Exhibit 4.1

     Agreement of Transfer of Capital Contributions and Profit Sharing Right

This  Agreement of Transfer of Capital  Contributions  and Profit  Sharing Right
(the "Agreement") is made by and among:

Party A: China Tailong Holdings Company Limited
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

Party B: Cathy-Pacific Enterprises Ltd.
Address: Suite213-22188 Lougheed, Hwy. Maple Ridge, B.C. Canada V2X 2S8
Legal representative: Elmer Walske
Position: Board Chairman
Nationality: Canada

Party C: Beijing Taiming Applied Technology Institute
Address: No.43, Fengtai Road, Fengtai District, Beijing, China
Legal representative: Xihe Yu
Position: Board Chairman
Nationality: China

Party D: Harbin Ying Long Industrial Ltd.
Address: West side of Dalian Road, Jizhong District, Haping Road,
Development Zone, Harbin, China
Legal representative: Yu Chang
Position: Board Chairman
Nationality: China

Whereas:
1. The PACIFIC  DRAGON  FERTILIZERS  LTD.,  HARBIN  (hereinafter  referred as to
"Tailong  Company")  is a  Chinese-Foreign  contractual  joint  venture  company
established under the Law of the People's  Republic of China on  Chinese-Foreign
Contractual   Joint  Venture,   and  its  business   scope  includes   research,
development,  production,  and  distribution of fertilizers.  Moreover,  Tailong
Company  holds the  Business  License for  Enterprises  as Legal  Persons of PRC
(No.00059) issued by the State Administration for Industry and Commerce. And its
registered capital is RMB 4350,000 (USD500,000);

2. Party A is a limited company  established under the Company Law of Hong Kong,
which is the  transferee  of capital  contribution  and profit  sharing right in
Tailong Company;



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3. Party B is a limited  company  established  under the  Company Law of Canada,
which are both the foreign party and the transferor of capital  contribution and
profit sharing right in Tailong Company;

4. Party C is a collectively owned corporation, which holds the Business License
for Enterprises as Legal Persons issued by the  Administration  for Industry and
Commerce of Fengtai District, Beijing, and its business scope covers fertilizers
productions, and whole set of technology equipment, biology engineering, refined
chemical  productions,  and new type of high-energy fuel and related equipments,
medical apparatus, development of optical engineering productions,  transfer and
sale of  technology.  Further,  it is Chinese  party and  transferor  of capital
contribution and profit sharing right in Tailong Company;

5. Party D is a limited  company  established  under the  Company  Law of China,
which holds the Business  License for Enterprises as Legal Persons issued by the
Administration  for Industry and Commerce of Harbin city, and its business scope
covers  wholesale  and  retail  of  construction  material,   automobile  parts,
mechanical equipments, and woods. Further, it is Chinese party and transferor of
capital contribution and profit sharing right in Tailong Company;

6.  Party  B  consents  to  transfer  all  its 30%  capital  contribution,  i.e.
USD1,500,000  (equivalent  to RMB  1,305,000)  and 49% profit  sharing  right in
Tailong  Company to Party A; Party C consents  to  transfer  all its 27% capital
contribution,  i.e. RMB 1160,000 and 10% profit sharing right in Tailong Company
to Party A; Party D consents to transfer 33% of its capital  contribution,  i.e.
RMB 1,435,500,  and 31% of its profit sharing right in Tailong  Company to Party
A; And Party A accepts  the above  transfer of capital  contribution  and profit
sharing rights in Tailong Company.

Therefore,  in  accordance  with the Law of the  People's  Republic  of China on
Chinese-Foreign  Contractual  Joint  Venture and the Contract  Law of PRC,  this
Agreement is entered into by and among the Parties mentioned above:

Article 1. This  Agreement  is entered  into in  accordance  with the Law of the
People's Republic of China on Chinese-Foreign  Contractual Joint Venture and the
Contract Law of PRC.

Article 2. Party B consents to transfer all its 30% capital  contribution,  i.e.
USD1,500,000  (equivalent  to RMB  1,305,000)  and 49% profit  sharing  right in
Tailong  Company to Party A; Party C consents  to  transfer  all its 27% capital
contribution,  i.e. RMB 1160,000 and 10% profit sharing right in Tailong Company
to Party A; Party D consents to transfer 33% of its capital  contribution,  i.e.
RMB 1,435,500,  and 31% of its profit sharing right in Tailong  Company to Party
A; And Party A accepts  the above  transfer of capital  contribution  and profit
sharing rights in Tailong Company.  All other parties except for Party A forfeit
their rights of first  refusal to purchase the above  capital  contribution  and
profit sharing rights.



