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                                                                    EXHIBIT 10.5



                     WEIFANG FUHUA AMUSEMENT PARK CO., LTD.
                             JOINT VENTURE AGREEMENT

                         CHAPTER 1 -- GENERAL PRINCIPLES

        Pursuant to the principles of equality, mutual benefit and joint
development, and through friendly negotiations, this agreement is made under the
"Sino-Foreign Equity Joint Venture Law of the People's Republic of China (the
"PRC")" and other applicable PRC laws and regulations ("PRC Law") by and among
Weifang Neo-Luck (Group) Corporation, a corporation based in Shandong Province,
PRC, and Jimswood Investment and Development Corp., a corporation based in the
United States, and Weicheng International Inc., a corporation based in the
United States, for the purpose of establishing a joint venture in the City of
Weifang, Shandong Province, PRC.

                    CHAPTER 2 -- PARTIES TO THE JOINT VENTURE

Article 1.     The Parties to this Agreement are as follows:
               Party A:              Weifang Neo-Luck (Group) Corporation,
                                     based in the PRC
               Legal address:        189 Dong Feng East Street, Weifang City,
                                     Shandong Province, PRC

               Legal representative: Jun Yin
               Title:                General Manager
               Citizenship:          PRC

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

                                     Party C: Weicheng International Inc.,
                                     incorporated in California, USA
               Legal address:        3079 Shabo Boulevard, Santa Ana,
                                     California, USA.
               Legal representative: Aiping Wang
               Title:                General Manager
               Citizenship:          United States

               CHAPTER 3 -- ESTABLISHMENT OF JOINT VENTURE COMPANY

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,

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               hereby agree to establish Weifang Fuhua Amusement Park Co., Ltd.,
               a joint venture company (the "Joint Venture Company") in the PRC.

Article 3.     The Joint Venture Company is to be called "Weifang Fuhua
               Amusement Park Co., Ltd." in Chinese and "Weifang Fuhua
               Entertainment Garden Co., Ltd." in English. The legal address of
               the Joint Venture Company is: East End of Dong Feng Street,
               Weifang City, PRC.

Article 4.     All activities of the joint venture company must comply with the
               laws, decrees, and applicable regulations of the PRC.

Article 5.     The Joint Venture Company shall be a limited liability company.
               Parties A, B and C shall be liable for the debts and obligations
               of the Joint Venture Company through their respective equity
               investment and shall share the profits and risks and losses in
               proportion to their equity investment in the registered capital
               of the Joint Venture Company.

                   CHAPTER 4 -- OBJECTIVES, SCOPE AND SCALE OF
                     OPERATIONS OF THE JOINT VENTURE COMPANY

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, by adopting modern management practices, and by
               jointly developing and utilizing abundant and various cultural
               and entertainment resources among the people.

Article 7.     The scope of operations of the Joint Venture Company: Golf
               courses, tennis courts, swimming pools, recreation rooms,
               gymnasiums, guest rooms, sauna rooms, disco halls, bowling
               alleys, tourist merchandise stores, dining halls, and beverage
               shops.

Article 8.     The scale of operations of the Joint Venture Company shall be as
               follows:

               1. Construction of the Joint Venture Company's facilities shall
                  be over a one-year period. Upon completion of construction of
                  the facilities and the test period for such facilities, a
                  normal annual operating revenue of RMB 57,900,000 and a profit
                  of RMB 14,160,000 are to be realized.

               2. With growth of the operations, a gradual expansion over a
                  period of years is to be achieved, at an annual growth rate of
                  8%. A profit of RMB 163,214,700 over a period of fifteen years
                  is expected to be realized (including the construction period
                  and the period of actual operation).

              CHAPTER 5 -- TOTAL INVESTMENT AND REGISTERED CAPITAL


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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 Administration of Foreign Exchange of
               China on the date of the actual capital contribution), of which
               Party A shall contribute USD $9,315,000, comprising 45% 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
               $6,210,000, comprising 30% of the Joint Venture Company's
               registered capital.

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 United States currency and of
               some equipment, which will be mainly for technically advanced
               equipment, some materials used for building decoration, some
               office supplies, etc.

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.

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.

Article 13.    When any one of 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.

        CHAPTER 6 -- RESPONSIBILITIES OF THE PARTIES TO THE JOINT VENTURE


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

               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;


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               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;

               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.

