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                              EXHIBIT NUMBER 4(a)2

                   CONTRACT FOR ACQUISITION OF THE PROPERTIES

      (This is an English translation of the Xiangzhang Garden Real Estate
                     Sale and Purchase Contract in Chinese)

                                     Between

                  Shanghai Jiu Sheng Investment Company Limited

                                       and

                            Manwide Holdings Limited

            Xiangzhang Garden Real Estate Sale and Purchase Contract

                               Date: June 16, 2004

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                                    Contents

Whereas:

<TABLE>
<S>                        <C>
Article 1                  Definitions

Article 2                  Subject Property

Article 3                  Information Disclosure

Article 4                  Restrictive Rights

Article 5                  Nature of Land and Transfer Procedure

Article 6                  Status of Construction Works and Title Processing

Article 7                  Presale

Article 8                  Consideration and Payment

Article 9                  Delivery of Subject Property

Article 10                 Insurance

Article 11                 Transaction Completion Date

Article 12                 Optional Terms

Article 13                 Alteration to Terms of Transaction

Article 14                 Property Management

Article 15                 Maintenance Arrangement

Article 16                 Mutual Assistance Obligation

Article 17                 Statement and Guarantee

Article 18                 Liability for Breach

Article 19                 Project Cooperation Team

Article 20                 Settlement of Dispute

Article 21                 Miscellaneous
</TABLE>

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Xiangzhang Garden Real Estate Sale and Purchase Contract

This "Xiangzhang Garden Real Estate Sale and Purchase Contract" (hereinafter
referred to as "this Contract") is signed by the two parties hereunder in
Shanghai, China on June 16, 2004:

Seller: Shanghai Jiu Sheng Investment Company Limited, a Chinese company with
limited liability established and in existence under the laws of People's
Republic of China, whose registered address is Unit 608, 187 South Wuning Road,
Jing'an District, Shanghai, with Li Baocheng as a legal representative
(hereinafter referred to as "Jiu Sheng Investment");

as one party hereto; and

Purchaser: Manwide Holdings Limited (Chinese name:, a foreign company
established and in existence under the laws of British Virgin Island, whose
registered address is The offices of Offshore Incorporations Limited, P.O. Box
957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands,
with Mr. Zhang Hanjie as an authorized representative (hereinafter referred to
as "Manwide Holdings");

as the other party hereto.

(The seller and purchaser aforesaid are referred to collectively as "both
parties" or individually as "one party" from time to time)

Whereas:

1.    Manwide Holdings and Jiu Sheng Investment have agreed unanimously with all
      the key transaction documents on the purchase by Manwide Holdings of the
      whole building of Xiangzhang Garden owned by Jiu Sheng Investment;

2.    After the signing of this Contract, Manwide Holdings intends to establish
      a foreign-invested enterprise in Shanghai under the name of Rosedale
      Property (Shanghai) Company Limited (a provisional name , the final name
      of it shall be the name set out in the business license to be issued) (
      hereinafter referred to as "Pakli Property"), which, once lawfully
      established, shall take over Manwide Holdings' rights and obligations
      under this Contract and all annexes hereto. Jiu Sheng Investment is fully
      aware of the arrangement to be made by Manwide Holdings and has agreed
      that Manwide Holdings' status as party to this Contract will then be
      succeeded by Pakli Property in accordance with the relevant provisions of
      Article 21 of this Contract.

      Hence, in the principles of honesty, credibility, willingness and
      equality, both parties have, through amicable consultation, come into an
      agreement in connection with the property transaction as follows.

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Article 1 Definitions

Both parties confirm that, in this Contract, the following expressions shall
have the following meanings:

1.    Signing Date: the date on which representatives of both parties sign or
      seal this Contract.

2.    Delivery Date: the date on which the ownership of the Subject Property
      (all or part of the properties of Xiangzhang Garden) under this Contract
      is transferred.

3.    Transaction Completion Date: the date on which all precedent conditions
      under Article 11 (1) of this Contract or all fundamental requirements
      under Article 13 (4) are satisfied or fulfilled, which shall be the date
      on which document(s) necessary to prove the last precedent condition or
      fundamental requirement has been satisfied or fulfilled is (are) issued.

4.    Transaction Date: the date on which Jiu Sheng Investment, after obtaining
      the integral property ownership certificate of the Subject Property
      hereunder, signs a standard "Shanghai Commodity Property Sale Contract" in
      the unified form used in Shanghai for the purpose of altering the
      ownership registration of the property with Manwide Holdings (or any third
      party designated by it), which will not occur until all precedent
      conditions under Clause 1 of Article 11 hereto of this Contract or all the
      fundamental requirements under Clause 4 of Article 13 hereto have been
      satisfied or fulfilled.

5.    Transfer Date: the date on which the Real Estate Exchange Center issues
      the integral property ownership certificate, in the name of Manwide
      Holdings (or any third party designated by it), of the Subject Property
      or, if Manwide Holdings finally exercises its right under this Contract to
      purchase part of Xiangzhang Garden at a consideration of Renminbi seventy
      million, of the part of Xiangzhang Garden it will purchase.

Article 2 Subject Property

1.    Unless otherwise provided in this Contract, the property to be acquired by
      Manwide Holdings from Jiu Sheng Investment under this Contract, which
      comprises the whole building of Xiangzhang Garden and all its pertaining
      interests (hereinafter collectively referred to as the "Subject Property"
      or " Xiangzhang Garden ").

2.    Xiangzhang Garden is located at Nos.219 and 229 Jiang Ning Road, Jing An
      District, Shanghai, the existing Land Use Right Certificate of which is
      Shanghai Real Property Ownership Certificate (Hu Fang Di Jing Zi (2002)
      No. 007070) and the Lot No. of which is hillock 8/1 (2), lane 92, Jiang
      Ning Road, Jing An District. It occupies a piece of state-owned land with
      an area of 5,493.50 sq. meters. Its state-owned land use right was
      obtained by way of transfer.

3.    Xiangzhang Garden has a frame structure, with two (2) floors of basement
      and twenty-four (24) upper floors with a gross floor area of 37,060.43 sq.
      meters (a provisional estimated figure, the final figure shall be the area
      set out in the integral property ownership certificate of Xiangzhang
      Garden to be obtained).

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Article 3 Information Disclosure

1.    In order to prove that Jiu Sheng Investment has the legal and integral
      real estate ownership of the Subject Property, Jiu Sheng Investment has
      provided Manwide Holdings with the government approvals and certificates
      regarding, among other things, land use right, property project and
      procedure of construction works, details of which are set out in an annex
      hereto headed "List of Inspection Documents".

2.    Jiu Sheng Investment has provided Manwide Holdings with a list regarding,
      among other things, the construction of and the equipments ordered for
      Xiangzhang Garden, to facilitate Manwide Holdings to understand the actual
      construction status of the Subject Property, details of which are set out
      in an annex hereto headed "List of Construction Works and Equipments
      Ordered" .

3.    Jiu Sheng Investment declares and warrants that the aforesaid documents it
      provided to Manwide Holdings are true and effective, and are documents
      that have to be noticed by Manwide Holdings when considering and deciding
      all conditions of the transactions under this Contract and constitute the
      basis for Manwide Holdings in doing so. In the event that Manwide Holdings
      suffers any economic loss of any nature as a result of untrue documents or
      corresponding information provided by Jiu Sheng Investment, Jiu Sheng
      Investment shall provide complete and adequate compensation.

