EXHIBIT 10.15



                             JOINT VENTURE AGREEMENT
                     JILIN LIANLI (CBR) BREWING COMPANY LTD.



<PAGE>
JOINT  VENTURE  AGREEMENT
JILIN  LIANLI  (CBR)  BREWING  COMPANY  LTD.


CHAPTER  1  :  GENERAL
----------------------

Clause  1     Whereas  in  accordance  with the "Law of the People's Republic of
              China  for the Joint Ventures Enterprises with Chinese and Foreign
              Investments",  "Company Law of the People's Republic of China" and
              other  relevant  legislations  and  regulations  of  China,  Jilin
              Province  Juetai City Brewery, Jilin Province Chuang Xiang Zhi Yie
              Ltd. and March International Group Limited agreed, on the basis of
              equality  and procuring mutual benefits, friendly co-operation and
              mutual  development,  and  signed  this joint venture agreement to
              establish  a  joint  venture  company  designated as "Jilin Lianli
              (CBR)  Brewing  Company  Ltd."  in  Juetai City, Jilin Province of
              China.


CHAPTER  2  :  INTERPRETATION
-----------------------------

Clause  2     In  this  Agreement,  unless  the  context otherwise requires, the
              following  terms  and  words  have  the interpretations as follow:

               1.   "Agreement"  means  this Joint Venture Agreement and all its
                    appendices.

               2.   "Joint  Venture  Company"  means  Jilin Lianli (CBR) Brewing
                    Company  Ltd.

               3.   "Party  A"  means  Jilin  Province Juetai Brewery. "Party B"
                    means  March  International  Group  Limited. "Party C" means
                    Jilin  Province  Chuang  Xiang  Zhi  Yie  Ltd.

               4.   "China"  means  the  People's  Republic  of  China  ("PRC").

               5.   "PRC Laws" means all the central, provincial and local laws,
                    legislations,  regulations,  rules, procedures, and judicial
                    interpretation  documents  (including  transient  and
                    provisional),  but excludes all the internal documents which
                    are  not  disclosed  to  foreign  investors.

               6.   "Board  of  Directors"  means  the Board of Directors of the
                    Joint  Venture  Company.

               7.   "Directors"  means  the members in the Board of Directors as
                    appointed  by  the  Joint Venture Parties in accordance with
                    this  Agreement.


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               8.   "Articles  of Association" means the articles of association
                    of the Joint Venture Company prepared in accordance with the
                    terms  and  conditions specified in this Agreement, which is
                    signed  by all the Joint Venture Parties, and is approved by
                    the  relevant  governmental  authorities.

               9.   "Third  Party"  means  any  legal  person or legal entity in
                    China  other  than  the  Joint  Venture  Parties.

               10.  "Joint  Venture  Law"  means Law of the People's Republic of
                    China  for  the  Joint Ventures Enterprises with Chinese and
                    Foreign  Investments, and other legislations and regulations
                    applicable  to  the  Sino-foreign joint venture enterprises.

               11.  "Company  Law" means Company Law of the People's Republic of
                    China.

               12.  "Joint  Venture Period" means the period commencing from the
                    date  of  issuance  of business license of the Joint Venture
                    Company  and  terminating  on  the date as specified in this
                    Agreement and Articles of Association in compliance with the
                    PRC  laws.

               13.  "Yuan"  means  the  unit  of  currency  denominated  in this
                    Agreement.  Unless  otherwise  indicated, the currency means
                    the  Renminbi  ("RMB").

               14.  "Foreign  Currency"  or  "Foreign  Exchange" means the legal
                    currency, as stipulated by the laws of that foreign country,
                    which  can  be  freely  exchanged and transacted outside the
                    vicinity  of  China.

Clause  3     The attached appendices are an integral and non-segregated part of
              this  Agreement,  and  possess  the  same legal efficacy with this
              Agreement.

              Appendix  I:    List  of  assets  and liabilities transferred from
                              Party  A  to  the  Joint Venture Company, and such
                              list  should  be  signed  by  all  the three Joint
                              Venture  Parties.

              Appendix  II:   Land use right certificate, red-lined diagram, and
                              the  property  deeds.

              Appendix  III:  The  certificates  issued  by  the  relevant
                              governmental  authorities  certifying the property
                              ownership  documents  contained  in Appendix I and
                              Appendix  II.

              Appendix  IV:   The trademarks registration certificates of Party
                              B,  and  the  relevant  identification  documents.

              Appendix  V:    The  documents  in  relation  to  the packing line
                              transferred  from  Party  B  to  the Joint Venture
                              Company.


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              Appendix  VI:   List  of  assets  transferred  from Party C to the
                              Joint  Venture  Company,  and  such list should be
                              signed  by  all  the  three Joint Venture Parties.


