EXHIBIT  10.2
TERMINATION  AGREEMENT


                              ACQUISITION AGREEMENT
                              ---------------------

     Acquisition  Agreement,  made  this  25th  day  of  April,  2001  among:

                          CHINA GATEWAY HOLDINGS, INC.
                            CLI Building, Suite 1003
                          313 Hennessey Road, Hong Kong

                             a Delaware corporation

                                                           ("Buyer")

                                      and

                  HK GIANTRICH INTERNATIONAL (GROUPS) LIMITED
              Flat K, 12th Floor, International Industrial Centre
                              2-8 Kwei Tei Street
                        Fo Tan, Shatin, N. T. Hong Kong

                              a , Niue corporation
                                                           (the  "Company")

                                      and

                        THE GLORY FAMOUS (GROUPS) LIMITED

                      A Republic of Seychelles corporation
                                                           (the  "Seller")

     WHEREAS;

A.   Buyer,  directly  and  through  one or more subsidiaries, intends to engage
in the business of coal mining in the Shandong Province of the People's Republic
of  China.

     B.     Company,  is  engaged  in  the  business  of  coal  mining.

C.   The  parties  hereto  deem it to be in the  best  interest  of each of them
that  Buyer  purchase 100 percent of the issued and outstanding capital stock of
the  Company, and generally succeed to the business of the Company, all pursuant
to  such  terms,  provisions  and  conditions as the parties hereto shall agree.

     NOW,  THEREFORE,  WITNESSETH, that for and in consideration of the premises
and  of  the  mutual  promises  and covenants hereinafter set forth, the parties
hereto  agree  as  follows:

A.   PURCHASE  AND  PAYMENT
     ----------------------

     1.   Purchase  and  Sale  of  Stock.

          1.1  Buyer  agrees  to purchase from Seller and Seller agrees to sell,
assign,  transfer and deliver to Buyer 100 percent of the issued and outstanding
stock  of  the  Company  owned  by the Seller consisting of 50,000 shares of the
Company  as  described  in  Schedule  B  annexed  hereto  and made a part hereto
(collectively,  the  "Stock").

          1.2  The  purchase and payment for the Stock by Buyer shall take place
at  the  time  and in the manner hereinafter provided, and the sale, assignment,
transfer  and  delivery  of the Stock by Seller, shall take place on the Closing
Date  at  the  Closing  as  those  terms are hereinafter defined, subject to the
fulfillment  of  the  conditions  hereinafter  provided.

     2.   Purchase  Price.

               The aggregate purchase price of the Stock (the "Purchase Price"),
     shall  be  twenty-five million (25,000,000) common shares of the Buyer. The
     shares  comprising the Purchase Price shall be transferred to the Seller at
     closing.


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B.   REPRESENTATIONS  AND  WARRANTIES  OF  BUYER
     -------------------------------------------

Buyer  hereby warrants and represents to Seller that, as of the date hereof, the
     following  statements  are  true  and  correct.

     1.   CORPORATE  STATUS.

          The Buyer is (a) duly organized, validly existing and in good standing
under  the  laws  of  Delaware;  (b)  has full corporate power to own all of its
properties  and  carry  on  its  business  as  it  is  now  being  conducted.

     2.   SHARES  ISSUED  AND  OUTSTANDING.

          2.1  The  Buyer is authorized to issue 50,000,000 shares Common Stock,
US  $0.0001  par  value  as  noted  in Schedule G annexed hereto and made a part
hereto.

          2.2  As  of  this date, the Buyer has issued and outstanding 4,307,158
common shares as noted in Schedule F-3 annexed hereto and made a part hereto. As
of  this  date  warrants  to  purchase  235,316  common  shares of the Buyer are
outstanding  at  an  exercise  price of US$2.75 (RMB22.77) per share as noted in
Schedule  F-17  annexed  hereto and made a part hereto. The Buyer warrants, that
there  are  no  other  shares issued and outstanding and that there are no other
options  or  warrants  outstanding  except  as  noted  in this paragraph herein.

          2.3  As  of  the  date of the Closing as defined in paragraph G below,
Buyer will have issued and outstanding after the current 4,307,158 common shares
issued  and  outstanding,  after issuing 225,000 shares to Gateway Worldwide Ltd
for  consulting  services,  and  after  issuing  25,000,000 shares to the Seller
(which  represents  84.6535%  of  the  total issued and outstanding), a total of
29,532,158  shares  issued  and  outstanding.

     3.   AUTHORITY  TO  BUY.

          Buyer  have  full  right,  power  and authority to buy the Company and
deliver  the Stock to the Seller in accordance with the terms of this Agreement,
and  otherwise  to  consummate  and  close  the transaction provided for in this
Agreement  in  the  manner  and  upon  the  terms  herein  specified.

     4.   FINANCIAL  STATEMENTS.

          At  or prior to the date of this Agreement, the Buyer has delivered to
the  Seller  certified  financial  statements prepared in accordance with United
States  Generally  Accepted  Accounting  Principles as of December 31, 2000, and
December  31,  1999 comprising Schedule F hereto, and said financial statements,
including  the related notes and explanatory notes, present fairly the financial
position  of the Buyer at the date thereof and the results of its operations for
the  periods  therein  indicated,  in  conformity  with  United States Generally
Accepted  Accounting  Principles applied on a basis consistent in each case with
that  of  the  preceding  year.


<PAGE>
     5.   PERIOD  SINCE  MOST  RECENT  FINANCIALS.

          From the date of the most recent balance sheet included in the Buyer's
Schedule  F-3  Financials,  the  Buyer  has:

          5.1  Not  suffered  any  material  adverse  change  in  its  financial
condition,  assets,  liabilities  or  business.

          5.2  Not  issued  any additional shares of stock, rights or options to
purchase  or  convert  into  such  stock,  or  other  securities.