Article 4 Restrictive Rights

1.    Jiu Sheng Investment declares that, as of the date of signing of this
      Contract, the Subject Property is not subject to any restrictive right of
      any nature (including, but not limited to, mortgage right, closing order
      and other judicial preservations and presale registration), except for the
      two Mortgage Guarantees stated below:

      (1)   the under-constructed Xiangzhang Garden has been pledged by Jiu
            Sheng Investment as collateral for a loan of Renminbi one hundred
            and seventy million (RMB170 million) from China Construction Bank
            Beijing branch Chaoyang sub-branch to Stellar Megamedia Co., Ltd.;

      (2)   the under constructed Xiangzhang Garden has been pledged by Jiu
            Sheng Investment for its loan of Renminbi one hundred and seventy
            million (RMB170 million) from China Minsheng Bank.

2.    Jiu Sheng Investment declares and warrants that all land premiums due or
      additional land premium under this Contract shall be borne by Jiu Sheng
      Investment.

3.    Jiu Sheng Investment declares and warrants that so far as known to Jiu
      Sheng, as of the date of signing of this Contract, there is no property
      rights dispute, creditors and debtors dispute, claims or right request of
      other nature claimed by any third party against the Subject Property or
      the land use right relating to the Subject Property, including those
      claimed against Jiu Sheng Investment in the future).

4.    Jiu Sheng Investment declares and warrants that the warranty under Clause
      1 to 3 above are true and in full force, and it will compensate completely
      and adequately in the event that Manwide Holdings suffers any economic
      loss of any nature as a result of untrue warranty.

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Article 5 Nature of Land and Transfer Procedure

1.    Jiu Sheng Investment undertakes and warrants that it will procure the
      change of land usage of the Subject Property under this Contract from
      "office" to "commercial/residential" or " land for commercial/ residential
      development", and procure the change of building usage from
      "commercial/office building" to "commercial/residential building" or
      "commercial/residential complex " within one hundred and fifty (150) days
      after the signing of this Contract. In these alterations, it shall be
      confirmed that the podium from the 1st to 4th floors of Xiangzhang Garden
      shall be used for commercial purpose, which the total gross floor area is
      7,836.49 sq. meters (a provisional figure, the final figure shall be the
      area set out in the integral property ownership certificate of Xiangzhang
      Garden to be obtained); the 5th to 24th floors of Xiangzhang Garden shall
      be used for residential purpose and the gross floor area of which shall be
      29,223.54 sq. meters (a provisional figure, the final figure shall be the
      area set out in the integral property ownership certificate of Xiangzhang
      Garden to be obtained). The fulfillment by Jiu Sheng Investment of its
      obligations to change land usage under the foregoing clauses in this
      Article is subject to the receipt of a consent thereto from the Shanghai
      Municipal Planning Commission, and all the expenses required to complete
      the alteration shall be borne by Jiu Sheng Investment. Upon receiving such
      consent, Jiu Sheng Investment shall notify Manwide Holdings in writing
      immediately, and in the event that it fails to receive such consent it
      shall also notify Manwide Holdings in writing no later than the date
      falling on the one hundred and fiftieth (150th) day after the signing of
      this Contract.

2.    Both parties agree that, in the event that Jiu Sheng Investment fails to
      complete the alteration of land usage within the period stipulated in
      Clause 1 of this Article, Manwide Holdings shall be entitled to the
      following options:

            (1)   Manwide Holdings may confirm that it will continue to acquire
                  the whole building of Xiangzhang Garden pursuant to this
                  Contract notwithstanding the failure to complete the
                  alteration of land usage;

            (2)   Manwide Holdings may, at its option, change the terms of the
                  transaction in accordance with Article 13 hereof, to purchase
                  certain units of Xiangzhang Garden at a total consideration of
                  Renminbi seventy million (RMB 70,000,000).

3.    Both parties confirm that Manwide Holdings shall exercise its options
      under Clause 2 herein by giving a notice in writing to Jiu Sheng
      Investment within thirty (30) working days after receiving the written
      notice issued by Jiu Sheng Investment in accordance with Clause 1 above,
      or failing which, it will be deemed that Manwide Holdings agrees to
      continue to purchase the whole building of Xiangzhang Garden pursuant to
      this Contract.

4.    Before the transfer of the Subject Property under this Contract to Manwide
      Holdings (or any third party designated by it), Jiu Sheng Investment shall
      pay up the land premium and complete the land use right transfer
      procedures of the Subject Property in accordance with the payment
      requirement regarding lands for commercial and residential development
      (or, the alteration of land uses fails to complete, lands for office
      purpose) and the relevant state and local laws.

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5.    When Jiu Sheng Investment completing the land use right transfer
      procedures and paying the land premium due or outstanding in accordance
      with terms of this Article above, all the requirements made by any
      government land authority in the land transfer contract (or documents of
      similar nature) shall not restrict the transaction purpose, conditions and
      estimated profit agreed by both parties under this Contract.

Article 6 Status of Construction Works and Title Processing

1.    Jiu Sheng Investment undertakes that the Subject Property hereunder can be
      legally used for the purpose of hotel apartment.

2.    Jiu Sheng Investment undertakes that during the period between the signing
      of this Contract and the Transaction Date, Jiu Sheng Investment shall
      complete all the necessary procedures as required by the national and
      local laws and regulations (including, but not limited to, the
      re-measurement of all the floors and each partitioned unit of the whole
      building of Xiangzhang Garden and approval and certification of the
      results thereof), so as to guarantee that Manwide Holdings will be issued
      an integral property ownership certificate for all the partitioned units
      specified in the annex in respect of all or part of the property of
      Xiangzhang Garden that are purchased under this Contract, and to
      facilitate Manwide Holdings in future resale on unit basis and obtain
      independent ownership certificate for each unit in due course.

3.    Jiu Sheng Investment shall solely bear all the expenses incurred for the
      fulfillment of its obligations under the Clauses 1 and 2 of this Article.
      However, after the signing of this Contract and all of its annexes, where
      Manwide Holdings requires any change to the partition status of unit (s)
      that has been specified in the annex hereto, the additional expenses
      thereof shall be borne by Manwide Holdings.

4.    Where this Contract comes into effect, both Jiu Sheng Investment and
      Manwide Holdings shall pay their respective taxes and charges regarding
      the transaction of Xiangzhang Garden under the national and local
      regulations in Shanghai.

5.    Both Parties confirm that, in the event Manwide Holdings exercise the
      option for selective purchase according to Clause 2 (4) of Article 9
      hereof or changes the transaction according to Article 13 hereof, Manwide
      shall bear the valuation fees, additional stamp duty and transaction
      handling fees and all the related costs (notwithstanding it is prescribed
      being payable by the seller or the purchaser) incurred as a result of a
      valuation of the Subject Property and a reclaim of tax on the basis of an
      accessed value by any party as required by the relevant government
      authorities (including financial and tax authorities and real estate
      transaction regulatory authorities).

Article 7 Presale

1.    Jiu Sheng Investment agrees that, on the condition that Jiu Sheng
      Investment has completed the alteration of land usage of Xiangzhang Garden
      under Article 1(5) hereof (or Manwide Holdings opts to purchase the whole
      building of Xiangzhang Garden under Clauses 2 and 3 of Article 5 hereof
      though Jiu Sheng Investment fails to complete the alteration of land usage
      of Xiangzhang Garden under Clause 1 of Article 5

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      hereof) , Manwide Holdings is entitled to decide at its own discretion to
      launch all or any part of the Subject Property for presale prior to the
      transfer of the Subject Property to Manwide Holding.

