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                                                                    EXHIBIT 10.6

                AGREEMENT ON AMENDING THE RELEVANT PROVISIONS OF
                         THE JOINT VENTURE AGREEMENT OF
                     WEIFANG FUHUA AMUSEMENT PARK CO., LTD.

        Pursuant to the principles of equality, mutual benefit and joint
development, and through friendly negotiations, this amendment (the "Amendment")
is made under the "Sino-Foreign Equity Joint Venture Law of the People's
Republic of China ("PRC")" and other applicable PRC laws and regulations ("PRC
Law") by and between Weifang Neo-Luck (Group) Corporation ("Party A") and
Intra-Asia Entertainment Corporation ("Party B"), which is based in the United
States, for the purpose of amending the Agreement (the "Agreement") of Weifang
Fuhua Amusement Park Co., Ltd. (the "Joint Venture Company"), on the basis of
the original Agreement and its Amendments:

1.      Amendments to Relevant Provisions under the Agreement

                                    CHAPTER 2

                                    ARTICLE 1

Original:

Article 1:     The Parties to this joint venture are as follows:
               Party A:              Weifang Neo-Luck (Group) Corporation, a
                                     corporation based in the PRC
               Legal address:        189 Dong Feng East Street, Weifang City,
                                     Shandong Province, PRC
               Legal representative: Yin Jun
               Title:                General Manager
               Citizenship:          PRC

               Party B:              Jimswood Investment and Development Corp.,
                                     an entity incorporated in California, USA
               Legal address:        Los Angeles, California.
               Legal representative: Stanley Wu
               Title:                Chairman
               Citizenship:          United States

               Party C:              Weicheng International Inc., an entity
                                     incorporated in  California, USA
               Legal address:        3079 Shabo Street, Santa Ana,
                                     California, USA.
               Legal representative: Yin Jun
               Title:                Chairman
               Citizenship:          PRC


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Amendment:

               Party A:              Weifang Neo-Luck (Group) Corporation, a
                                     corporation based in the PRC
               Legal address:        189 Dong Feng East Street, Weifang City,
                                     Shandong Province, PRC
               Legal representative: Yin Jun
               Title:                General Manager
               Citizenship:          PRC


               Party B:              Intra-Asia Entertainment Corporation, an
                                     entity incorporated in Delaware, USA
               Legal Address:        1209 Orange Street
                                     Wilmington, Delaware, 19081
               Legal Representative: Roy Aaron
               Title:                General Manager
               Citizenship:          United States

                                     CHAPTER 3

                                     ARTICLE 2

Original:

Article 2.     Parties A, B and C, in accordance with the "Sino-Foreign
               Equity Joint Venture Law of the People's Republic of China" and
               other applicable PRC statutes, hereby agree to establish Weifang
               Fuhua Amusement Park Co. Ltd., a joint venture company (the
               "Joint Venture Company") in the PRC.

Amendment:

Article 2.     Parties A and B, in accordance with the "Sino-Foreign Equity
               Joint Venture Law of the People's Republic of China" and other
               applicable PRC statutes, hereby agree to establish Weifang Fuhua
               Amusement Park Co. Ltd., a joint venture company (the "Joint
               Venture Company") in the PRC.


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                                    CHAPTER 4

                                    ARTICLE 6

Original:

Article 6      The objectives of the three-party Joint Venture Company are the
               improvement of the tourism capabilities in Weifang City and the
               achievement of economic benefit satisfactory to the Parties by
               pursuing the principles of enhanced economic cooperation and
               mutual benefit, adopting modern management practices, and jointly
               developing and utilizing abundant and various cultural and
               entertainment resources among the people.

Amendment:

Article 6      The objectives of the two-party Joint Venture Company are the
               improvement of the tourism capabilities in Weifang City and the
               achievement of economic benefit satisfactory to the Parties by
               pursuing the principles of enhanced economic cooperation and
               mutual benefit, adopting modern management practices, and jointly
               developing and utilizing abundant and various cultural and
               entertainment resources among the people.

