Exhibit 4.3

                             ARTICLES OF ASSOCIATION
                                       OF
                         PACIFIC DRAGON FERTILIZERS LTD.
                                    June 2004

                          Chapter 1 General provisions

Article 1
In January 1994, in  accordance  with "Law of the People's  Republic of China on
Economic Contract Involving Foreign Interest ", "Law of the People's Republic of
China on  Chinese-Foreign  Contractual Joint Venture",  "The Law of the People's
Republic of China on Patent" and other  relevant PRC laws and  regulations,  and
based on the  principle of equality and mutual  benefit and mutual  negotiation,
Harbing Yin Long Industry  Ltd.  (hereinafter  referred to as Party A),  Beijing
Taiming Applied Technology  Institute,  and  Cathay-Pacific  Enterprises Ltd. of
Canada  entered  into the  Contractual  Joint  Venture  Contract for the Pacific
Dragon   Fertilizers   Ltd.  and  Articles  of  Association  of  Pacific  Dragon
Fertilizers Ltd. upon sufficient and friendly negotiation. The parties agreed to
invest and establish the Pacific Dragon Fertilizers Ltd.  (hereinafter  referred
as to JV) to produce  and operate  "LvLingBao"  a highly  concentrated  combined
fertilizer in Harbin City,  Heilongjiang Province,  China. Then, the JV obtained
Approval Certificate for Foreign-funded  Enterprise on May 3, 1994 and completed
registration with the administration for industrial and commerce as well.

On June 8, 2004, "the Agreement on Transfer of Capital  Contributions and Profit
Sharing  Rights" was entered into by and among China  Tailong  Holding Co., Ltd.
(hereinafter  referred  as to Party B);  Party A; and  Beijing  Taiming  Applied
Technology  Institute,   Cathay--Pacific  Enterprises  Ltd.  According  to  this
"Agreement",   Cathay--Pacific   Enterprises  Ltd.  transfers  all  the  capital
contribution it invested in the JV (30%),  and the profit sharing right (49%) of
the JV to Party B; Beijing Taiming Applied  Technology  Institute  transfers all
the capital  contribution it invested (27%) in JV and profit sharing right (10%)
of the JV to Party B; Party A transfers  its 33% capital and 31% profit  sharing
right of the JV to Party B; Party B accepts these transferred  contributions and
profit sharing right.

After the said transfer,  Neither  Cathay--Pacific  Enterprises Ltd. nor Beijing
Taiming Applied Technology  Institute have any capital contribution or any right
or interest in the JV. Party A owns 10% capital  contribution and profit sharing
right of the JV, Party B owns 90% capital  contribution and profit sharing right
of the JV. At the same time, the JV's former Joint Venture Contract and Articles
of Association should be terminated.



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<PAGE>

In  accordance  with the "Law of the People's  Republic of China on Equity Joint
Ventures",  and its  "Implementing  Regulations" and other relevant PRC laws and
regulations  on the other hand,  Party A and Party B, adhering to the principles
of equality  and mutual  benefit and through  friendly  negotiations,  therefore
agree to  formulate  this  "Articles  of  Association"  and both  parties  shall
continue to operate the JV as an equity joint venture.

Article 2
The name of the JV is Pacific Dragon Fertilizers Ltd.
The legal address is Yifayuan, Haping Road, Harbin, Heilongjiang Province,
China.

Article 3 Parties
Party A: Harbin Yin Long Industry Ltd.,
Legal address: 192 Changchun Street, Harbin, Heilongjiang Province, China.
Legal representative: Yu Chang  Position: Board Chairman
Post code: 150020  Tel: (0451)82627769
Fax: (0451)82627769

Party B: China Tailong Holdings JV Limtied
Legal address: Flat/RM 808, 8/F Tung Ying Bldg 100 Nathan Rd Tsim Sha Tsui, KL
Legal representative: Yu Chang    Position: Board Chairman
Nationality: China
Tel: (00852)65252022
Fax: (00852)65252022

Article 4
The JV shall be a limited liability JV under the laws of the PRC.

Article 5
The JV shall be the Legal Person of China,  and all of the  activities of the JV
shall comply with applicable PRC Laws.

                     Chapter 2 purpose and scope of business

Article 6
The purpose of the JV is to use efficient and advanced technology and management
to produce  "LvLingBao"  and to obtain  satisfactory  economic  benefits for the
Parties.

Article 7
Scope of Business of the JV shall be to produce and sell liquid fertilizers.

Article 8
Scale of production of the JV shall be to produce and sell 2500 ton  fertilizers
per year. When  appropriate,  the JV will expand  production within the province
and nationwide.



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<PAGE>

                Chapter 3 Total Investment and Registered Capital

Article 9
The total amount of investment  shall be US Dollar  500,000  (equivalent  to RMB
4350, 000).

Article 10
The registered  capital of the JV shall be US Dollar 500,000  (equivalent to RMB
4350, 000).