CHAPTER  3  :  PARTIES  TO  THE  JOINT  VENTURE
-----------------------------------------------

<TABLE>
<CAPTION>
Clause  4     The  parties  of  this  Agreement  are  :
<S>           <C>                   <C>
              Party  A  :
              Name                  :Jilin  Province  Juetai  Brewery
              Legal  Address        :Juetai  City,  Jilin  Province,  China
              Legal Representative  :Mr.  Sun  Chang  Yuan

              Party  B  :
              Name                  :March  International  Group  Limited
              Legal  Address        :23rd Floor, Hang Seng Causeway Bay Building, 28
                                     Yee  Wo  Street,  Causeway  Bay,  Hong  Kong
              Legal Representative  :Mr.  Chen  Zi  Shou

              Party  C  :
              Name                  :Jilin  Province  Chuang  Xiang  Zhi  Yie  Ltd.
              Legal  Address        :No. 50 Tong Zhi Street, Chang Chun City, Jilin
                                     Province,  China
              Legal Representative  :Mr.  Li  Wei
</TABLE>

Clause  5     In  accordance with Chapter 25 of this Agreement, all Parties have
              the rights and responsibilities to inform the other Parties in any
              change  of  the  legal  address  or  the  legal  representative.


CHAPTER  4:    ESTABLISHMENT  OF  THE  JOINT  VENTURE  COMPANY
--------------------------------------------------------------

Clause  6     All  Parties  have  agreed to establish a Joint Venture Company in
              China  in  accordance  with the Joint Venture Law, Company Law and
              other  PRC  Laws. The Joint Venture Company will be established as
              an  independent  legal  person  under the laws of the PRC and will
              subject  to  the jurisdiction and protection of the laws of China,
              as  well  as  the  associated  rights  and  benefits  thereto.

Clause  7     Name  of  the  Joint  Venture  Company  :
              Jilin  Lianli  (CBR)  Brewing  Company  Ltd.

              Legal  address  of  the  Joint  Venture  Company  :
              Juetai  City,  Jilin  Province,  China

Clause  8     All  activities of the Joint Venture Company shall comply with the
              legislations, regulations, orders and relevant rules prevailing in
              the  PRC.


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Clause  9     The  Joint  Venture  Company  shall  be  a  company  with  limited
              liability.  Parties  to  the  Joint  Venture  Company shall assume
              liability  up  to  the  limit  of  their  respective  capital
              contributions.  All  Parties  shall  share the profit and loss and
              undertake  the  risk  according  to  the  ratio  of  their capital
              contribution  towards  the  registered  capital. The Joint Venture
              Company  shall use all its assets to undertake all the liabilities
              of  the  Joint  Venture  Company.

Clause  10    Unless  with  written consent and agreement, all the liabilities,
              responsibilities,  and debts created in any forms, in any reasons,
              and  in  any circumstances by individual Joint Venture Party shall
              be  borne  and  undertaken  by  such  Party.


CHAPTER  5:    OBJECTIVES,  SCALE  AND  SCOPE  OF  BUSINESS
-----------------------------------------------------------

Clause  11    The  objectives of the Joint Venture Parties in forming the joint
              venture  business  are  :

              Basing  on  the  wishes  to  strengthen  economic  cooperation and
              technology  exchange, by adopting advanced but practical technique
              and  scientific  management  method,  by  expanding the synergy of
              joint  venture  advantage,  to improve quality of the products, to
              establish  the  production  facilities  up  to  30,000 metric tons
              annual  capacity,  in  order  to actively explore the domestic and
              international  market,  to  continuously  expand  the  scale  of
              operation,  so  as  to increase the production capacity to 200,000
              metric  tons  in  five years, and to procure satisfactory economic
              benefits  for  all  Parties.

Clause  12    The  scope  of  business  of  the  Joint  Venture  Company  is  :

              The  production,  sale,  research  and  development  and  other
              technology  consultation  activities in relation to beer, beverage
              and  other  auxiliary  products.


CHAPTER  6:    TOTAL  INVESTMENT,  INVESTMENT  RATIO  AND  REGISTERED  CAPITAL
------------------------------------------------------------------------------

Clause  13    The  total  investment  of  the  Joint  Venture  Company  is  RMB
              25,000,000. Party A shall contribute RMB 10,000,000, which amounts
              to  40%  of  the  total  registered  capital  of the Joint Venture
              Company. Party B shall contribute RMB 12,750,000, which amounts to
              51%  of the total registered capital of the Joint Venture Company.
              Party C shall contribute RMB 2,250,000, which amounts to 9% of the
              total  registered  capital  of  the  Joint  Venture  Company.

Clause  14    The  registered  capital  of  the  Joint  Venture  Company is RMB
              25,000,000.

Clause  15    Party  A  shall  contribute  its existing net assets to the Joint
              Venture  Company  as  its  capital  contribution.


<PAGE>
Clause  16    Party  A hereby guarantees that, in pursuant to Clause 15 of this
              Agreement, all the assets injected by Party A which represents its
              capital  contribution  to  the  Joint  Venture Company are legally
              owned  by  Party  A  itself,  and  all these assets do not bear or
              attach  with  any  guarantees,  charges or collateral of debts. In
              case  of  any  Party  subsequently  claims  against  the  right or
              ownership on those assets injected by Party A to the Joint Venture
              Company,  all such responsibilities shall be borne by Party A. The
              values  of  the  relevant  assets  will be deducted from the total
              capital  contribution  by Party A. Party A shall then deduce other
              means  to  pay  up  its  capital contribution to the Joint Venture
              Company.