                         CHAPTER 7 -- BOARD OF DIRECTORS

Article 15.    The Board of Directors shall be formed as of the effective date
               of the registration of the Joint Venture Company.

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


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               Chairman of the Board and the Directors shall be four (4) years,
               renewable upon reappointment by their respective appointing
               Parties.

                 CHAPTER 8 -- OPERATIONS AND MANAGEMENT OFFICE

Article 17.    The Joint Venture Company shall establish an Operations and
               Management Office to be responsible for the Joint Venture
               Company's daily operation and management. The Operations and
               Management Office shall have one General Manager and two
               Assistant General Managers nominated by Party A. The General
               Manager and the Assistant General Managers shall be appointed by
               the Board.

Article 18.    The duties of the General Manager shall be to implement the
               various resolutions of the Board of Directors and to organize and
               to lead the day-to-day operations and management of the Joint
               Venture Company. The Assistant General Managers shall assist the
               General Manager in his work.

Article 19.    Several departments may be established under the Operations and
               Management Office. Departmental managers shall be appointed
               directly by the General Manager and shall be responsible for the
               work of their respective departments. The departmental managers
               handle matters delegated to them by the General Manager and are
               accountable to the General Manager.

Article 20.    In the event of graft or serious dereliction of duty by the
               General Manager or the Assistant General Managers, such persons
               may be removed and replaced at any time upon resolution of the
               Board of Directors.

                      CHAPTER 9 -- PURCHASES OF EQUIPMENT

Article 21.    The equipment, materials, means of transportation and office
               supplies needed by the Joint Venture Company shall be purchased,
               other conditions being equal, as much as possible within the PRC.

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)).

                   CHAPTER 10 -- PREPARATION AND CONSTRUCTION

Article 23.    During the period of preparation and construction, the Joint
               Venture Company shall establish a Preparation and Construction
               Office under the direction of the Board of Directors. The
               Director and the Deputy Directors of the Construction Office
               shall be appointed by the Board of Directors.


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Article 24.    The Preparation and Construction Office shall be specifically
               responsible for examining the project design, entering agreements
               to subcontract the construction project, organizing the purchase,
               inspection and acceptance of the relevant equipment and
               materials, setting the general schedule of the construction
               project, preparing budgets for the use of funds, controlling
               financial disbursements and final accounts of the project,
               establishing relevant management procedures, and ensuring the
               safekeeping and proper organization of documents, drawings, files
               and information in the course of the project's construction.

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.

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.

Article 27.    After completion of construction and handing-over procedures, and
               after approval by the Board of Directors, the Preparation and
               Construction Office shall be dissolved.

                         CHAPTER 11 -- LABOR MANAGEMENT

Article 28.    A labor contract covering the recruitment, employment, dismissal
               and resignation, wages, labor insurance, benefits, bonuses and
               other matters concerning the staff and workers of the Joint
               Venture Company shall be made, after the Board of Directors has
               researched and drawn up a plan, between the Joint Venture Company
               and the Trade Union of the Joint Venture Company, either
               collectively or individually, in accordance with the "Regulations
               of the People's Republic of China on Labor Management in
               Sino-Foreign Equity Joint Ventures" and its implementation
               procedures. The labor contract shall, after being concluded, be
               filed with the Weifang City Labor Administration. Wages, social
               insurance, benefits, and business travel expense standards shall
               be discussed and determined by a meeting of the Board of
               Directors.

                  CHAPTER 12 -- TAXATION, FINANCE AND AUDITING

Article 29.    The Joint Venture Company shall pay various taxes in accordance
               with the relevant PRC laws and regulations.

Article 30.    The employees of the Joint Venture Company shall pay their
               respective personal income tax in accordance with the "Personal
               Income Tax Law of the People's Republic of China".


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Article 31.    The Joint Venture Company shall, pursuant to the provisions of
               the "Sino-Foreign Equity Joint Venture Law of the People's
               Republic of China", allocate certain amounts to a reserve fund,
               enterprise development fund, and staff and workers' welfare fund
               and bonus fund, the annual allocation rates of which shall be
               determined by the Board of Directors based on the Joint Venture
               Company's operating results.

Article 32.    The fiscal year of the Joint Venture Company shall begin on
               January 1 and end on December 31 of each year. All the accounting
               records, documents, books and statements shall be written in
               Chinese.