2.    Jiu Sheng Investment undertakes and warrants that it will be responsible
      for obtaining the "Commodity Property Presale Permit" of Xiangzhang Garden
      in the name of Jiu Sheng Investment within one hundred and fifty (150)
      days after the signing of this Contract and in the event that Jiu Sheng
      Investment has completed the alteration of land usage of Xiangzhang Garden
      specified in Clause 1 of Article 5 hereof to cause the land usage
      stipulated in the Presale Permit be altered accordingly.

3.    So long as Manwide Holdings is entitled to launch Xiangzhang Garden for
      presale pursuant to this Article, Jiu Sheng Investment shall provide
      Manwide Holdings with full and unconditional cooperation for the presale
      of Xiangzhang Garden and assist Manwide Holdings in completing necessary
      procedures. Details of which are set out in an annex hereto headed
      "Presale Arrangement Agreement".

Article 8 Consideration and Payment

1.    The total purchase price of the Subject Property amounts to Renminbi four
      hundred and fifty million (RMB 450,000,000), representing the whole and
      complete consideration payable by Manwide Holdings to Jiu Sheng Investment
      for obtaining the entire interests under this Contract and all its
      annexes. Unless otherwise provided in this Contract, or otherwise agreed
      in writing by and between both parties in the future, Jiu Sheng Investment
      shall not claim any additional cost of any nature by whatever reason
      against Manwide Holdings.

2.    Upon the signing of this Contract, Manwide Holdings shall pay Renminbi
      fifty million (RMB 50,000,000) to Jiu Sheng Investment and, since the date
      on which this Contract comes into effect, such amount shall serve as the
      deposit payable to Jiu Sheng Investment by Manwide Holdings in connection
      with the sale and purchase of the Subject Property under this Contract and
      shall be converted into a down payment pursuant to this Contract after the
      Transaction Completion Date. If this Contract does not finally take effect
      Jiu Sheng shall return the said Renminbi fifty million (RMB 50,000,000).

3.    Both parties confirm that, subject to Pakli Property, the new foreign
      invested enterprise to be established by Manwide Holdings in Shanghai,
      being legally established, Jiu Sheng Investment shall, in accordance with
      the annex hereto headed "Arrangement on Transfer of Payers of the
      Deposit", assist and cooperate with Manwide Holdings and Pakli Property to
      change the payer of the aforementioned deposit from Manwide Holdings to
      Pakli Property within ten (10) banking days after the authorized
      representative of Pakli Property signs and seals this Contract and all its
      annexes in accordance with Clause 10 of Article 21hereof.

4.    Manwide Holdings shall pay to Jiu Sheng Investment an amount of RMB
      20,000,000 (Renminbi twenty million ) within three (3) banking days after
      the Transfer Date under this Contract.

5.    The amount paid under Clause 2 above shall convert automatically into a
      down payment payable by Manwide Holdings for purchasing the Subject
      Property upon the signing of the standard "Shanghai

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      Commodity Property Sale Contract" in the unified form used in Shanghai on
      the Transaction Date.

6.    Both parties confirm that, except for the payment made under Article 2 and
      4 above, the balance of the total consideration specified in Article 1
      above amounting to Renminbi three hundred and eighty million
      (RMB380,000,000) shall be paid out of commercial loans extended to Manwide
      Holdings by a domestic bank secured by the Subject Property. Jiu Sheng
      Investment undertakes that, prior to transfer, it will ensure , on or
      after the transfer of the Subject Property, a bank commercial loan of not
      less than Renminbi three hundred and eighty million (RMB380,000,000) in
      total be obtained by Manwide Holdings, which is repayable in no less than
      three (3) years and bears interests at a rate no higher than 110% of the
      comparable benchmark interest rate prevailing on the date when the loan is
      extended.

7.    Both parties confirm that, subject to the signing of this Contract,
      without the prior written consent of Manwide Holdings, Jiu Sheng
      Investment shall not sign, with the Subject Property as collateral,
      contracts of any nature (especially borrowing contracts) with any entity
      (including, but not limited to, banks, financial institutions and other
      parties not being a natural person) or natural person, otherwise, Manwide
      Holdings is entitled to unilaterally terminate this Contract (in which
      case, this Contract shall lapse automatically since the date on which
      Manwide Holdings issues the notice to terminate this Contract), and to
      demand Jiu Sheng Investment to repay all paid-up amount within seven (7)
      days from the termination of this Contract, together with interest accrued
      at the prevailing bank interest rate of the bank loans for a same term
      from the actual payment date to the actual repayment date.

Article 9 Delivery of Subject Property

1.    Jiu Sheng Investment undertakes that it will complete the construction
      works of Xiangzhang Garden in line with the designed standards currently
      confirmed by both parties and make it ready for trial operation within one
      hundred and eighty (180) days after the signing of this Contract. Jiu
      Sheng Investment shall complete the completion testing work of Xiangzhang
      Garden within ninety (90) days after the completion of Xiangzhang Garden,
      and obtain the integral property ownership certificate for the Subject
      Property within ninety (90) days after the completion testing work of
      Xiangzhang Garden. Both parties confirm that the construction period of
      Xiangzhang Garden may be extended in the event that Manwide Holdings
      proposed additional requests for modification not included in this
      Contract and its annexes.

2.    Jiu Sheng Investment undertakes and guarantees that, if it fails to have
      Xiangzhang Garden completed and ready for trial-operation in line with the
      designed standards confirmed by both parties upon signing of this Contract
      within one hundred and eighty (180) days as stipulated in Clause 1 of this
      Article, Manwide Holdings shall be entitled to opt and exercise one of the
      following rights at its discretion:

      (1)   immediately terminate this Contract at its discretion by giving a
            written notice to Jiu Sheng Investment, and require Jiu Sheng
            Investment to repay the full amount of the money paid by Manwide
            Holdings under this Contract, together with interests (from the
            payment date to the repayment date based on the prevailing bank
            lending rate), within seven (7) days upon receiving the notice.

      (2)   extend the term of one hundred and eighty (180) days mentioned above
            by giving a written notice to Jiu

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            Sheng Investment, and the details of the extension shall be
            specified by Manwide Holdings at its discretion in due course,
            provided that during the extension, Jiu Sheng Investment shall pay
            to Manwide Holdings a default penalty of Renminbi two hundred
            thousand (RMB200,000) per day up to the date of delivery or
            expiration of the extension, and Manwide Holdings is entitled to
            deduct directly the aforesaid default penalty payable by Jiu Sheng
            Investment from the consideration of the transaction payable to Jiu
            Sheng Investment under this Contract. If Manwide Holdings finally
            exercises its right hereunder to purchase part of Xiangzhang Garden
            at a total consideration of Renminbi seventy million (RMB70
            million), Jiu Sheng Investment shall pay the accrued default penalty
            to Manwide Holdings on the Transaction Date. If Jiu Sheng Investment
            fails to have Xiangzhang Garden completed and ready for
            trial-operation in line with the designed standards currently
            confirmed by both parties within the extended period, Manwide
            Holdings shall be entitled to continue to exercise each of the
            options under Clause 2 of this Article 9 (including this
            sub-paragraph (2));