          5.3 Not made any distribution to its shareholders, as shareholders, of
any  assets,  by  way  of  dividends,  purchase  of  shares  or  otherwise.

          5.4  Not mortgaged, pledged or granted a lien or encumbrance on any of
its  properties  or  assets.

          5.5  Not increased the rate of compensation for any of its officers or
directors  nor  for  any  executive  employees.

          5.6  To  the best knowledge of Buyer, it not incurred any liabilities,
contingent  or  otherwise, except those stated in the balance sheet of the Buyer
as  of  December  31,  2000, or described in any notes accompanying said balance
sheet,  those referred to in Schedule F hereto, and current liabilities incurred
in  the ordinary and usual course of business since the date of the said balance
sheet.

     6.   CAPITAL  STRUCTURE.

          The Buyer (a) is authorized by its charter and applicable law to issue
capital  stock  of  the  type  and  having par values as set forth in Schedule G
hereto;  (b) has no issued and outstanding shares of its capital stock whatever,
except  as  specifically  indicated  in  Schedule  F-3 hereto, all of which such
shares  are  fully paid and non-assessable; (c) does not have authorized, issued
or  outstanding any subscription, option, warrant, conversion or other rights to
the  issuance  or  receipt of shares of its capital stock except as set forth in
Schedule  F-17  hereto;  (d)  has  all  voting  rights vested exclusively in the
presently  issued  and  outstanding  capital  stock;  and (e) has outstanding no
bonds,  debentures  or  other  similar  evidences  of  indebtedness  except  as
specifically  disclosed  in  its  balance  sheet  as  of December 31, 2000, (and
related  notes  thereto).


<PAGE>
     7.   WUHAN  LIMITED.

          At  or prior to the date of this Agreement, the Buyer has delivered to
the  Seller  acceptable  representation,  which is attached hereto and marked as
Schedule  I,  proper proof, that the 30 year Joint Venture Agreement the Buyer's
subsidiary Orient Packaging Limited entered into on December 20, 1996 with Wuhan
Dong Feng Paper Mill Company, has been legally terminated effective December 31,
2000  as  noted in the Buyer's Certified Financial Statements as of December 31,
2000 as audited by Horwath Gelfond Hochstadt Pangburn, P.C. of Denver, Colorado,
USA,  and  marked  as  Schedule  F-8.

     8.   PEACEABLE  POSSESSION  OF  ASSETS.

          The  ownership  and  possession of all of the assets of the Buyer have
been  peaceable and undisturbed and the title thereto has never been disputed or
questioned  to  the knowledge of the Buyer; nor does the Buyer know of any facts
by  reason  of  which  the  possession  or  title  thereof by the Buyer might be
disturbed  or  questioned  or  by  reason of which any claim to its assets might
arise  or  be  set  up  adverse  to  the  Buyer.

     9.   REGULATORY  GOOD  STANDING.

          The Buyer has all material rights, certificates, authorities, permits,
licenses,  franchises  and other authorizations necessary to and has complied in
material  respects  with  all laws applicable to, the conduct of its business in
the  manner and in the areas in which such business is presently being conducted
and  all  such  certificates, authorities, rights, permits, licenses, franchises
and  authorizations are valid, in good standing, in full force and effect, under
no  orders  of  suspension  or  restraints,  and  subject  to  no  disciplinary,
probationary  or  other  orders.  To  the  best  of its knowledge, the Buyer has
engaged  in  no  activity  whatever  which  would  cause  or lead to proceedings
involving  revocation,  suspension,  restraint, disciplinary action or any other
action whereby any of such certificates, authorities, rights, permits, licenses,
franchises  or  authorizations,  or  any  part  thereof,  might  be  canceled,
terminated,  suspended,  impaired,  lost or otherwise adversely affected, and no
action or proceeding looking to or contemplating any of the foregoing is pending
or  to  the  Buyer's  knowledge  threatened.

     10.  LITIGATION.

          The Buyer is not a party to any pending or to its knowledge threatened
suit,  action,  proceeding,  prosecution  or  litigation  which might materially
adversely  affect  the  financial  condition,  business,  assets,  properties,
certificates, rights, authorities, franchises or authorizations of the Buyer, or
materially  interfere  therewith, nor to the knowledge of the Buyer is there any
threatened  or  pending governmental investigation involving the Buyer or any of
its  operations,  including  inquiries,  citations or complaints by any federal,
state or local administration or agency, which would materially adversely affect
the  financial condition, business, assets or properties of the Buyer; and there
are  no  outstanding,  existing  or pending judgments, orders, decrees, rulings,
directives,  stipulations  or  other  mandates  of  any  court  or any public or
quasi-public  agency,  body  or  official which have been in any way violated as
they relate to or affect the Buyer or any of the Buyer's properties, businesses,
operations,  affairs  or  activities.


<PAGE>
     11.  DEFAULTS.

          There  are  no  material  defaults  on the part of the Buyer under any
contract,  lease, mortgage, pledge, credit agreement, title retention agreement,
security  agreement,  lien,  encumbrance  or  any  other  commitment,  contract,
agreement  or  undertaking  to  which the Buyer or any of its subsidiaries are a
party.

     12.  TAX  RETURNS.

          All  returns  for  governmental income taxes, surtaxes, excess profits
taxes,  franchise  taxes,  sales and use taxes, real and personal property taxes
and  any  and  all  other taxes to which the Buyer, or its assets, operations or
income  may  be  subject, due as of the date hereof, have been duly prepared and
filed in good faith and all taxes shown thereon have been paid or are accrued on
the  books  of  the  Buyer.

     13.  TAX  ACCRUALS.

          All  other  taxes  and other assessments and levies which the Buyer is
required  by law to withhold or to collect have been duly withheld and collected
and  have  been  paid over to the proper governmental authorities or are held by
the  Buyer  for  such  payment  and all such withholding and collections and all
other  payments  unpaid  and due in connection therewith as of December 31, 2000
are  duly  reflected in the balance sheet of the Buyer as of said date and as of
the  date  of  Closing.