Article 11
The capital contribution of each party is as follows:
Party A: US Dollar 50, 000 (equivalent to RMB 435, 000),  which accounts for 10%
of the registered capital.
Party B: US Dollar 450,000  (equivalent to RMB 3,915,  000),  which accounts for
90% of the registered capital.

Article 12
Any change in the  registered  capital of the JV and the  transfer  of  Parties'
capital contributions shall be approved by the Board of Directors.  Without such
approval,  neither party may transfer or in any other way dispose of all or part
of its capital  contribution  to the other party  and/or the third  party.  If a
party  wishes to  transfer  all or part of its capital  contribution,  the other
Party shall have the right of first  refusal to purchase  the  transfer.  In the
mean time,  the JV shall report to the  examination  and approval  authority for
approval,  and  register  the change  with the  administrative  authorities  for
industry and commerce.

                          Chapter 4 Board of Directors

Article 13
The date of  registration  of the JV shall  be the  date on which  the  Board of
Directors of the JV is established.

Article 14
The Board of Directors  shall  consist of 3 members,  including one Chairman and
one Vice  Chairman,  of whom one shall be  appointed by Party A and two shall be
appointed by Party B. The Chairman of the Board of Directors  shall be appointed
by Party B, its  Vice-Chairman  by  Party  A.  The  Board  Chairman  and all the
Directors  shall  have a term of office of 5 years and they may remain in office
if continuously appointed by their appointing parties.

Article 15
The Board of  Directors is the  authority of the JV enjoying the highest  power,
which decides all the major issues of the JV.  Decisions on the following  items
shall be made only after being unanimously agreed upon by the directors:



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<PAGE>

(1) amendment to the articles of association of the JV;

(2) termination or dissolution of the JV;

(3) increase or transfer of the registered capital of the JV;

(4) merger of the JV with other economic organizations;

(5) annual final accounting  report,  bonus  distribution plan, annual financial
budget report;

(6) other items that the Board of Directors  considers shall be made after being
unanimously agreed upon by the directors present at the Board Meeting.

Decision on other  matters shall be passed by two-third of the  directors,  but,
all decisions must be approved by at least one director appointed by Party A.

Article 16
The  chairman  of the board is the legal  representative  of the JV.  Should the
chairman be unable to perform his duties,  he shall authorize the  vice-chairman
of the board or a director to perform his duties.

Article 17
The Board of  Directors  shall  convene at least once a year.  The  chairman may
convene  an interim  meeting on the  suggestion  of more than  one-third  of the
directors.  The meeting shall be called and presided over by the chairman of the
board,  and the minutes of the meeting  shall be filed and  reserved.  The time,
process and proposal shall be notified to foreign  directors by express mail and
Fax or Telegram one month in advance when the material issue shall be discussed.

                              Chapter 5 Management

Article 18
The management consists of a general manager, recommended by Party B, and a vice
general  manager,  recommended by Party A. The general  manager and vice general
manager  shall be hired by the  Board of  Directors  for a term of 5 years.  The
employment may be renewed.

Article 19
The  management  consists  of  the  Department  of  Production,   Department  of
Operation,  Department  of Financial  Affairs,  and Office in charge of the JV's
daily business and management.



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<PAGE>

Article 20
The duty of the general  manager is to carry out the  decisions  of the Board of
Directors,  and organize the JV's daily  business and  management.  Vice general
manager  shall assist the general  manager.  There are chief  engineer and chief
accountant  under  the  general  manager  who will  oversee  the  technical  and
financial work  respectively  under the  leadership of general  manager and vice
general manager.  The management may have several department  managers in charge
of the work of each department.  They carry out the work assigned by the general
manager  and vice  general  manager  and shall be  directly  responsible  to the
general manager and vice general manager.

Article 21
Where the general manager or vice general  manager  engages in malpractices  for
private  purposes or is  seriously  negligent in  performing  their  duties,  or
seriously  unfit for their jobs, they may be changed any time upon a decision by
the Board of Directors.

                        Chapter 6 Finance and Accounting

Article 22
All the  matters  concerning  foreign  exchange  of the JV shall be  handled  in
accordance with the Foreign Exchange Administrative  Regulations of the People's
Republic  of  China  and   relevant   regulations   of  the   foreign   exchange
administrative authority.

Article 23
The JV  shall  pay all  taxes  in  accordance  with  relevant  Chinese  laws and
regulations.

Article 24
The  employees  of JV shall pay  individual  income tax in  accordance  with the
Individual Income Tax Law of the People's Republic of China.

Article 25
The JV shall allocate to the reserve fund,  development fund and employees bonus
and welfare fund in accordance with the  Sino-foreign  Equity Joint Venture Law.
The  percentage  shall be determined by the Board of Directors  depending on the
operation each year.

Article 26
The  accounting  year of the JV starts on January 1 and ends on December 31. All
accounting invoices, financial statements and books shall be written in Chinese.

Article 27
The JV shall engage the  certified  Chinese  accountant to conduct the financial
audit on the JV and report to the Board of Directors and the general manager. If



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<PAGE>

Party B considers it necessary to engage a foreign auditor to conduct the annual
audit, Party A shall consent.  Party B shall bear all expenses incurred in doing
so.