                                    CHAPTER 5

                                    ARTICLE 9

Original:

Article 9.     Total investment in the Joint Venture Company is USD
               $29,500,000. The registered capital of the Joint Venture Company
               shall be USD $20,700,000 (exchange rate shall be calculated
               according to the exchange rate quoted by the Foreign Exchange
               Administration of China on the date of the first capital
               contribution), of which Party A shall contribute USD $3,105,000,
               comprising 15% of the Joint Venture Company's registered capital,
               Party B shall contribute USD $5,175,000, comprising 25% of the
               Joint Venture Company's registered capital, and Party C shall
               contribute USD $12,420,000, comprising 60% of the Joint Venture
               Company's registered capital.

Amendment:

Article 9.     Total investment in the Joint Venture Company is USD $29,500,000.
               The registered capital of the Joint Venture Company shall be USD
               $20,700,000 (exchange rate shall be calculated according to the
               exchange rate quoted by the Foreign Exchange Administration of
               China on the date of the first capital contribution), of which
               Party A shall contribute USD $3,105,000, comprising 15% of the
               Joint Venture Company's registered capital, and Party B shall
               contribute $17,595,000 comprising eighty-five percent (85%) of
               the Company's registered capital.


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                                    CHAPTER 5

                                   ARTICLE 10

Original:

Article 10     Method of capital contribution: The capital contribution of
               Party A shall be in RMB, which will be used mainly for
               acquisitions of land, construction of support facilities and the
               purchase of materials from within the PRC. Party B and Party C
               shall contribute capital in the form of equipment and of United
               States currency. The capital contribution in cash will be mainly
               for purchasing technically advanced equipment, some materials
               used for building decoration, some office supplies, etc.

Amendment:

Article 10     Method of capital contribution: The capital contribution of
               Party A shall be in RMB, which will be used mainly for
               acquisitions of land, construction of support facilities and the
               purchase of materials from within the PRC. Party B shall
               contribute capital in the form of equipment and of United States
               currency. The capital contribution in cash will be mainly for
               purchasing technically advanced equipment, some materials used
               for building decoration, some office supplies, etc.

                                    CHAPTER 5

                                   ARTICLE 11

Original:

Article 11     The three Parties shall make their respective capital
               contributions in full within four (4) months after obtaining the
               business license and their funds shall be deposited in a bank
               where the Joint Venture Company shall have opened accounts.

Amendment:

Article 11     The two Parties shall make their respective capital
               contributions in full within four (4) months after obtaining the
               business license and their funds shall be deposited in a bank
               where the Joint Venture Company shall have opened accounts.

                                    CHAPTER 5

                                   ARTICLE 12


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Original:

Article 12     To transfer its capital investment, in whole or in part, in
               the Joint Venture Company to a third party, a Party must obtain
               the written consent of the other two parties and the approval of
               the original examination and approval authorities.

Amendment:

Article 12     To transfer its capital investment, in whole or in part, in
               the Joint Venture Company to a third party, a Party must obtain
               the consent of the other Party and the approval of the original
               examination and approval authorities.

                                    CHAPTER 5

                                   ARTICLE 13

Original:

Article 13     When any one of the Parties proposes transfer of its full or
               partial interest in the Joint Venture Company, the other two
               Parties shall have right of first refusal with respect to such
               interest within six (6) months of such proposal; after the six
               (6) months, such interest may be transferred to another party.

Amendment:

Article 13     When either of the Parties transfers its full or partial
               interest in the Joint Venture Company, the other Party shall have
               a priority right to purchase such interest within six (6) months;
               after the six (6) months, such interest may be transferred to
               another party.

                                    CHAPTER 6

                                   ARTICLE 14

Original:

Article 14     Parties A, B and C shall be responsible for accomplishing the
               following:

               Transacting matters necessary for the establishment of the Joint
               Venture Company, such as applying to the relevant competent
               authorities of PRC for approval, registration, and the issuance
               of a business license;

               Assisting Party B and Party C in handling import customs
               declarations and domestic transportation of the equipment and
               materials which are Party B's and Party C's capital contribution
               to the Joint Venture Company;


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               Assisting the Joint Venture Company in making purchases within
               the PRC of some auxiliary equipment and materials, office
               supplies, means of transportation, telecommunication facilities,
               etc.;

               Assisting the Joint Venture Company in making contacts in order
               to put into effect the basic infrastructure, such as water,
               electricity and transportation;

               Assisting the Joint Venture Company in recruiting local PRC
               personnel, such as managerial and technical staff, as well as
               workers and other necessary personnel;

               Assisting in arranging for work permits and travel formalities
               needed by foreign personnel; and

               Arranging other matters as entrusted by the Joint Venture
               Company.