Clause  17    Party  B  shall  use  its  US  "CBR"  brandname  (Chinese  name :
              "Lianli"), one set of bottle packing line for beer with the annual
              capacity  of  not  less  than 30,000 metric tons, and the relevant
              brewing  technology,  craftsmanship,  formula,  and  yeast  as its
              capital  contribution  to  the Joint Venture Company. The value of
              the  aforesaid  assets  is  valued  at  RMB  12,750,000.

Clause  18    Party  C shall inject the assets and the  distribution networks of
              its  Shengyang  sales office, Cheungchun sales office, Jilin sales
              office  and  Haribun  sales office into the Joint Venture Company.
              The  value  of  the  aforesaid  assets is valued at RMB 2,250,000.

Clause  19    Other  capital  required by the Joint Venture  Company besides the
              registered  capital shall be resolved by the Joint Venture Company
              through  loan  financing.

Clause  20    The  assets  injected  by  all the Joint Venture Parties shall be
              completed  within  90  days  after  the  effective  date  of  this
              Agreement.

Clause  21    The  registered  capital  of  the Joint  Venture Company cannot be
              reduced  at  any  time  during  the  Joint  Venture  Period.

Clause  22    All Parties cannot withdraw their contributed capitals at any time
              during the Joint Venture Period.

Clause  23    If  the  registered capital is increased  during the Joint Venture
              Period, it shall be approved and adopted by the Board of Directors
              and  all  relevant  registration  procedures  shall  be completed.


CHAPTER  7:   TRANSFERENCE  OF  EQUITY AND  ASSETS OF THE JOINT VENTURE COMPANY,
--------------------------------------------------------------------------------
              CHARGES,  GUARANTEES,  LENDING AND BORROWING FROM OUTSIDE PARTIES,
              ------------------------------------------------------------------
              INVESTMENTS  AND LOANS
              ----------------------

Clause 24     After the establishment of the Joint Venture Company, if any Party
              intents  to  transfer  her  portion  of  capital  contributions or
              equity,  notwithstanding  partially  or entirely, such Party shall
              report  in  written  form  to  the  Board  of Directors as well as
              communicate  to  the other Parties. Under the same conditions, the
              other Parties have the preemptive right in acquiring such share or
              equity  interest.  Unless  all  the  Parties  to the Joint Venture
              Company  forfeit  the  rights  of  acquisitions, the solicitor can
              transfer  her  equity  interest  to  other  third  parties.


<PAGE>
              After  the  counter-parties received the written notice, they must
              reply  to  the  soliciting party within 30 days explicitly stating
              that  whether  they  will acquire the equity interest. If no reply
              was  received  within  30  days,  it  is  assumed  that  the
              counter-parties  will  not  acquire  the relevant equity interest.

              All  the  activities in connection with the transference of equity
              and assets of the Joint Venture Company, executing charges against
              the  assets of the Joint Venture Company, making guarantees in the
              name  of  the  Joint  Venture  Company, lending and borrowing from
              outside  parties, making investments and obtaining loans, shall be
              agreed  and  approved  by  the  Board  of  Directors.  If  the
              representatives  from  any  Parties  executing  the  aforesaid
              activities  without the authorization from the Board of Directors,
              the  ultimate  liability and responsibility shall be borne by that
              Party.


CHAPTER  8:   RESPONSIBILITIES  OF  THE  PARTIES  TO  THE  JOINT  VENTURE
--------------------------------------------------------------------------

Clause  25    All  Joint  Venture  Parties  shall  accomplish  their respective
              responsibilities  as  follows:

              Responsibilities  of  Party  A:

              1.    To be responsible for obtaining approvals, permits, business
                    registrations,  business  licenses  for  establishing  and
                    operating  the  Joint  Venture  Company  from  relevant
                    governmental authorities in China. The related expenses will
                    be  paid  by  the  Joint  Venture  Company.

              2.    To  be  responsible  for  negotiating  with  the  relevant
                    governmental  authorities  in  order  to  enable  the  Joint
                    Venture  Company  obtaining all the privileges as granted by
                    laws.

              Responsibilities  of  Party  B:

              1.    To  assist  the  Joint  Venture Company in the import of raw
                    materials,  equipment,  office  utilities,  transportation
                    facilities  and  communication  devices.

              2.    To  assist  the  Joint Venture Company in promoting sale and
                    building  up  sale  network  of  its  products  overseas.

              3.    To  assist  the  Joint  Venture  Company  in  recruiting
                    managerial,  operational,  technical  and  other  functional
                    personnel  from  overseas.

              4.    To  assist  the  Joint  Venture  Company  in  dealing  with
                    financing  activities  oversea  for  future  development.


<PAGE>
              5.    To  be  responsible for other matters entrusted by the Joint
                    Venture  Company.

              Responsibilities  of  Party  C:

              To  assist  the  Joint  Venture  Company  in  relation  to all the
              marketing  and  distribution affairs, and to assist both Parties A
              and  B  to  fulfill  their  responsibilities.