     14.  LABOR  PROBLEMS.

          No  labor  or  labor  union  problems  or  difficulties, arbitrations,
investigations,  litigations  or  similar  proceedings with respect thereto, are
presently existing, suffered, pending or threatened with respect to the Buyer or
any  of  its  subsidiaries.

     15.  COMPLIANCE  WITH  LAW.

          All  of  the  properties,  assets and business operations of the Buyer
conform  in  material respects with all applicable ordinances, regulations, laws
and statutes, including but not limited to building, zoning, safety, highway and
other  such  laws,  rules,  regulations  and  ordinances.

     16.  INFRINGEMENTS.

          The Buyer has never been charged with infringement or violation of any
adversely  held patent, trademark, trade name, or copyright, with claims reading
on  operations  of the Buyer or on apparatus or methods employed by the Buyer in
effecting the same, which would materially adversely affect any operation of the
Buyer,  nor  is  the  Buyer  using  or in any way making use of any confidential
information  or  trade  secrets,  of  any former employer or any present or past
employee  of  the Buyer except as a result of the acquisition of the business of
such  former  employer.

     17.  TRUTH  OF  REPRESENTATION.

          No representation by the Buyer made in this Agreement and no statement
made in any certificate or schedule furnished in connection with the transaction
herein contemplated contains or will contain any knowingly untrue statement of a
material  fact  or  knowingly  omits  or  will  omit  to state any material fact
reasonably  necessary  to make any such representation or any such statement not
misleading  to  a  prospective  purchaser  of  the  Stock


<PAGE>
C.   REPRESENTATIONS  AND  WARRANTIES  OF  SELLER  AND  THE  COMPANY
     ---------------------------------------------------------------

     Seller  and  the  Company hereby warrant and represent to Buyer that, as of
the  date  hereof,  the  following  statements  are  true  and  correct.

     1.   CORPORATE  STATUS.

          The  Company  is  (a)  duly  organized,  validly  existing and in good
standing  under  the  laws  of  Niue  as  set  forth in Schedule A; (b) has full
corporate  power to own all of its properties and carry on its business as it is
now  being  conducted;  and  (c)  is  qualified  to  do  business in each of the
jurisdictions  in which it operates and the character of the properties owned by
the  Company  or  the  nature of the business transacted by the Company does not
make  qualification  necessary  in  any  other  jurisdiction  or  jurisdictions.

     2.   AUTHORITY  TO  SELL.

          Seller  have  full  right,  power  and authority to sell, transfer and
deliver  the Stock owned by such Seller to Buyer in accordance with the terms of
this  Agreement,  and otherwise to consummate and close the transaction provided
for  in  this Agreement in the manner and upon the terms herein specified as set
forth  in  Schedule  B  and  Schedule  C.


     3.   ASSET  TRANSFER  AGREEMENT.

          At  or  prior to the date of this Agreement, the Company has delivered
to  Buyer  copy  of  the  Asset Transfer Agreement dated September 28, 2000 with
Xinwen  Mining  (Group)  Co  Ltd  which  includes the assessment and liabilities
associated  with  said  Agreement  comprising  Schedule  E  1  hereto.

     4.   FINANCIAL  STATEMENTS.

          At  or  prior to the date of this Agreement, the Company has delivered
to Buyer and its auditors a copy of the Financial Statements of the Huafeng Coal
Mine whose assets the Company purchased in its Asset Transfer Agreement noted in
Paragraph  3  above,  which  are  most  recent  financial  statements  available
comprising  Schedule  J  hereto,  and  said  financial statements, including the
related  notes  and  explanatory notes, present fairly the financial position of
the  Huafeng Coal Mine at the date thereof and the results of its operations for
the  periods therein indicated, in conformity with Chinese accounting principles
applied  on  a  basis  consistent  in each case with that of the preceding year.

     5.   PERIOD  SINCE  MOST  RECENT  FINANCIALS.

          From the date of the most recent balance sheet included in the Huafeng
Coal  Mine's  Schedule  J Financial Statements, neither the Company nor the Mine
has:

          5.1  Suffered  any material adverse change in its financial condition,
assets,  liabilities  or  business.

          5.2  Affirmatively  waived, canceled or compromised any of its rights,
debts  or  claims  of  substantial  value.


<PAGE>
          5.3  Issued  any  additional  shares  of  stock,  rights or options to
purchase  or  convert  into  such  stock,  or  other  securities.

          5.4 Made any distribution to its shareholders, as shareholders, of any
assets,  by  way  of  dividends,  purchase  of  shares  or  otherwise.

          5.5  Mortgaged, pledged or granted a lien or encumbrance on any of its
properties  or assets, except with respect to equipment purchased by the Company
during  such  period.

          5.6  Sold  or  transferred  any of its assets, tangible or intangible,
except  motor vehicles and except inventory and other assets sold or disposed of
in  the  ordinary  and  usual  course  of  business.

          5.7 Incurred any extraordinary losses, within the meaning of generally
accepted  accounting  principles,  and/or  incurred  or  become  liable  for any
obligations  or  liabilities  except  current liabilities, within the meaning of
generally  accepted  accounting  principles,  incurred in the ordinary and usual
course  of  business, or made any extraordinary expenditures, within the meaning
of  generally  accepted  accounting  principles,  other than for the purchase of
motor  vehicles  and  for additions and betterments to existing plant, equipment
and  facilities.

          5.8  Increased  the  rate  of  compensation for any of its officers or
directors  nor for any executive employees, except as may be in accord with past
practices  and  in  the  usual  and  ordinary course of business of the Company.

          5.9  Experienced  any  material  adverse  effect  on  its  business,
properties  and  assets as the result of any fire, explosion, earthquake, flood,
drought,  windstorm, accident, strike, embargo, confiscation of vital equipment,
material  or  inventory,  cancellation  of  contracts by any domestic or foreign
government,  or  any  agency  thereof,  or  customer  whose business with seller
represents 5% or more of seller gross revenue, riot, activities of armed forces,
or  acts  of  God  or  the  public  enemy.