      (3)   take over the construction project of Xiangzhang Garden immediately
            after giving a written notice to Jiu Sheng Investment. Jiu Sheng
            Investment shall ensure all the project take-over works to be
            completed within fifteen (15) days upon receiving the written notice
            from Manwide Holdings, and provide all the necessary cooperation
            (including presentation of all the necessary written document(s) to
            external parties or going through all the necessary project
            procedures in the name of Jiu Sheng Investment) unconditionally to
            Manwide Holdings upon the take-over by Manwide Holdings after the
            take-over of Xiangzhang Garden. Jiu Sheng Investment is still liable
            to pay to external parties the construction cost, but the payment
            shall be controlled directly by Manwide Holdings. If Manwide
            Holdings believes the project will be delayed due to Jiu Sheng
            Investment's inability to make the construction payment, Manwide
            Holdings is entitled to pay the relevant project payment at its
            discretion instead. (Manwide Holdings shall be entitled to deduct
            directly the construction cost paid by it from the transaction
            consideration payable to Jiu Sheng Investment under this Contract);

      (4)   by giving a written notice to Jiu Sheng Investment, opt to change
            the transaction subject hereunder, that is, Manwide Holdings is
            entitled not to buy the whole building of Xiangzhang Garden, but opt
            to purchase certain floors representing 51% of the total gross floor
            area of Xiangzhang Garden building at a consideration of Renminbi
            seventy million (RMB70 million) (the specific floors shall be stated
            and determined by Manwide Holdings at its discretion, and the data
            on the gross floor area of Xiangzhang Garden and the floor area of
            each floor necessary in determining the 51% purchase ratio referred
            herein shall be subject to the related gross area specified in the
            annex hereto headed "Area Schedule of Xiangzhang Garden",
            notwithstanding any difference between the data and those specified
            in the preliminary documentation of Xiangzhang Garden or those
            specified in the finalized gross area as per the survey carried
            out). If a case entitling Manwide Holdings to opt to execute this
            item (4) turns out in future, related provisions hereunder (other
            than provisions on specific floors purchased) on alteration of the
            transaction shall apply automatically.

      (5)   agree that Jiu Sheng Investment continues to complete the
            construction of Xiangzhang Garden by giving a written notice to Jiu
            Sheng Investment, till the project is completed and ready for
            trial-operation in line with the designed standards currently
            confirmed by both parties, provided that Jiu Sheng Investment shall
            pay an accrued default penalty of Renminbi twenty thousand
            (RMB200,000)

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            per day to Manwide Holdings up to the date on which Xiangzhang
            Garden is completed and ready for trial-operation in line with the
            designed standards currently confirmed by both parties. Manwide
            Holdings is entitled to deduct directly the aforesaid default
            penalty payable by Jiu Sheng Investment from the consideration of
            the transaction payable to Jiu Sheng Investment under this Contract.
            If Manwide Holdings finally exercises its right hereunder to
            purchase part of Xiangzhang Garden at an aggregate consideration of
            Renminbi seventy million (RMB70 million), Jiu Sheng Investment shall
            pay the accrued default penalty to Manwide Holdings on the
            Transaction Date.

3.    The specific Delivery Date of the Subject Property (or parts of Xiangzhang
      Garden), which is ready for trial-operation, shall be otherwise negotiated
      by both parties, provided that Jiu Sheng Investment shall deliver the
      Subject Property (or parts of Xiangzhang Garden) to Manwide Holdings no
      later than fifteen (15) days after Xiangzhang Garden is completed and
      ready for trial-operation in line with the designed standards confirmed by
      both parties when signing of this Contract.

4.    Both parties confirm that, after the completion approval, the construction
      conditions of the Subject Property shall comply with the following
      agreements reached by both parties:

      (1)   the layout plan and partition status of each floor (including the
            two basement levels) shall be in line with the illustration shown in
            the annex hereto headed "Layout Plan of Each Floor";

      (2)   installment works shall be in line with provisions in the annex
            hereto headed "Delivery Standard of Installment Works";

      (3)   exquisite decoration (including all the outdoor decoration) shall be
            in line with provisions in the annex hereto headed "Delivery
            Standard of Exquisite Decoration";

      (4)   The decoration equipment conditions of each unit in the building
            shall be in line with those of the sample house and related public
            area, and the relevant agreements on the sample house and related
            public area are set out in the annex hereto headed "Options in
            Sample House and Decoration Equipment Arrangement";

      (5)   All the furniture appliances of each unit in the building shall be
            in line with provisions in the annex hereto headed "Furniture
            Appliance Equipment Standard".

5.    When the Subject Property (or part of Xiangzhang Garden) is delivered,
      both parties shall sign a delivery confirmation on the Delivery Date, and
      the signature thereon shall be taken as a mark of the delivery of the
      Subject Property (or part of Xiangzhang Garden). Jiu Sheng Investment
      shall deliver the related documents on the Delivery Date to Manwide
      Holdings, which shall include the whole completion layout of Xiangzhang
      Garden and the related agreements on the maintenance of equipment and
      establishment of Xiangzhang Garden. Details of the documents to be
      delivered are set out in the annex hereto headed "List of Project Handover
      Documents".

6.    The risk liability of the Subject Property (or part of Xiangzhang Garden)
      delivered by Jiu Sheng

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      Investment shall be transferred to Manwide Holdings (or a third party
      designated by Manwide Holdings) on the date of the transfer. The risk
      liability under this clause refers to the destruction or damage of the
      Subject Property due to force majeure or accidents out of the control of
      any party hereto.

Article 10  Insurance

1.    Jiu Sheng Investment undertakes that it has purchased necessary project
      insurance for the Subject Property, and maintained the insurance coverage
      throughout the construction period, till the Subject Property (or part of
      Xiangzhang Garden) is delivered to Manwide Holdings.

2.    Both parties confirm that all the insurance premiums are borne by Jiu
      Sheng Investment before the Subject Property is delivered to Manwide
      Holdings.

3.    Upon signing of this Contract, any insurance indemnity in respect of the
      Subject Property shall be deposited in a bank account jointly controlled
      by both parties, and shall be applied only for agreed purposes. Jiu Sheng
      Investment shall not utilize the amount.

Article 11 Transaction Completion Date

1.    The property transaction is conditional upon the satisfaction of all the
      following precedent conditions, unless Manwide Holdings indicates in
      writing to waiver one or more of the following precedent conditions:

            (1)   Jiu Sheng Investment has been granted the real estate
                  ownership certificate of Xiangzhang Garden (integral property
                  ownership certificate), which shall specify that the title to
                  the land is obtained by way of assignment or transfer, the
                  authorized land usage is "commercial/residential" or "land for
                  commercial/residential development", the building usage is
                  "commercial/residential building" or "commercial/residential
                  complex", and state that the podium from the 1st to 4th floors
                  shall be used for commerce purpose and the gross floor area of
                  which is 7,836.49 sq. meters (a provisional estimated figure,
                  the final figure shall be the area set out in the property
                  ownership certificate); the 5th to 24th floors shall be used
                  for residential purpose and the gross floor area of which is
                  29,223.54 sq. meters (a provisional estimated figure, the
                  final figure shall be the area set out in the property
                  ownership certificate). In addition, the number and area of
                  each unit at each floor set out in the schedule shall be in
                  line with the annex hereto headed "Site Plan for Each Floor of
                  Xiangzhang Garden", so that Manwide Holdings can obtain a
                  separate real estate certificate for each of the units for
                  future sale;

            (2)   Jiu Sheng Investment has altered the nature of the land of
                  Xiangzhang Garden from "office" to "commercial/residential" or
                  "land for commercial/residential development", and has paid up
                  the land premium of Xiangzhang Garden in accordance with the
                  paying standard of lands for commercial and residential
                  development and has obtained the receipts thereof from land
                  authorities;

<PAGE>

            (3)   Jiu Sheng Investment has submitted to Manwide Holdings a
                  guarantee issued by a third party to the satisfaction of
                  Manwide Holdings, together with relevant documents to the
                  satisfaction of Manwide Holdings and sufficient to evidence
                  the guarantee ability of the third party, which warrants that
                  the property rights of Xiangzhang Garden are not subject to
                  any third party right of any nature and, in the event that
                  Manwide Holdings suffers any loss arising from any breach of
                  the guarantee, the third party shall severally and jointly
                  with Jiu Sheng Investment compensate Manwide Holdings.