CHAPTER  9:    SALE  AND  DISTRIBUTION  OF  PRODUCTS
----------------------------------------------------

Clause 26     The products produced by the Joint Venture Company are mainly sold
              in  the  China  market,  and progressively develop and sell to the
              oversea  market.

Clause  27    The  trademark  used  by  the Joint Venture Company is mainly the
              "Lianli  CBR"  brandname.  Basing  on  the  prevailing  market
              conditions,  the  Joint  Venture  Company  can  also  use  other
              trademarks  under  sublicensing  arrangements.

Clause  28    The  Joint Venture Company can explore other international famous
              brandnames  and  trademarks, and employ sophisticated technologies
              in  order  to  enhance its competitive position and profitability.


CHAPTER  10:  BOARD  OF  DIRECTORS
----------------------------------

Clause  29    The date of registration of the Joint Venture Company is the same
              as  the  date  of  the  setting  up  of  the  Board  of Directors.

Clause  30    The Board of Directors is composed of five directors.  Two of them
              are  appointed by Party A and three of them are appointed by Party
              B.  The  chairman  of  the  Board is appointed by Party B, and the
              vice-chairman is appointed by Party A. The tenure of office of the
              directors, chairman and vice-chairman is four years. The period of
              the  tenure of office can be extended by the appointing Party. Any
              vacancy  in the Board of Directors will be filled and appointed by
              the  designated  Party. Both Parties have the right to appoint and
              change  their  respective  directors.  A  written  notice  for any
              appointments or changes in directors shall be delivered 14 days in
              advance  to  the  Board  of  Directors.

Clause  31    The  chairman who is unable to attend a meeting has to appoint an
              alternative or substitute director in writing to hold the meeting.
              In  case  of  not  having  a  written letter of entrustment, it is
              assumed  that  the  vice-chairman  will  be  entrusted to hold the
              meeting.  The resolutions passed by the Board of Directors meeting
              which  fall  within  the agendas previously circulated will become
              effective  after  signed  by  the  chairman.


<PAGE>
Clause  32    The  chairman  has  to  send agendas to all the directors 15 days
              before  the  meeting  in  order  to  inform  them about the topics
              concerned  and  also  the date and place where the meeting will be
              held.

Clause  33    The  quorum  of  a  meeting  of  the  Board of  Directors shall be
              two-thirds  of  the  number  of  directors. If there are less than
              two-thirds  of  the  number  of directors attend the meeting after
              half  an hour of the meeting commenced at the predetermined place,
              then  the  chairman shall issue another notice to all directors in
              order  to  inform them that the meeting will be held again after 5
              days. During the second call of a meeting, if there are still less
              than  two-thirds  of  the  number of directors attend the meeting,
              then  the  meeting  can  commence  with  more than one-half of the
              number  of  directors  attend.

Clause  34    A  director  who  is unable  to attend a meeting has to appoint an
              alternative  or  substitute  director in writing. A substitute can
              represent  one  or  more than one directors to attend the meeting.
              However, a director who is unable to attend a meeting and does not
              appoint  any person to represent him will be regarded as giving up
              the  vote.

Clause  35    The  Board  of  Directors  is  the  highest authority of the Joint
              Venture  Company. The following decisions shall be passed with the
              unanimous  agreement  of  all  directors  on  the  Board  :

              1.    Amendment  of  the  articles  of  association  of  the Joint
                    Venture  Company.

              2.    Termination  and  dissolution  of the Joint Venture Company.

              3.    Increase  in,  or  transfer  of,  the  registered capital or
                    equity  of  the  Joint  Venture  Company.

              4.    Acquisition  of  subsidiary  or  amalgamation  with  other
                    economic  organizations  by  the  Joint  Venture  Company.

               The  following  decisions  shall  be passed with the agreement of
               more than one-half of the number of votes by the directors on the
               Board  :

               1.   The appointments of general manager, deputy general manager,
                    financial  controller  and  other  key  positions.

               2.   The  approvals of the financial budget, financial statements
                    and  distribution  of  profit.

               3.   The approvals of important policies and system procedures of
                    the  Joint  Venture  Company.

               4.   All  other  affairs  that need to be decided by the Board of
                    Directors,  except  for  item  1  of  this  Clause.


<PAGE>
Clause 36     The chairman is stipulated by laws to be the representative of the
              Joint  Venture  Company. If the chairman cannot fulfill his duties
              due  to  acceptable  reasons,  he  can  temporarily  entrust  the
              vice-chairman  or  other  directors  to  represent  him.

Clause  37    The  Board  of  Directors shall hold meeting at least once a year.
              The  Board  of  Directors meeting shall be called by the chairman,
              and  the  place  of  meeting  in principle shall be the registered
              address  of the Joint Venture Company. When it is proposed by more
              than  one-third  of  the  number  of  directors  on the Board, the
              chairman  can  call  for  a  temporary  meeting  of  the  Board of
              Directors.  Minutes  of  the  Board of Directors meetings shall be
              prepared  and  kept  safely.