          5.10  To  the  best  knowledge of Seller, the Company has incurred any
liabilities,  contingent or otherwise, except those stated in the Asset Transfer
Agreement  with  Xinwen  Mining (Group) Co Ltd as of December 31, 1999 and 2000,
attached  hereto  as  Schedule  E, or in the Financial Statements of the Huafeng
Coal  Mine  as  of  December  31,  1999 and 2000, attached hereto as Schedule J.

     6.   CAPITAL  STRUCTURE.

          The  Company  (a)  is  authorized by its charter and applicable law to
issue capital stock of the type and having par values as set forth in Schedule A
hereto;  (b) has no issued and outstanding shares of its capital stock whatever,
except  as specifically indicated in Schedule B hereto, all of which such shares
are  fully  paid  and  non-assessable;  (c)  does not have authorized, issued or
outstanding any subscription, option, warrant, conversion or other rights to the
issuance  or  receipt  of  shares  of  its  capital stock except as set forth in
Schedule A hereto; (d) has all voting rights vested exclusively in the presently
issued  and  outstanding  capital  stock;  and  (e)  has  outstanding  no bonds,
debentures  or  other  similar  evidences of indebtedness except as specifically
disclosed  herein.


<PAGE>
     7.   OWNERSHIP  OF  STOCK.

          The  Glory  Famous  (Groups)  Limited,  owns  all  of  the  issued and
outstanding shares of capital stock of the Company. Seller owns beneficially and
of  record the number of shares set forth in Schedule B hereto opposite Seller's
name.  Seller  holds  such  stock  free  and  clear of all liens, claims, debts,
encumbrances  and  assessments,  and  any  and  all  restrictions  as  to  sale,
assignment  or  transferability  thereof.  Seller  has  full  rights,  power and
authority to sell, transfer and deliver all of the shares of stock owned by said
Seller  and  the  certificates therefore, sold hereunder, to Buyer in accordance
with  the  terms  of  this  Agreement, and otherwise to consummate and close the
transaction  provided  for  in  this  Agreement in the manner and upon the terms
herein  specified.

     8.   TITLE  TO  ASSETS.

          The  Company  states: (a) that it has good and marketable title to all
of  its  assets,  as  set  forth on Schedule B hereto, which good and marketable
title  is  free  and  clear of all mortgages, pledges, liens, credit agreements,
title  retention agreements, security agreements, taxes, claims, debts and other
obligations  and encumbrances (b) the lien, if any, of current taxes not yet due
and  payable  and (c) such additional encumbrances or imperfections of title, if
any,  which  are not substantial in character, amount or extent and which do not
materially  detract  from the value, or materially interfere with the present or
future  intended use, of the properties subject thereto or affected thereby, and
which  do  not otherwise materially impair or affect the business and operations
of  the  Company.

     9.   PEACEABLE  POSSESSION  OF  ASSETS.

          The  ownership and possession of all of the assets of the Company have
been  peaceable and undisturbed and the title thereto has never been disputed or
questioned  to  the  knowledge  of the Company; nor does the Company know of any
facts by reason of which the possession or title thereof by the Company might be
disturbed  or  questioned  or  by  reason of which any claim to its assets might
arise  or  be  set  up  adverse  to  the  Company.

     10.  REGULATORY  GOOD  STANDING.

          The  Company  has  all  material  rights,  certificates,  authorities,
permits,  licenses,  franchises  and  other  authorizations necessary to and has
complied  in  material  respects with all laws applicable to, the conduct of its
business  in  the  manner  and  in the areas in which such business is presently
being  conducted  and  all  such  certificates,  authorities,  rights,  permits,
licenses,  franchises  and  authorizations  are valid, in good standing, in full
force and effect, under no orders of suspension or restraints, and subject to no
disciplinary,  probationary  or  other orders. To the best of its knowledge, the
Company  has  engaged  in  no  activity  whatever  which  would cause or lead to
proceedings  involving revocation, suspension, restraint, disciplinary action or
any other action whereby any of such certificates, authorities, rights, permits,
licenses,  franchises or authorizations, or any part thereof, might be canceled,
terminated,  suspended,  impaired,  lost or otherwise adversely affected, and no
action or proceeding looking to or contemplating any of the foregoing is pending
or  to  the Company's knowledge threatened. The foregoing shall not be deemed to
constitute  a  warranty or representation that the Company has not heretofore or
shall not hereafter suffer to be committed minor and unintentional violations of
any governmental regulations of such nature as not to cause either suspension or
revocation  of  the  Company's  operating  authority.


<PAGE>
     11.  LITIGATION.

          The  Company  is  not  a  party  to  any  pending  or to its knowledge
threatened  suit,  action,  proceeding,  prosecution  or  litigation which might
materially  adversely  affect  the  financial  condition,  business,  assets,
properties,  certificates,  rights, authorities, franchises or authorizations of
the  Company,  or  materially  interfere  therewith, nor to the knowledge of the
Company  is there any threatened or pending governmental investigation involving
the  Company  or  any  of  its  operations,  including  inquiries,  citations or
complaints  by any federal, state or local administration or agency, which would
materially  adversely  affect  the  financial  condition,  business,  assets  or
properties  of  the  Company;  and there are no outstanding, existing or pending
judgments,  orders, decrees, rulings, directives, stipulations or other mandates
of  any  court or any public or quasi-public agency, body or official which have
been  in  any way violated as they relate to or affect the Company or any of the
Company's  properties,  businesses,  operations,  affairs  or  activities.

     12.  DEFAULTS.

          There  are  no  material defaults on the part of the Company under any
contract,  lease, mortgage, pledge, credit agreement, title retention agreement,
security  agreement,  lien,  encumbrance  or  any  other  commitment,  contract,
agreement  or  undertaking  to  which  the  Company  is  a  party.