            (4)   Jiu Sheng Investment and Manwide Holdings have signed the
                  confirmation letter on the completion of the installation,
                  exquisite decoration, furnishing and logo design of Xiangzhang
                  Garden (logo design shall be completed by Manwide Holdings
                  with the assistance of Jiu Sheng Investment);

            (5)   All maintenance arrangements for Xiangzhang Garden have been
                  completed in accordance with this Contract.

            (6)   Jiu Sheng Investment has procured that Manwide Holdings would
                  be granted the commercial loan with terms specified in Clause
                  6 of Article 8 hereof on or after the transfer of Subject
                  Property, and has provided evidence thereto as authorized by
                  Manwide Holdings.

2.    Both parties confirm that all precedent conditions under Clause 1 of
      Article 11 above shall be satisfied by 1st June 2005, unless otherwise
      provided in this Contract.

3.    In the event that all precedent conditions to the completion of the
      transaction set out in this Article are duly satisfied, both parties shall
      sign a standard "Shanghai Commodity Property Sale Contract" in the unified
      form used in Shanghai for the purpose of altering the ownership
      registration of the property within ten (10) working days after the
      Transaction Completion Date and complete the property transfer procedures.

Article 12 Optional Terms

1.    In the event that any one of the precedent conditions to the completion of
      the transaction has not been satisfied by the end of the period specified
      under Clause 2 of Article 11 hereof, Manwide Holdings shall grant Jiu
      Sheng Investment an extension period (no less than sixty (60) days,
      subject to a further notice) to satisfy all the precedent conditions under
      Clause 1 of Article 11 hereof.

2.    In the event that Jiu Sheng Investment fails to satisfy all the precedent
      conditions to the completion of the transaction by the end of the
      extension period granted by Manwide Holdings under Clause 1 above, Manwide
      Holdings shall be entitled to terminate this Contract at its discretion by
      giving a written notice to Jiu Sheng Investment and Jiu Sheng Investment
      shall repay all amount paid by Manwide Holdings under this Contract within
      seven (7) days after receiving the notice, together with interests accrued
      at the prevailing bank interest rate of bank loans for a same term from
      the actual payment date to the actual repayment

<PAGE>

Article 13 Alteration to Terms of the Transaction

1.    In the event that Manwide Holdings opts to alter the terms of the
      transaction under Article 10 hereof, Jiu Sheng Investment is obliged to
      execute the transaction in accordance with the following clauses.

2.    Manwide Holdings does not purchase from Jiu Sheng Investment the whole
      building of Xiangzhang Garden, but purchases part of Xiangzhang Garden as
      set out in the annex hereto headed "Subject Property after Alteration".

3.    The total consideration at which Manwide Holdings purchases the property
      specified in Clause 2 of this Article is Renminbi seventy million
      (RMB70,000000), and constitutes the complete and adequate consideration
      for obtaining all the real estates and pertaining interests thereof.

4.    Both parties confirm that the part of Xiangzhang Garden to be purchased by
      Manwide Holdings under this Article shall meet the following fundamental
      requirements:

            (1)   Jiu Sheng Investment has been granted the real estate
                  ownership certificate of Xiangzhang Garden (integral property
                  ownership certificate), and the number, partition status and
                  unit area of each unit at each floor to be purchased by
                  Manwide Holdings as set out in the schedule of the integral
                  property ownership certificate shall be in line with the annex
                  hereto headed "Site Plan for Each Floor of Xiangzhang Garden",
                  so that Manwide Holdings can obtain a separate real estate
                  certificate for each of the units for future sale;

            (2)   In order to ensure that the title to the land shown in the
                  real estate ownership certificates of the part of Xiangzhang
                  Garden to be purchased by Manwide Holdings is "obtained by way
                  of assign", Jiu Sheng Investment has paid up the land premiums
                  for the part of Xiangzhang Garden to be purchased by Manwide
                  Holdings in accordance with the state and local regulations
                  and has obtained the receipts from land authorities;

            (3)   Jiu Sheng Investment has withdrawn all the mortgage rights set
                  out in Clause 1 of Article 4 hereof and the Subject Property
                  is not subject to any other mortgage rights or restrictive
                  rights (including, but not limited to, mortgage right,
                  attachment and other judicial preservations and presale
                  registration);

            (4)   Jiu Sheng Investment has submitted to Manwide Holdings a
                  guarantee issued by a third party to the satisfaction of
                  Manwide Holdings, together with relevant documents to the
                  satisfaction of Manwide Holdings and sufficient to evidence
                  the guarantee ability of the third party, which warrants that
                  the property rights of Xiangzhang Garden are not subject to
                  any third party right of any nature and, in the event that
                  Manwide Holdings suffers any loss arising from any breach of
                  the guarantee, the third party shall compensate Manwide
                  Holdings severally and jointly with Jiu Sheng Investment;

            (5)   Both parties sign the confirmation letter on the completion of
                  the installation, exquisite decoration,

<PAGE>

                  furnishing and logo design of the part of Xiangzhang Garden to
                  be purchased by Manwide Holdings (logo design shall be
                  completed by Manwide Holdings with the assistance of Jiu Sheng
                  Investment);

            (6)   All maintenance arrangements for the part of Xiangzhang Garden
                  to be purchased by Manwide Holdings have been completed in
                  accordance with Article 15 hereof.

5.    Jiu Sheng Investment shall procure the satisfaction of all the six
      fundamental requirements under Clause 4 of this Article within thirty (30)
      days after receiving the notice sent by Manwide Holdings under Clause 2 of
      Article 12 hereof on altering the implementation of the transaction under
      this Article, otherwise Jiu Sheng Investment shall be liable for the
      payment of a default penalty for late delivery based on 0.05% of Renminbi
      fifty million per day to Manwide Holdings till all the fundamental
      requirements above are satisfied.

6.    Jiu Sheng Investment shall sign a standard "Shanghai Commodity Property
      Sale Contract" in the unified form used in Shanghai for the purpose of
      altering the registration ownership of the property and go through the
      real estate transfer procedures within ten (10) working days after
      receiving the notice (if any fundamental requirement under Clause 4 of
      this Article has not been satisfied, it shall be extended to the date on
      which all the fundamental requirements have been satisfied) sent by
      Manwide Holdings under Clause 2 of Article 12 hereof on altering the
      implementation of the transaction under this Article.