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Article 3. After these transfers,  Party A owns 90% capital contribution and 90%
profit  sharing  right  of  Tailong  Company,  and  Party  D  owns  10%  capital
contribution  and 10% profit sharing right of Tailong  Company.  Neither Party B
nor Party C has any capital contribution or interest in Tailong Company.

Article 4. Party A shall remit  $50,000.00 (USD fifty thousand  only),  which is
the  outstanding  of Party B's capital  contribution  to Tailong  Company,  into
Tailong Company's account in 30 days after the transfer  contemplated  herein is
approved by the relevant examination and approval authority of China.

Since Party C's capital  contribution to Tailong Company was a patent  appraised
to be worth RMB1,160,000,  after the transfer  contemplated herein, Party C will
withdraw its patent.  Accordingly,  Party A shall  contribute RMB 1,160,  000 to
Tailong  Company's  account  within 30 days after the  examination  and approval
authority issued the approval documents concerning the transfer

Party A shall remit RMB  1,450,000.00,  which is transfer price of the Party D's
capital  contribution  and profit sharing right in Tailong  Company (33% and 31%
respectively),  into Party D's bank  account,  in 30 days after the  transfer is
approved by the examination and approval authority of China.

Article 5. Except as otherwise  provided for in this  Agreement,  no Party shall
claim any right or interest against Tailong Company after this Agreement becomes
effective.

Article 6. After the Agreement becomes effective, Tailong Company's former Joint
Venture Contract and Articles of Association  should be terminated  immediately.
Party A and Party D shall draft a new joint  venture  contract  and  Articles of
Association.

Article 7. Both the Party A and Party D shall enjoy rights and perform duties as
prescribed by the Joint Venture Contract and Articles of Association  after they
accept the transfers.

Article 8. Neither Party of this Agreement shall unilaterally  modify or rescind
the Agreement.  Failure to perform this Agreement by any Party shall  constitute
breach of this Agreement.  The Defaulting  Party shall pay 10% of total transfer
price to the non-defaulting party as a penalty for breach of this Agreement, and
compensate  the  loss of  non-defaulting  party.  Where a  Party  breaches  this
Agreement,  the other Party may terminate this Agreement  without any liability,
or demand the Defaulting Party to continue performing this Agreement. Continuing
to perform this  Agreement will not release the breaching  Party's  liability to
compensate  for  breaching  this  Agreement.  Should  both  Parties  breach  the
Agreement,  each  shall  bear its  respective  share of the  responsibility  for
breaching this Agreement.



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Article 9. All issues  concerning  the  establishment  and management of Tailong
Company in this Agreement shall be governed by the Law of the People's  Republic
of China on  Chinese-Foreign  Contractual Joint Venture and relevant laws of the
PRC;  the  clauses  concerning  Party A and Party B shall be governed by general
international  practices;  the clauses  concerning  Parties A, C, and D shall be
governed by the Contract Law of PRC.

Article  10.  During  the  term  of this  Agreement,  if any  disaster,  such as
earthquake,  flood and so on, or other relevant material accident occurs,  which
may make the purpose of the  Agreement  impossible  to be  realized,  then,  the
Parties of this  Agreement  may delay or terminate to perform this  Agreement on
the basis of the principles of equality and mutual benefit.

Article 11. In the event that any dispute  arises out of, under or in connection
with this  Agreement,  it shall be first settled through  negotiation  among the
Parties.  In the event that the  Parties are unable to settle the  dispute,  the
Parties  may enter into an  arbitration  agreement  and submit the dispute to an
arbitration body or bring a lawsuit in a competent court.

Article  12. The  issues  that are not  provided  for in this  Agreement  may be
provided for in a  supplemental  agreement  upon both Parties'  agreement.  Such
supplemental  agreement  shall be an integral part of this  Agreement and of the
same legal force.

Article 13. This Agreement shall become effective upon execution by both Parties
and  approval by  government  authority  in charge of foreign  investment.  This
Agreement may be modified,  rescinded, and terminated in advance on the basis of
the principles of equality and mutual benefit.

Article 14. This  Agreement is written in both  Chinese and English.  Should any
provisions in this  Agreement be susceptible  to several  interpretations,  they
shall be interpreted in accordance with the Chinese version of this Agreement.

Article 15. This Agreement has four original copies, and each Party holds one of
them,  the rest  shall be sent to  government  authority  in charge  of  foreign
investment to apply for the changes provided herein.

Article 16. This Agreement is signed on June 8, 2004 in Hong Kong, China.

Party A: China Tailong Holdings Company Limited

The authorized representative: /s/Teng Xiao Yong



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Party B: Cathy-Pacific Enterprises Ltd.

The authorized representative: /s/Elmer Walske

Party C: Beijing Taiming Applied Technology Institute

The authorized representative:/s/ Xihe Yu

Party D: Harbin Ying Long Industrial Ltd.

The authorized representative: /s/ Chang Yu






















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