Article 33.    The Joint Venture Company shall retain an accounting firm
               registered in the PRC for the inspection and audit of the Joint
               Venture Company's year-end financial accounts, and the results
               thereof shall be reported to the Board of Directors and General
               Manager.

Article 34.    Within the first quarter of every operational year, the General
               Manager shall compile the last year's balance sheet, income
               statement and a profit distribution plan, which shall be
               submitted to the Board of Directors for examination.

                    CHAPTER 13 -- TERM OF THE JOINT VENTURE

Article 35.    The term of existence of the Joint Venture Company shall be
               fifteen (15) years. The date of the Joint Venture Company's
               establishment shall be the date of the issuance of its business
               license.

Article 36.    Upon any Party's motion and the unanimous resolution of the Board
               of Directors, the Joint Venture Company may apply for extending
               the term of the Joint Venture Company by application to the
               original examination and approval authorities within six (6)
               months prior to the expiration of the term of the Joint Venture
               Company.

       CHAPTER 14 -- DISPOSITION OF PROPERTY AFTER EXPIRATION OF THE TERM
                              OF THE JOINT VENTURE

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.

                             CHAPTER 15 -- INSURANCE


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Article 38.    All insurance for the Joint Venture Company shall be purchased
               from the Chinese People's Insurance Company; the types of
               insurance and the values and terms thereof shall be discussed and
               determined at a meeting of the Board of Directors in accordance
               with the regulations of the Chinese People's Insurance Company.

     CHAPTER 16 -- AMENDMENT, MODIFICATION AND TERMINATION OF THE AGREEMENT

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.

Article 40.    If this Agreement can not be performed as a result of force
               majeure, or the Joint Venture Company is not able to continue to
               operate because of continuing losses, then the term of the Joint
               Venture Company may, following the unanimous approval of the
               Board of Directors, be ended and this Agreement terminated prior
               to expiration.

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.

                  CHAPTER 17 -- BREACH OF CONTRACT LIABILITIES

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

                          CHAPTER 18 -- FORCE MAJEURE

Article 43.    When a Party cannot fully perform this Agreement as a result of
               force majeure, such as natural disaster, war, etc., such affected
               Party shall immediately inform the other Parities and shall
               provide detailed information within five (5) days with a valid
               certificate issued by a local notarial office where the force
               majeure occurred. In accordance with the extent of the effect
               caused by force majeure on


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               this Agreement, Parties A, B and C shall negotiate and determine
               the future performance of this Agreement.

                          CHAPTER 19 -- GOVERNING LAW

Article 44.    The formation, validity, interpretation, and performance of
               contracts and the settlement of disputes shall all be governed by
               PRC law.

                      CHAPTER 20 -- RESOLUTION OF DISPUTES

Article 45.    Any and all disputes arising out of or relating to performance
               under this Agreement shall be resolved through friendly mutual
               consultation between Parties A, B and C. If a dispute cannot be
               resolved through negotiation, the dispute shall be submitted to
               the Foreign Economic Affairs and Arbitration Commission of the
               China Council for the Promotion of International Trade for
               arbitration, and the arbitration decision shall be final and
               binding on Parties A, B and C. In the course of any arbitration
               proceeding, this Agreement shall be performed and remain in full
               force and effect, except for the portion under dispute and which
               is in arbitration.

                             CHAPTER 21 -- LANGUAGE

Article 46.    This Agreement shall be written in Chinese and each party shall
               retain one copy thereof.

         CHAPTER 22 -- EFFECTIVENESS OF THE AGREEMENT AND MISCELLANEOUS

Article 47.    This Agreement shall be approved by the Ministry of Foreign
               Economics and Trade of the PRC (or other examination and approval
               agency authorized thereby) and shall be effective on the date of
               such approval.

Article 48.    This Agreement is signed by the authorized representatives of
               Parties A, B and C on August 18, 1996 in Weifang, China.


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Party A: WEIFANG NEO-LUCK (GROUP) CORPORATION



By: ___[illegible signature]_______________, its Representative


Party B: JIMSWOOD INTERNATIONAL INC.



By: ___[illegible signature]_______________, its Representative


Party C: WEICHENG INTERNATIONAL INC.



By:___Aiping Wang___________, its Representative

                                                           Date: August 17, 1996



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