7.    When signing a standard "Shanghai Commodity Property Sale Contract" in the
      unified form used in Shanghai under Clause 6 of this Article, both parties
      shall sign a confirmation letter on pertaining interests of Xiangzhang
      Garden, which shall specify the principles as follows:

      (1)   Manwide Holdings is entitled to obtain pertaining interests of
            Xiangzhang Garden together with the entitlement to operating income
            therefrom under item (2) of this Clause after the completion of the
            alteration of the transaction under this Article;

      (2)   Pertaining interests of Xiangzhang Garden under item (1) include:

            (a)   The permanent entitlement to the usage, operation and
                  participation (including, but not limited to, the rights of
                  emplacing and gaining operating income, etc. from signs,
                  billboards, light-boxes or other kind of advertisement
                  carriers) of the whole covering of Xiangzhang Garden
                  (including the covering of the podium and the tower);

            (b)   The permanent entitlement to the usage, operation and
                  participation (including, but not limited to, the rights of
                  emplacing and gaining operating income, etc. from signs,
                  billboards, light-boxes or other kind of advertisement
                  carriers) of the whole external facade of the podium of
                  Xiangzhang Garden;

            (c)   The permanent entitlement to the usage, operation and
                  participation (including, but not limited to, the rights of
                  emplacing and gaining operating income, etc. of signs,
                  billboards, light-boxes or other

<PAGE>

                  kind of advertisement carriers, and of open parking space) of
                  the whole outdoor space of Xiangzhang Garden (from the outdoor
                  edge of the building to the curbside) and the external facade
                  of other buildings, structures or facilities and equipment
                  (include all facade and topside area) erecting thereon;

            (d)   The rights to name and rename the whole building of Xiangzhang
                  Garden (include the podium and the tower);

            (e)   If Jiu Sheng Investment sells the remaining properties to
                  others in future, it shall also ensure the transferees (except
                  for self-occupied transferees), to entrust Manwide Holdings
                  (or a third party designated by Manwide Holdings) for
                  operating management.

      (3)   Jiu Sheng Investment shall warrant that it shall not cause any
            damage or dispute on the pertaining rights of Manwide Holdings when
            it sells the remaining parts of Xiangzhang Garden in future.
            Meanwhile, when Jiu Sheng Investment sells the remaining parts, it
            shall obtain the undertakings or similar written agreements on
            waiver of any right claims for the pertaining interests of
            Xiangzhang Garden (the content of such undertakings or written
            agreements shall be approved by Manwide Holdings, and the authentic
            signed copies of which shall also be filed with Manwide Holdings).

8.    Jiu Sheng Investment agrees that upon signing of this Contract, it shall
      be responsible for ensuring the annex hereto headed "Letter of
      Undertakings and Warranties" to be signed by the corresponding principals
      of each party as required by Manwide Holdings, and then to take effect.

9.    Both parties confirm that wordings which have not been illustrated in
      particular hereof shall have the same meaning as in other Articles in this
      Contract; where there is any discrepancy between any provision in this
      Article 13 and those in other Articles hereof, this Article shall prevail
      for the interpretation or execution. Anything not covered in this Article
      shall be executed according to other related provisions hereof.

Article 14 Property Management

1.    Jiu Sheng Investment undertakes that, no matter Manwide Holdings purchases
      either the whole building of Xiangzhang Garden or part of which under this
      Contract, the property management right of the whole building of
      Xiangzhang Garden shall be vested in Manwide Holdings or other companies
      (affiliates or business partners of Manwide Holdings) otherwise specified
      by Manwide Holdings. Both parties shall sign the annex hereto headed
      "Xiangzhang Garden Property Management Right Entrust Agreement" before the
      Delivery Date hereunder, and Manwide Holdings or the other company
      designated by it shall be entitled to obtain all the property management
      right of Xiangzhang Garden in future thereunder.

2.    Both parties confirm that, since the Delivery Date hereunder, Manwide
      Holdings shall be immediately entitled to take over the property
      management function of Xiangzhang Garden, and to deal with all the issues
      relating to the property management of the building (including promotion
      and advertisement, soliciting tenancy, preparing and signing tenancy
      agreements, exercising the rights under lease, etc.) at its discretion,
      and to sign related agreements with and present necessary explanations to
      the public.

<PAGE>

3.    Both parties confirm that, if Manwide Holdings or another company
      designated by Manwide Holdings is unable to exercise the property
      management right hereunder for the time being due to a lack of
      qualification in property management, Jiu Sheng Investment shall give
      sufficient assistance to Manwide Holdings to ensure Manwide Holdings to
      exercise the property management right hereunder.

Article 15 Maintenance Arrangement

1.    Jiu Sheng Investment undertakes that, it will ensure Manwide Holdings to
      enjoy all the related maintenance service after the delivery of the
      Subject Property or part of Xiangzhang Garden. Such maintenance services
      include the maintenance obligations specified in the construction
      contracts between Jiu Sheng Investment and all the construction
      contractors involved in the construction of Xiangzhang Garden, and those
      not contracted but stipulated to be undertaken by the construction
      contractors under the national and local laws and regulations in respect
      of the quality assurance maintenance of a building construction project.

2.    To fulfill the undertakings mentioned in Clause 1 of this Article, Jiu
      Sheng Investment agrees that, within thirty (30) days after finishing the
      completion testing work of Xiangzhang Garden, it will procure each of the
      original construction contractors who assume respective obligations for
      the quality assurance maintenance of Xiangzhang Garden to sign a
      maintenance agreement with Manwide Holdings, so that Manwide Holdings can
      enjoy the maintenance rights under each of the construction contracts; or
      Jiu Sheng Investment shall present a letter of attorney or right transfer
      letter in respect of maintenance issues to ensure Manwide Holdings is
      entitled to claim the interests of maintenance or necessary assistances
      from relevant construction contractors. If, under the relevant national
      laws or project construction contracts, Jiu Sheng Investment is entitled
      to detain the maintenance fund that has not been advanced to the
      construction contractors, Jiu Sheng Investment shall pass such maintenance
      fund to Manwide Holdings.

Article 16 Mutual Assistance Obligation

1.    Jiu Sheng Investment and Manwide Holdings shall, on honest fiduciary
      basis, assist each other, if necessary, in performing its obligations
      hereunder and assist the other party in exercising its rights hereunder.

2.    Within three (3) days after signing of this Contract, Jiu Sheng Investment
      shall arrange necessary office premises for the project team appointed by
      Manwide Holdings at the construction site, so that the team representing
      Manwide Holdings can supervise all the remaining construction works till
      its completion.

3.    Both parties confirm that, after signing of this Contract, any
      construction contract regarding the construction of the Subject Property
      or such documents as equipment and material purchase contracts with third
      parties shall be reviewed and approved by the project team representing
      Manwide Holdings prior to the signing of which. After signing of this
      Contract, Jiu Sheng Investment shall seek approval by signature from the
      members representing Manwide Holdings before making construction payments
      by phases if the members representing Manwide Holdings so required.

<PAGE>

4.    To ensure a smooth progress of Xiangzhang Garden, either party shall not
      disclose the dealings under this Contract to the construction contractors
      or any third party before finishing the completion testing of the Subject
      Property.

5.    Both parties shall cooperate to report the consideration to, and deal with
      the transfer procedures with, the real estate transaction authorities.

6.    Both parties shall assist each other when Manwide Holdings takes over the
      property management function of Xiangzhang Garden, and Jiu Sheng
      Investment shall provide all the necessary assistances to ensure a smooth
      transfer of the property management right.

