, or (y) subject
to  the performance of the Placement Agent's obligations and the accuracy of the
Placement  Agent's representations and warranties hereunder, (1) the Offering is
exempt  from  the  registration  requirements  of the 1933 Act or any applicable
state  "Blue  Sky"  law  or  (2)  the  Investor  is  an  Accredited  Investor.

10.  Termination.
     -----------
     This Agreement shall be co-terminus with, and terminate upon the same terms
and conditions as those set forth in, the Standby Equity Distribution Agreement.
The  rights  of  the  Investor  and  the  obligations  of  the Company under the
Registration  Rights  Agreement,  and  the rights of the Placement Agent and the
obligations  of  the  Company  shall  survive  the termination of this Agreement
unabridged.

11.  Miscellaneous.
     -------------

A.   This Agreement may be executed in any number of counterparts, each of which
shall  be  deemed to be an original, but all which shall be deemed to be one and
the  same  instrument.

B.   Any  notice  required  or permitted to be given hereunder shall be given in
writing  and shall be deemed effective when deposited in the United States mail,
postage  prepaid,  or  when  received  if  personally  delivered  or faxed (upon
confirmation  of receipt received by the sending party), addressed as follows to
such  other  address  of  which  written  notice  is  given  to  the  others):

If  to  Placement  Agent,  to:     Duncan  Capital  Group


                                   Attention:
                                   Telephone:
                                   Facsimile:

If  to  the  Company,  to:         China  World  Trade  Corporation






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

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

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


C.   This Agreement shall be governed by and construed in all respects under the
laws  of  the  State of ____, without reference to its conflict of laws rules or
principles.  Any  suit,  action,  proceeding  or  litigation  arising  out of or
relating  to  this  Agreement shall be brought and prosecuted in such federal or
state court or courts located within the State of New Jersey as provided by law.
The  parties  hereby irrevocably and unconditionally consent to the jurisdiction
of  each  such  court  or  courts  located within the State of New Jersey and to
service of process by registered or certified mail, return receipt requested, or
by  any  other  manner  provided  by  applicable law, and hereby irrevocably and
unconditionally  waive  any  right to claim that any suit, action, proceeding or
litigation  so  commenced  has  been  commenced  in  an  inconvenient  forum.

D.   This  Agreement  and  the  other  agreements  referenced herein contain the
entire  understanding  between  the  parties  hereto  and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the  modification  or  amendment  is  sought.

E.   If  any  provision  of  this  Agreement  shall  be  held  to  be invalid or
unenforceable,  such  invalidity  or unenforceability shall not affect any other
provision  of  this  Agreement.


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<PAGE>

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

     COMPANY:
     CHINA  WORLD  TRADE  CORPORATION

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


     PLACEMENT  AGENT:
     DUNCAN  CAPITAL  GROUP

     By:
     Name:
     Title:


     INVESTOR:
     CORNELL  CAPITAL  PARTNERS,  LP

     BY:    YORKVILLE  ADVISORS,  LLC
     ITS:   GENERAL  PARTNER

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