     13.  TAX  RETURNS.

          All  returns  for  governmental income taxes, surtaxes, excess profits
taxes,  franchise  taxes,  sales and use taxes, real and personal property taxes
and  any  and all other taxes to which the Company, or its assets, operations or
income  may  be  subject, due as of the date hereof, have been duly prepared and
filed in good faith and all taxes shown thereon have been paid or are accrued on
the  books  of  the  Company.

     14.  TAX  ACCRUALS.

          All  other taxes and other assessments and levies which the Company is
required  by law to withhold or to collect have been duly withheld and collected
and  have  been  paid over to the proper governmental authorities or are held by
the  Company  for  such payment and all such withholding and collections and all
other  payments  unpaid  and due in connection therewith as of December 31, 2000
are  duly  reflected  in  the  balance  sheet  of  the  Company as of said date.

     15.  LABOR  PROBLEMS.

          No  labor or labor union problems or difficulties, strikes, walk-outs,
slow  downs, job actions, boycotts, arbitrations, investigations, litigations or
similar  proceedings  with  respect  thereto,  are presently existing, suffered,
pending  or  threatened  with  respect  to  the Company, its employees, business
operations,  assets  or  properties.

     16.  COMPLIANCE  WITH  LAW.

          All  of  the properties, assets and business operations of the Company
conform  in  material respects with all applicable ordinances, regulations, laws
and statutes, including but not limited to building, zoning, safety, highway and
other  such  laws,  rules,  regulations  and  ordinances.


<PAGE>
     17.  INFRINGEMENTS.

          The  Company  has never been charged with infringement or violation of
any  adversely  held  patent,  trademark,  trade name, or copyright, with claims
reading  on operations of the Company or on apparatus or methods employed by the
Company  in  effecting  the  same,  which  would materially adversely affect any
operation  of  the Company, nor is the Company using or in any way making use of
any  confidential  information  or  trade secrets, of any former employer or any
present or past employee of the Company except as a result of the acquisition of
the  business  of  such  former  employer.

     18.  TRUTH  OF  REPRESENTATION.

          No  representation  by  the  Company  made  in  this  Agreement and no
statement  made  in any certificate or schedule furnished in connection with the
transaction  herein  contemplated  contains or will contain any knowingly untrue
statement  of  a  material  fact  or  knowingly  omits or will omit to state any
material  fact  reasonably necessary to make any such representation or any such
statement  not  misleading  to  a  prospective  purchaser  of  the  Stock.

D.   COVENANTS  OF  THE  SELLER  AND  THE  COMPANY
     ---------------------------------------------

Seller  hereby  covenant  and  agrees  as  follows:

     1.   INSPECTION  OF  RECORDS.

          During  the  period  from  the date hereof through the Closing Date as
that  term  is hereinafter defined (the "Contract Period"), the Buyer shall have
the  right  and  opportunity  at  its  own  expense to make such examination and
investigation of the Company's business, properties and affairs as the Buyer may
deem  reasonably  necessary  or  desirable  for  all  purposes  relating to this
Agreement  and  to  that  end,  throughout the Contract Period, the Company will
allow  and  grant  the  Buyer,  its officers, counsel, accountants, auditors and
executive  employees  full,  free  and continuous access, during normal business
hours  and  without  interference with the conduct of the Company's business, to
all  of the premises, properties, contracts, commitments, leases, books, papers,
documents,  instruments,  books  of  account,  minutes  and other records of the
Company and will furnish and provide the Buyer with all such financial and other
statements and all such additional information and particulars in respect of the
business,  properties  and affairs of the Company as the Buyer may, from time to
time  during  the  Contract  Period,  reasonably  request  or  require.

     2.   CONDUCT  OF  BUSINESS.

          During  the  period  from  the date hereof to the Closing Date as that
term  is  hereinafter  defined,  the  Company  shall:

          2.1  Conduct  its  business and operations solely in the usual, normal
and  ordinary  course;

          2.2  Issue  no  additional  shares  of  stock, options, calls or other
rights  to  purchase  such  stock, or any other securities of any kind whatever;

          2.3 Make no distributions to its shareholders, as shareholders, of any
of  its assets or properties by way of dividends, purchase of shares, redemption
or  otherwise.


<PAGE>
          2.4  Not  transfer  to  any person, firm or corporation any customers,
customer  lists  or  customer  accounts  of  the  Company;

          2.5  Make  no  increase  of  any  kind  in any salary, wages, bonus or
compensation of any officer, employee, representative or agent of the Company or
pay  any  extra  compensation  of  any  kind  whatever  to  any of such persons;

          2.6  Not  sell,  transfer  or  dispose  of  any  of  the  Stock;

          2.7  Not  sell, transfer or dispose of any of its business, properties
or  assets,  tangible or intangible, except for a full and fair consideration in
the  usual  and  ordinary  course  of  business;

          2.8 Make no purchases or acquisitions of any real or personal property
nor  increase  or decrease inventory, except in the usual and ordinary course of
its  business;

          2.9  Not  subject  any  of  its business, property or assets whatever,
tangible  or  intangible,  to  any  mortgage,  lien,  pledge,  hypothecation  or
encumbrance  in any manner except for a full and fair consideration in the usual
and  ordinary  course  of  business;

          2.10  Not  borrow  any  money,  make  any  unusual  or  extraordinary
expenditures or incur or become liable for any obligations or liabilities except
current  liabilities  in  the  usual  and  ordinary  course  of  its  business;

          2.11 Not make any loans or advances or extend any credit except in the
usual  and  ordinary  course  of  its  business.

     3.   PUBLICITY.

          All notices to third parties other than Seller and all other publicity
concerning  the transactions contemplated by this Agreement shall be planned and
coordinated  jointly  by  Buyer  and  by  the  Company.