CHAPTER  11:    MANAGEMENT
--------------------------

Clause  38    The  Joint  Venture Company  has to establish a management team to
              handle  the  daily  affairs  of  the  Joint  Venture  Company. The
              management  association  consists  of  a  general  manager  who is
              appointed  by  the Board of Directors; two deputy general managers
              who  are  nominated  by  the  general manager and appointed by the
              Board  of Directors; and one financial controller who is appointed
              by  the  Board  of Directors. The tenure of the offices of general
              manager,  deputy general managers and financial controller is four
              years,  and  can  be  re-elected.

Clause 39     The duty of the general manager is to execute the decisions of the
              Board of Directors, and to lead the daily management activities of
              the Joint Venture Company. The duty of the deputy general managers
              is  to  assist  the  general  manager.  The  duty of the financial
              controller  is to organize and monitor the financial operations of
              the  Joint  Venture  Company.  The  general  manager and financial
              controller are directly accountable to the Board of Directors. The
              management association can employ several department managers, who
              are  responsible for the operations of their respective functional
              departments,  and  accomplish the assignments from general manager
              and  deputy  general  managers.  The  department  managers  are
              accountable  to  the  general manager and deputy general managers.

Clause  40    If  the  general  manager,  deputy general  managers and financial
              controller  have  abused  their  positions  for personal interest,
              corruption,  or  committed  severe mistakes due to negligent, they
              will  be  laid  off  by the consent of the Board of Directors. The
              general  manager  can terminate the employment of other department
              managers with the approval of the Board of Directors. The Board of
              Directors  can  also  dismiss any department manager as necessary.


CHAPTER  12  :  PURCHASE  OF  REQUIRED  MATERIALS  AND  EQUIPMENT
-----------------------------------------------------------------

Clause  41    All  the  raw  materials,  equipment, fuels and  energy, auxiliary
              components,  transportation facilities and office utilities needed
              by the Joint Venture Company have to be preferentially procured in
              China  under  the  same conditions offered by different suppliers.


<PAGE>
Clause  42    If  the  Joint  Venture  Company  desires  to  purchase  equipment
              oversea,  the  Board  of  Directors shall discuss and agree on the
              models,  prices,  terms  and  specifications  of  such  equipment.


CHAPTER  13:    FOREIGN  EXCHANGE  CONTROL
------------------------------------------

Clause  43    The  Joint  Venture Company has  to open bank accounts for RMB and
              foreign  currencies  with  Bank  of China or any other banks which
              have  been approved by the State Exchange Administration Bureau to
              transact  foreign  currencies. The Board of Directors of the Joint
              Venture  Company  has  to decide on the cheques issuing system. If
              necessary,  the  Joint  Venture  Company  can  also open a foreign
              exchange  account overseas after obtaining approval from the Board
              of Directors and permission from the State Exchange Administration
              Bureau.

Clause  44    All the foreign exchange received by the Joint Venture Company has
              to be deposited in the foreign exchange account and those payments
              in  foreign  exchange  shall  also  be  paid  from  this  account.

Clause  45    The  foreign exchange has to  be used by the Joint Venture Company
              in  according  with  the  following sequences or as decided by the
              Board  of  Directors:

               1.   Payments  for  the compensation of the employment of foreign
                    employees.

               2.   Principle  and  interest  of  foreign  currency loan and any
                    other  related  debts  that  must  also  be  paid by foreign
                    exchange.

               3.   Payments  for  the  materials,  facilities,  spare parts and
                    services  that  are  needed by the Joint Venture Company and
                    are  required  to  be  settled  by  foreign  exchange.

               4.   Payments  for  some administrative expenses that are related
                    to business of the Joint Venture Company and are required to
                    be  settled  with  foreign  currencies.

               5.   To  pay for the dividends distributable to Party B according
                    to  her  investment  ratio.

Clause  46     The  profit  appropriations by the Joint Venture Company shall be
               decided  by the Board of Directors, and distribute to all Parties
               in  accordance with their respective capital contribution ratios.
               Profits distributable to Party B shall have priority in utilizing
               the  foreign  exchange  for  payments. If the foreign exchange is
               insufficient, the remaining portion can be paid by RMB. The Joint
               Venture  Company  shall  assist  Party B to convert and remit the
               dividends  denominated  in  RMB  to  foreign currency through the
               exchange  SWAP  centers  or  banks.


<PAGE>
CHAPTER  14:    LABOR  ADMINISTRATION
-------------------------------------

Clause  47    The  recruitment,  hiring,  dismissal,  wages,  labor   insurance,
              employees  welfare,  bonuses  and  punishments of employees of the
              Joint  Venture Company shall be implemented in accordance with the
              Company Law, Sino-foreign Joint Venture Enterprises Employment Law
              of  China,  Employment  Law  and  other  employment  regulations
              prevailing  in  Jilin Province. The employment policy of the Joint
              Venture  Company  shall  be determined and enacted by the Board of
              Directors.  The Joint Venture Company will conclude the employment
              contracts  with individual employees and should file the contracts
              with  the local labor department. The employees currently hired by
              Party  A  will  be  preferentially  employed  by the Joint Venture
              Company  under  the  same  terms  and  conditions.  Employee  not
              recruited  by  the  Joint  Venture  Company will be handled by the
              local  government  and Party A, the Joint Venture Company will not
              assume  any  responsibilities  thereon.