Article 17 Statement and Guarantee

1.    Jiu Sheng Investment makes the following irrevocable statements and
      guarantees to Manwide Holdings:

      (1)   Jiu Sheng Investment warrants that, Manwide Holdings may legally
            transfer or lease out the Subject Property (or part of Xiangzhang
            Garden) subject to relevant legal approval procedures;

      (2)   Jiu Sheng Investment shall ensure that no liability or right of any
            nature concerning the Subject Property will be created in favor of
            the construction contractors due to their construction works. In
            case of any economic loss of any nature suffered by Manwide Holdings
            as a result of any dispute between Jiu Sheng Investment and the
            construction contractors, Jiu Sheng Investment shall assume the
            liability arising from breaching this Contract and shall provide
            complete and adequate compensation;

      (3)   Jiu Sheng Investment is a company duly registered under the laws of
            People's Republic of China with limited liability in its legal
            existence, with the qualification of an independent legal person, a
            complete and independent legal status and legal capacity to sign and
            perform this Contract. Jiu Sheng Investment can also be taken as an
            independent party of legal proceedings;

      (4)   Before and upon signing of this Contact, there is no legal
            proceedings against Jiu Sheng Investment threatening or pending
            which may affect the fulfillment of obligations by Jiu Sheng
            Investment hereunder;

      (5)   The execution and the implementation of this Contract constitute no
            violation of any law, regulation and policy of the People's Republic
            of China;

      (6)   The execution and implementation of this Contract by Jiu Sheng
            Investment constitute no violation of any provision of its Articles
            of association, nor any stipulation in contracts or agreements
            signed with third parties; and

      (7)   The undertakings and guarantees made by Jiu Sheng Investment
            hereunder are true, accurate and complete, without any withheld or
            misleading information. Jiu Sheng Investment guarantees to
            compensate all the losses suffered by Manwide Holdings due to
            untruth, inaccuracy or incompletion of

<PAGE>

            the undertakings or guarantees made by it.

2.    Manwide Holdings makes the following irrevocable statements and guarantees
      to Jiu Sheng Investment:

      (1)   Manwide Holdings is a company duly registered under the laws of
            British Virgin Island with limited liability in its legal existence,
            with the qualification of an independent legal person, a complete
            and independent legal status and legal capacity to sign and perform
            this Contract. Manwide Holdings can be taken as an independent
            principal of legal proceedings;

      (2)   Upon the establishment of Pakli Property in future, Pakli Property
            will immediately become a company duly registered under the laws of
            People's Republic of China with limited liability in its legal
            existence, with the qualification of an independent legal person, a
            complete and independent legal status and legal capacity to sign and
            perform this Contract. Pakli Property can be taken as an independent
            principal of legal proceedings;

      (3)   The execution and the implementation of this Contract constitute no
            violation of any laws of British Virgin Island or the People's
            Republic of China;

      (4)   The execution and implementation of this Contract by Manwide
            Holdings constitute no violation of any provision of its Articles of
            association, nor any stipulation in contracts or agreements signed
            with third parties;

      (5)   The undertakings and guarantees made by Manwide Holdings hereunder
            are true, accurate and complete, without any withheld or misleading
            information. Manwide Holdings guarantees to compensate all the
            losses suffered by Jiu Sheng Investment due to the untruth,
            inaccuracy or incompletion of the undertakings or guarantees made by
            it; and

      (6)   Manwide Holdings shall be liable to pay each installment hereunder
            as scheduled and assist Jiu Sheng Investment in going through the
            procedures for the transfer of the real estate ownership of the
            Subject Property.

3.    Jiu Sheng Investment agrees that, upon signing of this Contract, it will
      immediately provide a copy of "Third Party Guarantee" to Manwide Holdings,
      whose content and guarantor shall be certified and confirmed by Manwide
      Holdings (If Manwide Holdings disagrees, Jiu Sheng Investment shall amend
      or alter it to the satisfaction of Manwide Holdings). The "Third Party
      Guarantee" shall be enclosed as an annex to this Contract and shall
      specify that the guarantor shall undertake the following responsibilities:

            (1)   To ensure Jiu Sheng Investment will satisfy the condition
                  precedents to the completion of the transaction under Clause 1
                  (4) of Article 11 hereof and undertake corresponding related
                  liability;

            (2)   To ensure Jiu Sheng Investment will satisfy the essential
                  requirements under Clause 4 (4) of Article 13 hereof and
                  assume corresponding related liability if Manwide Holdings
                  opts to execute the altered transaction under Article 13
                  hereof according to related stipulations hereof;

<PAGE>

            (3)   To assume the related liability for repayment jointly with Jiu
                  Sheng Investment in respect of the corresponding repayment
                  obligation of Jiu Sheng Investment when Manwide Holdings
                  withdraw this Contract at its discretion under the relevant
                  stipulations hereof; and

            (4)   To assume the related liability for compensation jointly with
                  Jiu Sheng Investment in respect of the payment of default
                  penalty for late delivery if Jiu Sheng Investment pays to
                  Manwide Holdings the accrued default penalty for late delivery
                  under relevant stipulations in Clause 2 of Article 9 hereof.

Article 18 Liability for Breach

1.    The Contract shall have legal binding effect on both parties upon signing,
      and each party shall strictly fulfill obligations hereunder and those
      under the annexes respectively, and assume its corresponding liabilities
      for breach.

2.    Both parties confirm that, upon signing of this Contract, Jiu Sheng
      Investment shall not sell all or any part of Xiangzhang Garden to any
      third party in any way, otherwise it will be taken as essential default.
      In such case, Manwide Holding shall be entitled to demand immediate double
      repayment of the performance bond from Jiu Sheng Investment.

Article 19 Project Cooperation Team

1.    For the purpose of a smooth performance of this Contract, including, but
      not limited to, such works as decoration and equipment deployment, both
      parties shall form a project team (members of which are set out in the
      annex hereto headed "List of Members of Project Team") within three (3)
      days after signing of this Contract to facilitate the completion of
      transactions hereunder.

2.    All the agreements or documents signed by a project term member appointed
      by both parties during the course of transactions contemplated under this
      Contract shall constitute automatically acts of the party he/she
      represents, and no common seal of the party he/she represents is needed.

Article 20 Dispute Settlement

The Contract is governed by laws and regulations of the People's Republic of
China. Parties hereto shall settle any dispute arising from, relating to or in
connection with this Contract through negotiation, and any dispute that cannot
be settled through negotiation shall be referred to the competent people's court
in Shanghai.

Article 21 Miscellaneous

1.    Both parties of this Contract are obliged to keep the confidentiality of
      the contents of this Contract and the signing thereof, and each of them
      shall also keep the confidentiality of all business information of the
      other party that come into its knowledge when implementing this Contract,
      failing which, it shall bear the legal consequences accordingly.

<PAGE>

2.    The captions and headings in this Contract are inserted for reference
      only, and shall in no case be used for or affect the interpretation of
      this Contract.

3.    Each party to this Contract enter into this Contract for lawful purposes.
      Articles in this Contract are severable and independent from one other
      (except for Articles, which are not independent from other Articles in the
      context of its content or original intention). If one or more Article(s)
      of this Contract become(s) invalid, illegal or unenforceable at any time,
      the validity, legality and enforceability of the remaining Articles shall
      in no way be effected, and both parties shall make every effort to
      conclude new Articles in lieu of the invalid, illegal or unenforceable
      Articles so as to achieve the business purposes in line with the original
      Articles to a substantial extent.

4.    Nothing in this Contract shall be construed to create or evidence an
      agency, partnership or any other joint venture relationship between the
      parties hereto. In the event of a conflict between the terms of this
      Contract and any provision of other written agreements, the terms of this
      Contract shall prevail.