     4.   WARRANTIES  AND  REPRESENTATIONS.

          The  Company  will  promptly  furnish  to  Buyer copies of any and all
financial statements of the Company prepared by or for the Company subsequent to
the  date  hereof,  and will promptly furnish to and advise the Buyer of any and
all  material  information,  details,  facts  and  circumstances  concerning the
Company's  financial  condition,  or  business arising subsequent to the date of
this  Agreement  by  reason  of  which  any  changes, modifications, amendments,
additions  or  deletions  from  any  Schedule  annexed  hereto  or any warranty,
representation,  covenant  or  condition  recited  herein  would be necessary to
render  the  same true and correct in material respects and not materially false
or misleading, as of the date such information, details, facts and circumstances
are  furnished  to  the  Buyer.

E.   CONDITIONS  PRECEDENT  TO  CLOSING
     ----------------------------------

     All  obligations  of  the  Buyer  under  this  Agreement are subject to the
fulfillment  of each of the following conditions, in addition to the fulfillment
of  any  and  all  other  conditions  set  forth  in  this  Agreement:

     1.   EFFECTIVENESS  OF  WARRANTIES.

          Each and every one of the warranties and representations of Seller and
the  Company  as  hereinbefore set forth in Paragraph C hereof, shall be true at
and as of the Closing Date as though such representations were made at and as of
such  time.


<PAGE>
     2.   PERPORMANCE  OF  COVENANTS.

          Each  and every covenant herein made by Seller and the Company, as set
forth  in Paragraph D, which is to be performed at or prior to the Closing Date,
shall  have  been  duly  performed  by  such  times.

     3.   FINANCIAL  CONDITION.

          The  financial  condition  and financial statements of the Company are
such  that:

          3.1  The Company's financial statements prepared in accordance with US
Generally  Accepted  Accounting  Principles  and  the  audit  as prepared by the
Certified  Public  Accounting firm of Horwath Gelfond Hochstadt Pangburn P.C. in
accordance with US Generally Accepted Auditing Standards must be commenced as of
or  prior  to  the  Closing  Date.

          3.2 During the period from the date of the Company's December 31, 2000
internal  financial  statement  to the Closing Date, there have been no material
adverse  changes  in  the capital stock or long term debt, within the meaning of
general  accepted  accounting principles, of the Company or any material adverse
change  in  the  financial  condition  or  results of operations of the Company.

     4.   CORPORATE  ACTION.

          4.1  Prior  to the Closing Date, the Board of Directors of the Company
and  of  the  Buyer  shall have duly adopted resolutions to the same effect with
respect  to  the  aforesaid  matters.

          4.2  Prior  to the Closing Date, the Board of Directors of the Company
and  of  the Buyer shall call a special meeting of their respective shareholders
whereby  their  respective shareholders shall have duly approved the above Board
of  Directors  resolutions  to  the  same  effect  with respect to the aforesaid
matters.

     5.   TERMINATION.

          In  the  event  any of the foregoing conditions shall not be fulfilled
prior  to the Closing, unless caused by any action or failure to act on the part
of  Buyer,  Buyer  shall  have  the  right  to terminate the Agreement by notice
thereof  in  writing to the Company, and the parties hereto shall be restored as
far  as  possible  to  status  quo,  whereupon  the parties hereto shall have no
further  obligations or liabilities hereunder, one against the other, except for
the obligation of Buyer under Section E hereof which shall survive a termination
of  this  Agreement.


<PAGE>
F.   INDEMNIFICATION
     ---------------

     1.   Buyer  shall  be  indemnified  by  Seller  and the Company as follows:

          Seller  and  the  Company  shall indemnify and hold harmless the Buyer
from  and  against  any  losses,  damages  or  expenses which may be suffered or
incurred  by Buyer arising from or by reason of the inaccuracy of any statement,
representation  or  warranty  of  Seller  or  the Company made herein or, in any
schedule  hereto or certificate delivered in connection herewith, or the failure
of  Seller  or  the  Company to perform any agreement made by them herein. Buyer
shall give Seller prior written notice of any claim, demand, suit or action with
respect  to  which  indemnity may be sought pursuant to this Section. Seller, in
every  such  case,  shall  have  the  right  at  his  sole  expense  and cost to
participate  in contesting the validity or the amount of any such claim, demand,
suit  or  action.  In  the  event  Buyer  suffers loss, damage or expense and is
entitled  to  indemnification  under  this Section, the amount of any such loss,
damage  or expense shall be assessed against and shall be paid by Seller. Seller
shall have no liability under this Section unless a claim for indemnification is
made  by  the  Buyer  prior  to  the  Six  (6) month anniversary of the Closing.
Notwithstanding  anything herein to the contrary, Seller shall have no liability
under  this Section for any loss, damage, expense or amount suffered or incurred
by Buyer or the Company (a) as a result of any election made by the Buyer or the
Company subsequent to the Closing under Section 338 of the Internal Revenue Code
of  1954,  as  amended,  or  (b) which is covered by insurance maintained by the
Company  on  the  Closing  Date.

      2.     The Buyer shall indemnify the Company and Seller and shall hold the
Company  and Seller harmless, on demand, from and against any losses, damages or
expenses which may be suffered or incurred by the Company or Seller arising from
or  by  reason of the inaccuracy of any statement, representation or warranty of
the  Buyer  made  herein  or in any document or instrument delivered by Buyer to
Seller  or  the Company in connection with the transactions herein contemplated,
or  the  failure of Buyer to perform any agreement or covenant made by it herein
or  in any document or instrument delivered by Buyer to Seller or the Company in
connection  with  the  transactions  herein  contemplated.

G.   CLOSING
     -------

     1.   TIME  AND  PLACE.

          The  closing  under  this Agreement (the "Closing") and all deliveries
hereunder shall take place at the office of the Buyer on April ___, 2001 or such
other  date  as  shall  be  agreed upon by all the parties ("the Closing date").