Clause  48    Any  labor  disputes  occur  with the Joint Venture Company  shall
              firstly  settle  through  bilateral  negotiations. If the problems
              remain  to  be unresolved after negotiation, either party can seek
              arbitration  from  local  or  provincial  labor department. If any
              party  is  not  satisfied  with  the  arbitration  results,  legal
              proceedings  can  be  instituted  through  local  court.

Clause  49    The  salaries,  social  welfare,  benefits  and   travelling
              reimbursement  standards  of  the  senior  managerial  personnel
              recommended  by  all  the Joint Venture Parties shall be discussed
              and  ratified  by  the  Board  of  Directors.


CHAPTER  15:    TAXATION,  FINANCIAL  AND  AUDITS
-------------------------------------------------

Clause  50    The  Joint  Venture  Company  must  pay  those   taxes  which  are
              applicable  to its businesses in accordance with the relevant laws
              of  the  PRC.  The  Joint  Venture  Company  can  benefit from the
              preferential  tax treatments and concessions applicable to all the
              Sino-foreign  joint  venture  enterprises.  In accordance with the
              requirements  of  the  relevant laws in the PRC, the Joint Venture
              Company  shall prepare and submit its financial statements and tax
              information  to  the  relevant  government  departments,  local
              financial  administration  bureau  and  local  tax  bureau.

Clause  51    All  the  staff and workers of the Joint Venture Company  must pay
              personal  income  taxes in accordance with the Personal Income Tax
              Laws  of  the  PRC.

Clause  52    In  accordance  with  the  Joint  Venture  Law, the  Joint Venture
              Company  shall  appropriate  reserve fund, staff welfare and bonus
              fund,  and  enterprise  development  fund.  With  reference to the
              operating  results  of  the  Joint  Venture  Company, the Board of
              Directors  will  decide  the  proportions  of  these  funds  to be
              appropriated  in  each  year.


<PAGE>
Clause  53     The  financial  year  of the Joint Venture Company is same as the
               calendar  year  which  is commencing on 1st January and ending on
               31st  December.  All the vouchers, supporting records, accounting
               ledgers  and financial statements shall be documented in Chinese.
               The  Joint  Venture  Company  shall  also  prepare another set of
               financial  statements  which  comply  with  the  International
               Accounting  Standards in English. The first financial year of the
               Joint Venture Company begins from the date of business license to
               31st  December  of  the same year. The last financial year of the
               Joint Venture Company will be from 1st January to the last day of
               business.

Clause  54     The  financial  statements  of the Joint Venture Company shall be
               prepared  in  accordance  with  both PRC Accounting Standards and
               International  Accounting  Standards.

Clause  55     At  the  end of each fiscal year, the Joint Venture Company shall
               employ  China  Certified Public Accountants to audit the accounts
               and  financial  statements,  and  the  auditors'  report shall be
               submitted to the Board of Directors within three months after the
               year  end  date.

               Any Parties  have  the  right  to appoint independent auditors in
               China or  overseas to audit the financial statements of the Joint
               Venture Company. The Joint Venture Company shall assist the audit
               in a cooperative manner and submit all the necessary information,
               and shall  pay  for  the  audit  fees  accordingly.


CHAPTER  16:    PROFIT  APPROPRIATIONS
--------------------------------------

Clause  56    After  paying all  the profit taxes, the Joint Venture Company can
              distribute  its  profit  according  to  the  following  sequence :

               1.   Covering  all  the  losses  of assets and properties arising
                    from confiscation. Settling all the tax detention monies and
                    penalties.

               2.   Offsetting  any  losses  incurred  in  prior  years.

               3.   Appropriation  of  statutory  reserve  fund.

               4.   Appropriation  of  staff  welfare  and  bonus  fund.

               5.   Appropriation  of  enterprise  development  fund.

               6.   Distribution  to the Parties to the Joint Venture Company in
                    accordance  with  their  respective  capital  contribution
                    ratios.


CHAPTER  17  :  JOINT  VENTURE  PERIOD,  TERMINATION  AND  DISSOLUTION
----------------------------------------------------------------------

Clause  57     The  duration  of  the  Joint  Venture  Company  is  30  years.


<PAGE>
               The  date  of  establishment  of the Joint Venture Company is the
               same  as  the  date  of  issuance  of  the  business  license.

               The  Joint  Venture  Period  can  be  extended  if  the  Board of
               Directors  has unanimously consented and filed application to the
               relevant  governmental authorities at least six months before the
               expiry  date.

Clause  58     The  Joint  Venture Company will be dissolved under the following
               circumstances  :

               1.   The  Joint  Venture  Period  expired.

               2.   The  business  of  the Joint Venture Company cannot continue
                    due  to  substantial  loss.

               3.   The  business  cannot  be operated due to one of the Parties
                    cannot  fulfill  the  responsibilities  as specified in this
                    Agreement  and  the  Articles  of  Association.

               4.   The business of the Joint Venture Company cannot be operated
                    due  to  serious  natural  disasters,  wars  and other force
                    majeure.

               5.   In  accordance  with  relevant  laws  and  relevant  clauses
                    specified  in this Agreement, one of the Parties has already
                    acquired  all  the  equity  owned  by  another  Parties.