               Responsibilities of Party B and Party C:

               Pursuant to Articles 10 and 11 herein, making capital
               contributions and transporting the equipment, office articles and
               other articles that serve as contributions to a port of the PRC
               in a timely manner;

               Purchasing equipment and materials and arranging other matters
               outside the PRC as entrusted by the Joint Venture Company;

               Assisting in making arrangements for the relevant personnel of
               the Joint Venture Company to go abroad in order to carry out
               technical fact-gathering visits and business training and other
               matters;

               Being responsible for providing reliable and accurate market and
               business information to the Joint Venture Company; and

               Arranging other matters as entrusted by the Joint Venture
               Company.

Amendment:

               Responsibilities of Party A:

               Transacting matters necessary for the establishment of the Joint
               Venture Company, such as applying to the relevant competent
               authorities of PRC for approval, registration, and the issuance
               of a business license;

               Assisting Party B in handling import customs declarations and
               domestic transportation of the equipment and materials which are
               Party B's capital contribution to the Joint Venture Company;

               Assisting the Joint Venture Company in making purchases within
               the PRC of some auxiliary equipment and materials, office
               supplies, means of transportation, telecommunication facilities,
               etc.;


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               Assisting the Joint Venture Company in making contacts in order
               to put into effect the basic infrastructure, such as water,
               electricity and transportation;

               Assisting the Joint Venture Company in recruiting local PRC
               personnel, such as managerial and technical staff, as well as
               workers and other necessary personnel;

               Assisting in arranging for work permits and travel formalities
               needed by foreign personnel; and

               Arranging other matters as entrusted by the Joint Venture
               Company.

               Responsibilities of Party B:

               Pursuant to Articles 10 and 11 herein, making capital
               contributions and transporting the equipment, office articles and
               other articles that serve as contributions to a port of the PRC
               in a timely manner;

               Purchasing equipment and materials and arranging other matters
               outside the PRC as entrusted by the Joint Venture Company;

               Assisting in making arrangements for the relevant personnel of
               the Joint Venture Company to go abroad in order to carry out
               technical fact-gathering visits and business training and other
               matters;

               Being responsible for providing reliable and accurate market and
               business information to the Joint Venture Company; and

               Handling other matters as requested by the Joint Venture Company.

                                    CHAPTER 7

                                   CHAPTER 16

Original:

Article 16     The Board of Directors shall be composed of six (6) directors,
               of whom three (3) directors shall be appointed by Party A, two
               (2) directors shall be appointed by Party B and one (1) director
               shall be appointed by Party C. The Chairman of the Board shall be
               appointed by Party A and the Vice Chairman of the Board shall be
               appointed by Party B. The terms of the Chairman of the Board, the
               Vice Chairman of the Board and the Directors shall be four (4)
               years, renewable upon reappointment by their respective
               appointing Parties.

Amendment:

Article 16     The Board of Directors shall be composed of seven (7) directors,
               of whom two (2) directors shall be appointed by Party A and five
               (5) directors shall be appointed by


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               Party B. The Chairman of the Board shall be appointed by Party B
               and the Vice Chairman of the Board shall be appointed by Party A.
               The terms of the Chairman of the Board, the Vice Chairman of the
               Board and the Directors shall be four (4) years, renewable upon
               reappointment by their respective appointing Parties.

                                    CHAPTER 9

                                   ARTICLE 22

Original:

Article 22     When Party B and Party C are entrusted by the Joint Venture
               Company to select and purchase equipment outside the PRC, they
               shall invite Party A to send someone to participate in such
               purchases (see details in the import equipment table (1), (2)).

Amendment:

Article 22     When Party B is entrusted by the Joint Venture Company to select
               and purchase equipment outside the PRC, it shall invite Party A
               to send someone to participate in such purchases (see details in
               the import equipment table (1), (2)).

                                   CHAPTER 10

                                   ARTICLE 25

Original:

Article 25     Parties A, B and C shall designate technical personnel to form a
               technical team to be responsible, under the leadership of the
               Preparation and Construction Office for such work as examination,
               supervision, inspection, and performance checks of design,
               project quality, equipment, and materials.