     2.   DELIVERY  OF  DOCUMENTS.

At  the  Closing, the Company will deliver to the Buyer the following documents:

          2.1  A  written  opinion,  dated  on  the  Closing  Date,  of  counsel
representing  the  Company, in the form of Schedule G hereto, to the effect that
the  Company  has  been  duly  incorporated  and  is on the closing date validly
existing  as  a  corporation in good standing under the laws of the state of its
incorporation;  that  the  Company  is  duly  qualified or licensed as a foreign
corporation  in  all  other states in which it does business; that the shares of
capital  stock  delivered  by  Seller  to Buyer at the closing have been validly
issued  and  are outstanding, fully paid, and non-assessable, and constitute all
of  the issued and outstanding shares of capital stock of the Company; that such


<PAGE>
counsel  knows  of  no  litigation,  proceeding  or  investigation  pending  or
threatened  against  the  Company  or  Seller which might result in any material
adverse change in the business, properties or financial condition of the Company
or  which  questions the validity of this Agreement or of any action taken or to
be  taken  pursuant  to  or in connection with the provisions of this Agreement,
other than as represented elsewhere in this Agreement; and that to the knowledge
of  such  counsel the sale, transfer, assignment and delivery by Seller to Buyer
of the Stock pursuant to this Agreement will vest in Buyer all rights, title and
interest  in  and  to  such Stock free and clear of all liens, encumbrances, and
equities.

          2.2  A  written confirmation dated the Closing Date, by the accountant
who reviewed any and all of the financial statements of the Company and who most
recently examined the books and records of the Company in the form of Schedule H
hereto.

          2.3  A  certificate  of  the  Chief  Executive  Officer  and the Chief
Financial  Officer of the Company, dated the Closing Date certifying to the best
of  his  knowledge,  in reasonable detail as Buyer may request on and as of said
date,  to  the fulfillment, as of the Closing Date, of each and every one of the
conditions  precedent  to  the  closing  set  forth  in  Paragraph E hereof, and
specifically  setting  forth  each  and  every  change, amendment, modification,
omission  or  addition  to  any  provision  hereof or schedule annexed hereto or
furnished  hereunder,  necessary  to render each and every one of the provisions
hereof or schedules annexed hereto correct and accurate in material respects and
not  materially  false  or  misleading.

          2.4  Such  additional  copies  or  duplicate  originals  of  the above
described  documents  and  such  other documents, undertakings and assurances as
Buyer  shall  reasonably  require,  all  of  which  documents,  undertakings and
assurances  shall  be  delivered to Buyer sufficiently in advance of the Closing
Date, as Buyer shall reasonably require, so as to permit adequate inspection and
examination  thereof,  all of which documents, undertakings and assurances shall
be  in  form  satisfactory  to  counsel  to  Buyer.

H.   CONFIDENTIALITY
     ---------------

     All information and documentation provided or to be provided by the Company
or  Seller  to  Buyer  in  connection  with  this Agreement and the transactions
contemplated  hereby has been and shall be provided in the strictest confidence.
Pending  the  Closing,  Buyer  covenants  and  agrees  not  to  use  any of such
information  or  documentation  in or for the benefit of any business engaged in
directly  or  indirectly  by  Buyer  and  not to furnish or disclose any of such
information  or  documentation  to  any  person  or company. If the transactions
contemplated  by  this Agreement are not consummated, Buyer covenants and agrees
to  return  all such information and documentation to the Company and not retain
any  copies  thereof,  and  Buyer  further  covenants and agrees to maintain the
confidentiality  of such information and documentation and to neither use any of
it  in  or  for the benefit of any business engaged in directly or indirectly by
the  Buyer  nor  furnish  or  disclose  any  of  it  to  any  person or company.


<PAGE>
I.   GENERAL  PROVISIONS
     -------------------

     1.   SURVIVAL  Of  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.

          Unless  otherwise  expressly  provided  herein,  the  representations,
warranties,  covenants,  indemnities and other agreements herein contained shall
be  deemed  to  be  continuing  and  shall  survive  the  consummation  of  the
transactions  contemplated  by  this  Agreement.

     2.   DILIGENCE.

          The  parties  hereto  agree  that each shall with reasonable diligence
proceed  to  take  all action which may be reasonably required to consummate the
transaction  herein  contemplated.

     3.   WAIVERS.

Each  party  hereto  may:

          3.1  Extend  the time for performance of any of the obligations of the
other  party;

          3.2  Waive  in  writing  any  inaccuracies  in  representations  and
     warranties made to it contained in this Agreement or any schedule hereto or
     any  certificate  or  certificates  delivered  by  any of the other parties
     pursuant  to  this  Agreement;  and

          3.3  Waive  in  writing  the  failure  of  performance  of  any of the
     agreements,  covenants,  obligations  or  conditions  of  the other parties
     herein  set  forth,  or  alternatively  terminate  this  Agreement for such
     failure.

     4.   NON-WAIVER.

          The  waiver  by any party hereto of any breach, default, inaccuracy or
failure  by another party with respect to any provision in this Agreement or any
schedule  hereto  shall  not  operate  or  be construed as a waiver of any other
provision  thereof  or  of  any  subsequent  breach  thereof.

     5.   FURTHER  ASSURANCES.

          Each  party  hereto  agrees  to  execute  such  further  documents  or
instruments,  requested  by  the  other party, as may be reasonably necessary or
desirable  to  effect  the  purposes  of  this  Agreement  and  to carry out its
provisions,  at  the  expense  of  the  party  requesting  the  same.

     6.   ENTIRE  AGREEMENT.

          This  Agreement  constitutes  a  complete  statement  of  all  the
arrangements,  understandings  and agreements between the parties, and all prior
memoranda  and  oral  understandings  with  respect  thereto  are merged in this
Agreement.  There  are  no representations, warranties, covenants, conditions or
other  agreements among the parties except as herein specifically set forth, and
none  of  the  parties hereto shall rely on any statement by or on behalf of the
other  parties  which  is  not  contained  in  this  Agreement.