5.    Notice: Any notice, petition, request and other communication required by
      or made pursuant to this Contract shall be in writing and be served in
      following manners:

   To Jiu Sheng Investment:

      Send to:

      Address:    Room 4F418, 1250 Xinza Road, Jing An District, Shanghai

      ZIP Code:   200042

      Fax:        0086 - 21 - 52130641 or 0086 - 21 - 62565927

      Or send to:

      Address:    Unit A, 16th Floor, China Merchants Building, 118 Jianguo
                  Road, Beijing

      ZIP Code:   100022

      Fax:        0086 - 10 - 65674195

   To Manwide Holdings:

      Send to:

      Address:    8/F Paul Y Centre, 51 Hung To Road, Kwun Tong, Kowloon,
                  Hong Kong

      Fax:        00852-25420298

      Such notice or other communication shall be deemed to be duly served
      immediately upon sending by fax, or at the time of delivery if delivered
      by hand, or five (5) days after deposited in the mailbox if sent by post.

6.    Any party not requesting the other party to perform its duty under this
      Contract shall not affect its right to do so thereafter, and any party not
      pursuing the other party's liability for violating any Article of this
      Contract shall not be deemed as a waiver of the Article. Any renunciation
      of any right shall be made in writing.

<PAGE>

7.    Annexes hereto comprise the following documents, which are integral parts
      of, and have the same legal effect as, this Contract:

            (1)   List of Inspection Documents

            (2)   List of Construction Works and Equipments Ordered

            (3)   Presale Arrangement Agreement

            (4)   Arrangement on Transfer of Payers of Performance Bond

            (5)   Area Schedule of Xiangzhang Garden

            (6)   Layout Plan of Each Floor

            (7)   Delivery Standard of Installment Works

            (8)   Delivery Standard of Exquisite Decoration

            (9)   Options in Sample House and Decoration Equipment Arrangement

            (10)  Furniture Appliance Equipment Standard

            (11)  List of Project Handover Documents

            (12)  Subject Property after Alteration

            (13)  Letter of Undertakings and Warranties

            (14)  Xiangzhang Garden Property Management Right Entrust Agreement

            (15)  Third party Guarantee

            (16)  List of Members of Project Team

8.    Although all the annexes hereto are integral parts of this Contract, each
      annex and its provisions (except for Articles that are not independent
      from others in the context of its content or original intention) shall be
      deemed to be independent from the text of this Contract and annexes
      thereto. After the completion of the real estate transaction contemplated
      under this Contract, parties thereto shall strictly implement its
      undertakings and obligations under this Contract and its annexes, till all
      rights and obligations hereunder are exercised or performed. Neither party
      thereto shall declare unilaterally that the text of this Contract or any
      annex thereto has lost its legal validity.

9.    Subject to the satisfaction of the following conditions, this Contract
      shall come into effect once signed by Manwide Holdings and Jiu Sheng
      Investment:

      (1)   Manwide Holdings and Jiu Sheng Investment have completed the
            appropriate internal approving (including approval at the general
            meeting and the board) procedures in relation to the real estate
            transaction contemplated under this Contract and the signing of this
            Contract;

      (2)   The stock exchange in Hong Kong and other regulatory bodies have
            authorized China Strategic Holdings Limited ("China Strategic
            Holdings"), the ultimate holding company of Manwide Holdings, to
            issue announcement and circular in respect of issues relating to
            this Contract.

      (3)   Transactions contemplated under this Contract have been approved by
            resolution at the general meeting of China Strategic Holdings;

      (4)   All annexes hereto set out in Clause 7 of this Article have been
            signed;

<PAGE>

      (5)   Jiu Sheng Investment has submitted to Manwide Holdings the originals
            of the following four documents:

                  (a)   a document sufficient to prove that Jiu Sheng Investment
                        has paid in full in due time the interests on the loan
                        amounting to Renminbi one hundred and seventy million
                        (RMB170 million) to China Construction Bank Beijing
                        Branch Chaoyang Sub-branch and the borrowing contract
                        has not been breached;

                  (b)   the document issued by China Construction Bank Beijing
                        Branch Chaoyang Sub-branch and China Minsheng Banking
                        Corporation Limited consenting Jiu Sheng Investment and
                        Manwide Holdings to sign this Contract and carry out the
                        real estate transaction contemplated under this
                        Contract;

                  (c)   the latest financial statement, which shall be stamped
                        with the common seal, of Cheukking Investment Holdings
                        Company Limited (the effective controller of Jiu Sheng
                        Investment, also a party to the annexes hereto headed
                        "Letter of Undertakings and Warranties" and "Third Party
                        Guarantee") signed by the authorized proxy of Manwide
                        Holdings, which gives a true status of the recent net
                        asset of Cheukking Investment Holdings Company Limited;

                  (d)   the board of Cheukking Investment Holdings Company
                        Limited has approved the board resolution to sign the
                        annexes hereto headed "Letter of Undertakings and
                        Warranties" and "Third Party Guarantee".

10.   Both parties confirm that if this Contract does not take effect on or
      before 31 December 2004 for whatever reasons, this Contract shall
      automatically lapses since from 1 January 2005. Jiu Sheng Investment shall
      refund all amount paid by Manwide Holdings (together with interest
      calculated on the prevailing bank lending rate) within five (5) banking
      days after the date on which this Contract lapses.

11.   Both parties confirm that, in the event that Pakli Property is lawfully
      established after signing of this Contract, each party shall, within
      fifteen (15) days after Pakli Property is established (subject to the
      establishing date set out in the business license to be granted to Pakli
      Property), submit to the authorized representative of Pakli Property
      originals of this Contract (together with all annexes) to be signed by the
      authorized representative and stamped with the common seal of Pakli
      Property. Commencing from the date (the "Subject Altering Date") on which
      all originals of this Contract (together with all annexes) are signed by
      authorized representatives of Pakli Property and stamped with the common
      seal of Pakli Property, the purchaser under this Contract shall be
      transferred from Manwide Holdings to Pakli Property, who shall take over
      all rights and obligations under this Contract (together with all annexes)
      and is entitled to make right petitions or claims against Jiu Sheng
      Investment in respect of any issue relating to this Contract occurred
      within the period from the date on which this Contract is signed (i.e. the
      signing date) to the Subject Altering Date in accordance with this
      Contract (or any annexes thereof), and Jiu Sheng Investment shall not
      oppose against such right petitions or claims in the excuse that Pakli
      Property does not have legal status as it

<PAGE>

      has not been lawfully established when such issue occurs.

12.   The Contract (together with all annexes thereto) shall be made in four
      originals, two (2) for each of Jiu Sheng Investment and Manwide Holdings.
      Subject to the lawful establishment of Pakli Property, each of Jiu Sheng
      Investment and Manwide Holdings shall, within seven (7) days after the
      establishment date of Pakli Property (subject to the establishing date set
      out in the business license to be granted to Pakli Property), submit to
      the authorized representative of Pakli Property the two originals of this
      Contract (together with all annexes) held by it to be signed by the
      authorized representative and stamped with the common seal of Pakli
      Property. The four originals of this Contract stamped with the common seal
      of Pakli Property shall then be held by Jiu Sheng Investment and Pakli
      Property (two for each) and shall be equally authentic.

<PAGE>

Confirmed and signed by:

Shanghai Jiu Sheng Investment Company Limited

Representative: _____________________

Manwide Holdings Limited

Representative: _____________________

Company Name: ______________________(the name as shown in the business license
of Pakli Property)

Representative: _____________________

Date: ________________

(This date shall be the subject altering date provided in this Contract).