               6.   If  any  policies,  rules  or  regulations formulated by any
                    local  government department have caused serious unfavorable
                    effects  to the Joint Venture Company or either Parties, and
                    all  Parties are unable to complete the required changes and
                    adjustments  in  accordance  with  the  original  terms  and
                    conditions  of  the  Agreement.

               7.   During  the  Joint Venture Period, if any Party to the Joint
                    Venture  Company has been discovered in having the following
                    behaviors,  other  Parties can obtain written approvals from
                    relevant  governmental  authorities  to  terminate  this
                    Agreement.

                    (a)  If any Party violates the regulations of this Agreement
                         to  transfer  her  investment  in  the  Joint  Venture
                         Company,  either  partially  or  entirely.

                    (b)  In  case  of  any  Party involves in legal dispute with
                         third  party,  and the dispute is having severe effects
                         on  the  business  operations  of  the  Joint  Venture
                         Company, the Joint Venture Company or other Parties can
                         request  in  writing to terminate this Agreement if the
                         dispute  remains  to  be  unresolved  for more than six
                         months.

                    (c)  In case of any Party seriously violates this Agreement,
                         the  Joint Venture Company or other Parties can request
                         in  writing for remedies. If the Party who has breached
                         this  Agreement  fails  to  correct  the  situation  or
                         provide  compensations  to  the suffering Parties, this
                         Agreement  can  be terminated after three months of the
                         written  request.


<PAGE>
              Under  the  above  circumstances,  except  for  items 1 and 7, the
              application for dissolution shall be initiated and approved by the
              Board  of  Directors,  and  filed  to  the  relevant  governmental
              authorities.

Clause  59    If  the  Joint  Venture Company is dissolved due  to those reasons
              specified  in Clause 58 above, all the assets of the Joint Venture
              Company  shall be estimated and valued according to guidelines set
              up  by the liquidation committee which is established according to
              relevant rules and laws. During the assets counting and valuation,
              the liquidation committee shall try his best to obtain the highest
              price  of the asset. If necessary, the liquidation committee shall
              put the asset, either wholly or partly, for auction sale in China.
              Any  Party  to  the  Joint Venture Company, either individually or
              associated  with  other  third  party, can make a bid offer in the
              auction sale. The proceeds from liquidation of assets will be used
              to pay off the liabilities of the Joint Venture Company, including
              liquidation  expense,  employees  salaries,  labor  insurance, tax
              liability,  bank  loans, debentures and other corporate debts. The
              residual  amount  will be repaid to all Parties in accordance with
              their  respective  capital  contribution  ratios.


CHAPTER  18:    INSURANCE
-------------------------

Clause  60    The  Joint  Venture  Company  can  purchase  different  kinds   of
              insurance  cover  from local and overseas insurance companies. The
              Board  of  Directors  shall  discuss  and  determine  the types of
              insurance  to  be  obtained, sum insured and the period covered by
              such  insurance  policies.


CHAPTER  19  :  AMENDMENT,  RECTIFICATION  AND  TERMINATION  OF  THE  AGREEMENT
-------------------------------------------------------------------------------

Clause  61    In  respect  of  any  amendments  to  this  Agreement  or   its
              supplementary  agreements,  all Party A, Party B and Party C shall
              sign  on  the  written  agreement.  All  the  amendments  will  be
              validated  only  with  the  approvals  from  relevant governmental
              authorities.

              If  the terms of this Agreement cannot be carried out due to force
              majeure  or if the business of the Joint Venture Company cannot be
              continued  due  to  occurrence  of  substantial loss, the Board of
              Directors  can  unanimously resolve to cease the operations of the
              Joint  Venture  Company  and  terminate  this  Agreement.  Such
              termination  shall  obtain  approvals  from  relevant governmental
              authorities.


<PAGE>
Clause  62    If any  Party violates the regulations specified in this Agreement
              or  the Articles of Association, or any Party does not fulfill the
              responsibilities  as  stipulated in this Agreement or the Articles
              of  Association  of the Joint Venture Company, and consequentially
              caused  the  Joint  Venture  Company unable to attain its business
              objective,  such  Party is regarded as breaching of the Agreement.
              Besides  seeking for remedies and compensations, the other Parties
              can obtain approvals from the relevant governmental authorities to
              terminate  this  Agreement.  If  all  the  Joint  Venture  Parties
              ultimately  consent  to  continue  the business, the Party who has
              breached the Agreement shall provide remedies and compensations to
              other  Parties  for  their  economic  losses.


CHAPTER  20:    RESPONSIBILITIES  OF  VIOLATION  OF  AGREEMENT
--------------------------------------------------------------

Clause 63     All the three Joint Venture Parties must contribute their portions
              of  capital  in accordance with the time schedules as specified in
              this  Agreement.  Any Party who fails to contribute her portion of
              capital  will  constitute  a  breach  of  this  Agreement.

              If  any  Party  violates  the Agreement and consequentially causes
              this  Agreement cannot be executed, that Party needs to compensate
              for  the  loss  of  the  other Parties. If all Parties violate the
              Agreement,  each  Party  has  the  responsibility to bear the loss
              caused  from  the  violation.