<PAGE>
     7.   GOVERNING  LAW.

          Irrespective  of  the  place  of  execution  or  performance  of  this
Agreement,  it shall be governed by and construed in accordance with the laws of
the  State of Connecticut, United States of America applicable to contracts made
and  to  be  performed  in  the  United States, and cannot be changed, modified,
amended  or  terminated  except  in  writing,  signed  by  the  parties  hereto.

     8.   BENEFIT  AND  ASSIGNABILITY.

          This  Agreement  shall  bind  and  inure to the benefit of the parties
hereto  and  their  respective  legal  representatives,  successors and assigns,
provided, however, that this Agreement cannot be assigned by any party except by
or  with  the written consent of the others. Nothing herein expressed or implied
is  intended or shall be construed to confer upon or to give any person, firm or
corporation  other  than  the  parties  hereto  and  their  respective  legal
representatives,  successors  and  assigns  any  rights  or benefits under or by
reason  of  this  Agreement.

     9.   APPROVAL  OF  COUNSEL.

          The form of all legal proceedings and of all papers and documents used
or  delivered  hereunder,  shall be subject to the approval of counsels to Buyer
and  Seller.

     10.  COSTS.

          The  Buyer  shall  bear its own costs and expenses of the transaction.
The  costs  and  expenses  of  Seller  in connection with this Agreement and the
transactions  contemplated  hereby  shall  be  borne  and  paid  by  Seller.

     11.  COUNTERPARTS.

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

     12.  NOTICES.

          Any  notices and other communications under this Agreement shall be in
writing  and  shall  be  considered  given  if delivered personally or mailed by
certified  mail  to  the party, for whom such notice is intended, at the address
indicated  at  the  outset  hereof  (or  at such other address as such party may
specify  by  notice  to  the  other  parties  hereto).

     13.  HEADINGS.

          The  headings in this Agreement are intended solely for convenience of
reference  and shall be given no effect in the construction or interpretation of
this  Agreement.

     14.  FURTHER  AACTION

          Any  further  action  required  or  permitted  to  be taken under this
Agreement,  including  giving  notices, executing documents, waiving conditions,
and  agreeing  to amendments or modifications, may be taken on behalf of a party
by  its  Board of Directors, its President or any other person designated by its
Board  of Directors, and when so taken shall be deemed the action of such party.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto have respectively executed this
Agreement  the  day  and  year  first  above  written.

                                     BUYER

                                     CHINA  GATEWAY  HOLDINGS,  Inc.


                                     By:  /s/  Danny  Wu  Lawrence  Hon
                                     ---------------------------------------
                                     Danny Wu, Chairman, Lawrence Hon, Director


                                     Witness:/s/  Jerry  Gruenbaum,  Esquire
                                     ---------------------------------------


                                     SELLER
                                     ------

                                     THE  GLORY  FAMOUS  (GROUPS)  LIMITED


                                     By:  /s/  Yau  Mui  Yuen
                                     ---------------------------------------
                                     Yau  Mui  Yuen,  Sole  Director


                                     Witness:  /s/  Fukman  Yip
                                     ---------------------------------------
                                     Fukman  Yip


                                     THE  COMPANY
                                     ------------

                                     HK GIANTRICH INTERNATIONAL (GROUPS) LIMITED


                                     By:  /s/  Yau  Mui  Yuen
                                     ---------------------------------------
                                     Yau  Mui  Yuen,  President


                                     Witness:  /s/  Fukman  Yip
                                     ---------------------------------------
                                     Fukman  Yip


<PAGE>
                              Schedule of Exhibits
                              --------------------


A.   HK  Giantrich  International  (Group)  Ltd  Certificate  of  Incorporation
     1.   Original  Certificate.
     2.   Name  Change  from  Giantrich  International  to  HK  Giantrich
          International.

B.   Giantrich  International  (Group)  Limited  Stock  Certificates.

C.   Authority  of  Yau  Mui  Yuen  as  Chairman of the Board of Directors of HK
     Giantrich  International  (Group)  Ltd.

D.   Certificate  of  Incorporation  of  The  Glory  Famous  (Groups)  Limited;
     Appointment  of  Yau Mui Yuen Director of The Glory Famous (Groups) Limited
     and  the  Sale  and Purchase Note of HK Giantrich International (Group) Ltd
     from  Yau  Mui  Yuen  to  The  Glory  Famous  (Groups)  Limited.

E.   Asset  Transfer Contract between HK Giantrich International (Group) Ltd and
     Xinwen  Mining  (Group)Co  Ltd.
     1.   Contract  to  transfer  the  assets.
     2.   Assessment  valuation  for  assets  at  RMB267,999,600.
     3.   Liabilities  assumed  by  Contract  RMB71,372,300.
     4.   Approval  document from Shandong Province Government dated January 26,
          2000
     5.   Certificate  of  Approval  of  Shandong  XinWen  Huafeng  Minning  Ltd

F.   China  Gateway Holding Inc. Audited Financial Statements for the year ended
     12/31/2000.

G.   China  Gateway  Holding  Inc.  Certificate  of  Incorporation.

H.   China  Gateway  Holding  Inc.  By-Laws.

I.   Termination  Agreement  of  Joint  Venture.
     1.   Termination  Agreement.
     2.   Legal  Opinion.

J.   Financial  Statements  for  Huafeng Coal Mine for the Year Ended 12/31/1999
     and  2000.

K.   Form 8-K - Notice of termination of the Wuhan Dong Feng Paper Company Joint
     Venture  and  signing of Letter of Intent with H.K. Giantrich International
     Group,  Limited  dated  April  12,  2001.

L.   Form  10KSB  for  the  Year  Ended  December 31, 2000 dated April 19, 2001.


<PAGE>