Amendment:

Article 25     Parties A and B shall designate technical personnel to form a
               technical team to be responsible, under the leadership of the
               Preparation and Construction Office for such work as examination,
               supervision, inspection, and performance checks of design,
               project quality, equipment, and materials.

                                   CHAPTER 10

                                   ARTICLE 26


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Original:

Article 26     Upon agreement by Parties A, B and C, the staffing, remuneration
               and expenses of the Preparation and Construction Office shall be
               included in the project budget.

Amendment:

Article 26     Upon agreement by Parties A and B, the staffing, remuneration
               and expenses of the Preparation and Construction Office shall be
               included in the project budget.

                                   CHAPTER 14

                                   ARTICLE 37

Original:

Article 37     The Joint Venture Company shall be liquidated according to law
               upon the expiration of its original term or upon earlier
               termination of the Joint Venture Company for other reasons. The
               net assets or liabilities resulting from the liquidation shall be
               allocated to Parties A, B and C in proportion to their respective
               investments.

Amendment:

Article 37     The Joint Venture Company shall be liquidated according to law
               upon the expiration of its original term or upon earlier
               termination of the Joint Venture Company for other reasons. The
               net assets or liabilities resulting from the liquidation shall be
               allocated to Parties A and B in proportion to their respective
               investments.

                                   CHAPTER 16

                                   ARTICLE 39

Original:

Article 39     Amendments to this Agreement shall be effective only upon
               written agreement by Parties A, B and C and approval from the
               original examination and approval authorities.


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Amendment:

Article 39     Amendments to this Agreement shall be effective only upon written
               agreement by Parties A and B and approval from the original
               examination and approval authorities.

                                   CHAPTER 16

                                   ARTICLE 41

Original:

Article 41     If one Party fails to perform its obligations provided by this
               Agreement and the Articles of Association, or materially breaches
               the provisions of this Agreement or of the Articles of
               Association with the result that the Joint Venture Company is
               incapable of operating or of achieving the Joint Venture
               Company's operation goals, such Party shall be deemed as
               unilaterally terminating this Agreement. The other Parties have
               the right to claim damages against the breaching party and have
               the right to apply to the original examination and approval
               authorities for approval of termination of this Agreement.
               However, if Parties A, B and C wish to continue the operation of
               the Joint Venture Company, the breaching party shall indemnify
               the loss suffered by the Joint Venture Company.

Amendment:

Article 41     If one Party fails to perform its obligations provided by this
               Agreement and the Articles of Association, or materially breaches
               the provisions of this Agreement or of the Articles of
               Association with the result that the Joint Venture Company is
               incapable of operating or achieving the Joint Venture Company's
               operation goals, such Party shall be deemed as unilaterally
               terminating this Agreement. The other Party has the right to
               claim damages against the breaching party and has the right to
               apply to the original examination and approval authorities for
               approval of termination of this Agreement. However, if Parties A
               and B wish to continue the operation of the Joint Venture
               Company, the breaching party shall indemnify the loss suffered by
               the Joint Venture Company.



                                   CHAPTER 17

                                   ARTICLE 42

Original:

Article 42     If any of the three parties breaches any provision of this
               Agreement or attachments hereto so that this Agreement or
               attachment hereto cannot be


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               performed, the breaching Party shall assume all the liabilities
               of breach of contract in accordance with the law.

Amendment:

Article 42     If either of the two parties breaches any provision of this
               Agreement or attachment hereto with the result that this
               Agreement or attachment hereto cannot be performed, the breaching
               Party shall assume all the liabilities of breach of contract in
               accordance with the law.

        2.     This Amendment shall be an integral part of the Agreement of the
               Joint Venture Company and shall have the same force as the
               original Agreement.

        3.     Except as amended by this amendment agreement, all provisions
               shall be enforceable according to the original Agreement of the
               Joint Venture Company and its Amendments.

Party A:
Weifang Neo-Luck (Group) Corporation



--------------------------------------------
Representative:  (with personal signature)

Party B:
Intra-Asia Entertainment Corporation



--------------------------------------------
Representative: (with personal signature)

                                                  October 18, 1997


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