CHAPTER  21  :  FORCE  MAJEURE
------------------------------

Clause 64     When one Party to the Joint Venture Company encounters earthquake,
              typhoon,  flooding,  war,  embargo,  diplomatic  cessation, chaos,
              nationalization,  or  other  unpredictable and unavoidable events,
              and  consequentially  cause  the  Party  unable  to  execute  and
              accomplish,  that  Party must inform the other Parties immediately
              through  telex.  Within  15 days, such Party must also furnish the
              evidence and information about the details of the force majeure to
              other Parties, together with the reasons for unable to entirely or
              partially  fulfill  or accomplish the Agreement or request for the
              extension  of  period  to  fulfill  the  obligation  under  this
              Agreement.  All  Parties  will  then  discuss  and  negotiate  the
              magnitude  of such unpreventable events, and determine whether the
              Agreement  shall be invalidated in part or as a whole, or to agree
              an  extension of this Agreement. All Parties and the Joint Venture
              Company  cannot  claim  for compensations for any losses caused by
              force  majeure.


CHAPTER  22:    APPLICABLE  LEGISLATION
---------------------------------------

Clause 65     The conclusion, efficacy, interpretation, execution and resolution
              for  dispute  of  this  Agreement  is  governed  by  the PRC laws.

Clause 66     During  the  Joint  Venture  Period, when  the prevailing laws and
              regulations  at  the  place  where any of the Parties resides have
              been  amended  or  new laws and regulations have been enacted, and
              such  alteration  will  cause  a substantial adverse effect on the
              economic  benefit  of  any  Parties,  all  Parties shall immediate
              discuss  and  negotiate  with each other in order to decide on any
              necessary  adjustment or amendment so as to minimize any potential
              loss.


<PAGE>
Clause  67    In  accordance  with  Rule  40 of the PRC foreign-related economic
              contract  laws, if the existing laws and regulations in China have
              been  modified  or new laws and regulations have been enacted, and
              such alteration will cause a substantial or adverse effect, either
              directly  or indirectly, to the economic benefit of the Parties or
              any  one  party,  the  Agreement should continue to be effectively
              implemented  under  the  original  terms and laws, as far as it is
              allowed by laws and not hurting any Parties' interest. If the laws
              do  not  permit,  all  Parties  must  discuss together in order to
              minimize  the  potential  loss  to  the  affected  Parties through
              amendments  on the existing Agreement and Articles of Association.


CHAPTER  23:    THE  RESOLUTION  OF  DISPUTES
---------------------------------------------

Clause  68    When  there  is  a  dispute  arising  from  the execution  of this
              Agreement  or  related  to  this  Agreement,  all  Parties  should
              communicate  with other Parties to clarify and resolve the dispute
              in  a  friendly manner. If all Parties fail to reach a resolution,
              the  dispute  can  be forwarded to the Beijing office of the China
              International  Economic  &  Trade  Arbitration  Committee  and  be
              arbitrated  in  accordance  with  the  committee's  rules  and
              regulations.  The  judgements  obtained  from  that  arbitration
              committee  will  be  final  and  have restrictions to all Parties.

Clause  69    During  the arbitration  process, except for those parts involving
              in  the  dispute,  the  rest  of this Agreement is still valid and
              executable.


CHAPTER  24:    LANGUAGE
------------------------

Clause  70    This  Agreement is written in Chinese with twelve original copies.
              Each  Party shall keep two copies. Other copies will be filed with
              relevant  governmental  authorities.

Clause  71    This  Agreement  and  its  supplement  must  be  approved  by  the
              International  Trade  &  Economic  Department  of  the  PRC or any
              organization  designed  by  that department, and will be effective
              upon  the  date  of  approval.

Clause  72    When  all Parties use telex or fax to circulate notices, and  when
              the  contents  of  such  notices  involve  the  rights  and
              responsibilities  of  all  Parties,  these  notices  shall also be
              served  in  written  by  mail. The correspondence addresses of all
              Parties  as  specified  in  this  Agreement  are  also the mailing
              addresses  of these Parties. The correspondence addresses or legal
              addresses  of all Parties, or notices of changes in correspondence
              addresses  or  legal  addresses of all Parties will be regarded as
              their  mailing  addresses.

Clause  73    When  any clauses contained in this Agreement are judged  by court
              or  other  arbitration  institutes  to  be  illegal, other clauses
              contained in this Agreement are still considered to be lawful. All
              Parties  and  the  Joint  Venture Company must continue to execute
              other  clauses  in  this  Agreement.


<PAGE>
Clause  74    This  Agreement  was  signed  by the representatives from Party A,
              Party  B  and  Party C on 18th October, 1999 in Juetai City, Jilin
              Province,  China.




Party  A        :     Jilin  Province  Juetai  Brewery

Representative  :     Mr.  Sun  Chang  Yuan  /s/



Party  B        :     March  International  Group  Limited.

Representative  :     Mr.  Li  Zhao  /s/



Party  C        :     Jilin  Province  Chuang  Xiang  Zhi  Yie  Ltd.

Representative  :     Mr.  Li  Wei  /s/


<PAGE>