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                                                                    EXHIBIT 10.8


THIS AGREEMENT is made the _____ day of _______________, 1999

BETWEEN


 (1)     __________________________________ of ________________________________

         __________________________________ ("Party A") of the first part;

 (2)     Malee Consultants Limited, a limited company incorporated in the
         British Virgin Islands and having a place of business in Hong Kong at
         Room 1006, West Tower, Shun Tak Centre, 168-200 Connaught Road Central,
         Hong Kong ("Party B") of the second part;

 (3)     Lite Charter (China) Limited, a company incorporated in Hong Kong whose
         registered office is situate at Block A2, 8th Floor, Yip Fung
         Industrial Building, 28-36 Kwai Fung Crescent, Kwai Chung, New
         Territories, Hong Kong ("Party C") of the third part; and

 (4)     King Yuen Investment & Development Limited (____________________), a
         limited company incorporated in Hong Kong whose registered office is
         situate at Room 1008-9, West Tower, Shun Tak Centre, 168-200 Connaught
         Road Central, Hong Kong ("Party D") of the fourth part.

WHEREAS:

 (1)     Party A and Party D have signed a Chinese agreement on 28th November
         1994 under which Party D was to provide extensive consultancy services
         ("the Services") to Party A over a period of 5 years with a view to
         facilitating the implementation of a project ("the Project")
         contemplated by Party A to establish a Chinese Buddhist cultural city
         ("the City") in Shaanxi Province, the Peoples Republic of China.

 (2)     By a written Chinese agreement dated 13th May 1998 and signed by Party
         A, Party B and Party D ("the Agreement"), it was agreed between Party
         A, Party B and Party D that Party B should take up the then remaining
         parts of the Services on such terms and conditions as stated therein.
         Those remaining parts of the Services are itemized in the First and
         Second Schedules hereto and the fees for each of the items ("the
         Items") of
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         those remaining parts of the Services are set out in the First and
         Second Schedules hereto against each of the specific items.

 (3)     Party B has performed those items of the Items as listed in the First
         Schedule hereto ("the Performed Services") leaving those items of the
         Items as listed in the Second Schedule hereto ("the Unperformed
         Services") to be performed in accordance with the Agreement.

 (4)     With Party A's consent, Party B intends to assign the Unperformed
         Services to Party C for its performance in accordance with the
         Agreement.

 (5)     Party B and Party D are willing to act as the guarantors of the
         performance of the Unperformed Services by Party C in accordance with
         the Agreement.

NOW THEREFORE IT IS MUTUALLY AGREED:

1. Party B hereby assigns to Party C the Unperformed Services to be performed by
Party C at the same fees and on the same terms and conditions as specified in
the Agreement. Party C hereby agrees with Party A and Party B to take up the
performance of the Unperformed Services at the same fees and on the same terms
and conditions as specified in the Agreement.

2. Party A agrees to the assignment of the Unperformed Services from Party B to
Party C as mentioned in the preceding clause to the intent that Party C shall
have the same rights and duties under the Agreement as Party B in the
performance of the Unperformed Services.

3. Party B and Party D warrant that Party C is competent and in possession of
the necessary skill, knowledge, relationships, expertise and ability to take up
the performance of the Unperformed Services in accordance with the Agreement
without any form of assistance, financial or otherwise, from any party including
Party B and Party D. Party B and Party D hereby further jointly and severally
guarantee to Party A that Party C shall perform the Unperformed Services in
strict adherence to and accordance with the Agreement. In case Party C shall
fail to do so and thereby causing any lose or damages to Party A, Party B and
Party D shall jointly and severally indemnify Party A against the same PROVIDED
that no such guarantee or indemnity shall be available to Party A unless and
until, as against Party B, it shall have finally


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been ascertained from the liquidator of Party C in liquidation the
amount(s)/percentage of dividends receivable by party A, and the extent of such
guarantee and indemnity by Party B shall be the amount of such deficiency
between Party A's claims and the dividends receivable from the liquidator of
Party C, and, as against Party D, it shall have finally been ascertained from
the liquidator of Party B in liquidation the amount(s)/percentage of dividends
receivable by party A, and the extent of such guarantee and indemnity by Party D
shall be the amount of such deficiency between Party A's claims and the
dividends receivable from the liquidators of Party C and Party B.

4. Party C shall not be liable for any disputes or claims in respect of or
arising from the performance of the Performed Services. Any such disputes or
claims shall be resolved or made between Party A and Party B in accordance with
the Agreement and shall not in any event affect the rights and duties between
Party A and Party C in respect of the Unperformed Services.

5. For avoidance of doubt, in case any item of the Performed Services is only
partially performed or defectively performed, Party C shall not be responsible
for the same nor for the completion or making good of the same and clause 4
above shall apply in such circumstances PROVIDED that Party A may request and
Party C may undertake for the completion or making good of the same at such
terms and conditions as by mutual consent.

6. In performing the items of the Unperformed Services, Party C shall adhere to
the scheduled progress as provided in the Agreement PROVIDED that if any such
progress is hindered or delayed by reason only of any such matters as mentioned
in clause 5 above, Party C shall not be liable for any such delay. Any claims on
such delay shall be made between Party A and Party B only.

7. It is hereby declared that no money or property was paid or given or received
by any parties hereto for the entering of this Agreement.

8. It is hereby further declared that the ambit of the Services is of
preliminary consultancy and organization nature only with a view to lay down a
preliminary foundation for the implementation of the Project and does not (nor
shall the Items so construed) including any work involving the actual
implementation of the Project nor the actual establishment of the City


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(including, but not limited to, any site formation work;
building/premises/structure construction work; machine/facility
installation/assembling work; supervision thereof; etc.).

9. This Agreement shall take effect on 1st January 1999 and shall be deemed made
on that day.

10. This Agreement shall be interpreted and governed by the English laws and the
parties hereto submit to the non-exclusive jurisdictions of the English courts.

                                 FIRST SCHEDULE

                            (The Performed Services)



                                 See Appendix A




                                 SECOND SCHEDULE


                           (The Unperformed Services)



                                 See Appendix B


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SIGNED by ZHANG LIN              )
                                 )
for and on behalf of Party A     )
                                 )
in the presence of:              )




SIGNED by CHENG CHAO MING        )           FOR AND ON BEHALF OF
                                 )           MALEE CONSULTANTS LIMITED
for and on behalf of Party B     )
                                 )
                                             ---------------------------------
in the presence of:              )                Authorized Signature(s)




SIGNED by SIT HIK LEUNG          )           FOR AND ON BEHALF OF
                                 )           LITE CHARTER (CHINA) LIMITED
for and on behalf of Party C     )
                                 )
                                             ---------------------------------
in the presence of:              )                Authorized Signature(s)




SIGNED by XIONG PING PO          )           FOR AND ON BEHALF OF
                                 )           KING YUEN INVESTMENT &
                                 )             DEVELOPMENT LTD.
for and on behalf of Party D     )
                                 )
                                             ---------------------------------
in the presence of:              )                Authorized Signature(s)


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