Article 28
In the first three  months of each  business  year,  the general  manager  shall
formulate the statement of assets and  liabilities,  calculation  of profits and
losses,  and profits  distribution plan of the preceding year and submit them to
the Board of Directors for examination and approval.

                        Chapter 7 Distribution of Profits

Article 29
After payment of income tax of the JV each year,  the Board shall  determine the
amount from the  after-tax  net profits to be  allocated  into the JV's  reserve
fund,  enterprise  expansion fund, and the employee bonus and welfare fund to be
set up in  accordance  with PRC Laws.  The total annual  allocation to the funds
mentioned above shall not decided by the Board.

Article 30
After paying taxes and making allocations to the reserve funds, expansion funds,
bonuses and welfare funds for staff workers, the JV's remaining profits shall be
distributed  between the Parties  according to the Parties' ratio (Party A: 10%;
Party B: 90%).

                         Chapter 8 Employment Management

Article 31
The recruitment,  dismissal,  salary,  labor protection,  benefits and award and
punishment  of the JV shall be decided by the Board of Directors  in  accordance
with the  Regulations on the  Administration  of  Sino-foreign  Joint  Ventures'
Employment of the People's Republic of China and its implementing measures.

The employment  contracts,  upon  execution,  shall be filed with the Employment
Administrative Agency for record.

Article 32
The Board of Directors  shall meet and decide the  recruitment,  salary,  social
security, benefit, and traveling standard of the senior management personnel.

                              Chapter 9 Trade Union
Article 33
The  employees of the JV shall  establish  trade union  lawfully,  carry out the
trade union's activities and protect the legitimate interest of the employees.



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<PAGE>

Article 34
The trade union of the JV is the representative of the employees. Its mission is
to protect the employees' interest, negotiate with the JV, unite and educate the
employees,  ensure  production,  comply  with  disciplines  and  carry  out  the
employment contracts.

Article 35
The JV's trade union shall  participate in the settlement of the dispute between
the employees and the JV.

Article 36
The JV shall pay 2% of the  total  salary  of the  employees  of the JV as trade
union fund every month, which shall be used in accordance with the relevant laws
and regulations of the People's Republic of China.

                                   Chapter 10

Article 37
The duration of the JV shall be 15 years,  starting from the date of issuance of
its business license.

Article 38
Upon suggestion by either party of the JV and unanimous approval of the Board of
Directors  of the JV,  the JV may  apply  for an  extension  of the JV with  the
original  examination and approval  authority six months prior to the expiration
date of the term of the JV.

Article 39
In the case of expiration or earlier termination of the JV, the JV shall conduct
liquidation  lawfully.  The net asset after the liquidation shall be distributed
according to the ratio of the capital contribution of Party A and Party B.

Article 40
In case of  liquidation,  the Board of Directors  shall propose the  liquidation
procedure,  principle and candidates of the liquidation committee,  and organize
the  liquidation  committee.  The  mission of the  liquidation  committee  is to
conduct a thorough check of the assets, rights and debts, formulate statement of
assets and liabilities and category of assets,  formulate a liquidation plan and
submit them to the Board of Directors for approval and implement them.

Article 41
During liquidation,  the liquidation committee will sue and be sued on behalf of
the JV.



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<PAGE>

Article 42
During liquidation,  the liquidation  committee shall reevaluate the JV's assets
according  to the  depreciation  on the book and take into  account  the current
price.  The  liquidation  committee  shall  try to sell the  assets  at the best
possible price.

Article 43
Liquidation  expenses  and the  remuneration  of the members of the  liquidation
committee shall be paid from the liquidated assets of the JV as a priority.

Article 44
At the end of the liquidation,  the JV shall report to the original  examination
and approval agency and register the liquidation of the JV with the registration
administration  and hand in the  business  license.  In the mean time,  it shall
announce to the public of its liquidation

Article 45
After termination of the JV, the original of all books shall be kept by Party A.
Party B may keep all the copies.

                        Chapter 11 Rules and Regulations

Article 46
JV has  enacted  the  following  rules  and  regulations  through  the  Board of
Directors:

1.   operation and management rules,  including the power of the  administration
     department and working procedures.
2.   rules for the employees.
3.   salary.
4.   work attendance, promotion, and award.
5.   employees benefits.
6.   financial system.
7.   liquidation procedure at dissolution of the JV.
8.   other necessary rules and regulations.

                                         Chapter 12 Miscellaneous
Article 48
The amendment to these Articles of Associations must be unanimously  approved by
the Board of Directors,

Article 49
These Articles of Associations are written in Chinese.

Article 50
These  Articles of  Associations  shall become  effective  upon  approval by the
examination and approval authority.



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Party A: Harbin Yin Long Industry Ltd.,
Legal representative (Authorized representative): Yu Chang

Party B: China Tailong Holdings JV Limtied
Legal representative (authorized representative): Teng Xiao Yong

June 9, 2004



















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