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                                                                  Exhibit 10(a)2


THIS AGREEMENT is made on the 25th day of March 2008

BETWEEN:-

(1)  Hanny Magnetics (B.V.I.) Limited , a company incorporated in British Virgin
     Islands and having its registered office at P.O. Box 957, Offshore
     Incorporations Centre, Road Town, Tortola, British Virgin Islands (the
     "Vendor"); and

(2)  China Enterprises Limited, a company incorporated in Bermuda and having its
     registered office at Clarendon House, 2 Church Street, Hamilton HM11,
     Bermuda (the "Purchaser").

WHEREAS:-

(A)  Cosmos Regent Limited ("Cosmos") is a private company incorporated under
     the laws of British Virgin Islands with limited liability and is validly
     existing as at the date hereof, particulars of which are set forth in Part
     I of Schedule 1 hereto.

(B)  Cyber Generation Limited ("Cyber") is a private company incorporated under
     the laws of British Virgin Islands with limited liability and is validly
     existing as at the date hereof, particulars of which are set forth in Part
     II of Schedule 1 hereto

(C)  Whole Good Limited ("Whole Good") is a private company incorporated under
     the laws of British Virgin Islands with limited liability and is validly
     existing as at the date hereof, particulars of which are set forth in Part
     III of Schedule 1 hereto.

(D)  The Vendor is the registered and beneficial owner of the Sale Shares I,
     Sale Shares H and Sale Shares III (as hereinafter defined).

(E)  The Vendor agreed to sell and the Purchaser agreed to purchase the Sale
     Shares I, Sale Shares II and Sale Shares III upon the terms and conditions
     hereinafter mentioned.

AND NOW IT IS HEREBY AGREED as follows:-

1.1  In this Agreement, unless otherwise expressed or required by the context,
     the following expressions shall have the respective meanings set opposite
     thereto:-

<TABLE>
<CAPTION>
     Expression                        Meaning
     ----------                        -------
     <S>                               <C>
     "Completion"                      completion of the sale and purchase of
                                       the Sale Shares I, Sale Shares II and
                                       Sale Shares III in accordance with
                                       Clause 5;

     "HK$"                             Hong Kong Dollars;
</TABLE>
                                       1
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<TABLE>
<CAPTION>
     <S>                               <C>
     "Hong Kong"                       the Hong Kong Special Administrative
                                       Region of the People's Republic of China;

     "Sale Shares I"                   1 share beneficially and legally owned by
                                       the Vendor, representing the entire
                                       issued share capital of Cosmos; ;

     "Sale Shares II"                  1 share beneficially and legally owned by
                                       the Vendor, representing the entire
                                       issued share capital of Cyber;

     "Sale Shares III"                 1 share beneficially and legally owned by
                                       the Vendor, representing the entire
                                       issued share capital of Whole Good

     "Share Consideration"             HK$38,000,000 being the aggregate
                                       purchase price payable by the Purchaser
                                       for the Sale Shares I, Sale Shares II and
                                       Sale Shares III pursuant to Clause 3;

     "Target Companies"                Cosmos, Cyber and Whole Good and Target
                                       Company shall mean any one of them;

     "United States"                   The United States of America;

     "USSEC"                           U.S. Securities and Exchange Commission;

     "US$"                             United States Dollars

     "Warranties"                      the warranties, representations and
                                       undertakings set out in Clause 6 and
                                       Schedule 2.
</TABLE>

1.2  The headings to the Clauses of this Agreement are for ease of reference
     only and shall be ignored in interpreting this Agreement.

1.3  Reference to Clauses, Schedules and Recitals are references to clauses,
     schedules and recitals of or to this Agreement which shall form part of
     this Agreement.

1.4  Unless the context otherwise requires, words and expressions in the
     singular include the plural and vice versa.

1.5  Unless the context otherwise requires, references to a person include any
     public body and any body of persons, corporate or unincorporate.

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1.6  Unless the context otherwise requires, references to Ordinances or
     enactments shall be construed as a reference to such Ordinances or
     enactments as they may be amended or re-enacted from time to time and for
     the time being in force


2.   SALE AND PURCHASE OF THE SALE SHARES

     Subject to the terms and conditions contained in this Agreement, the Vendor
     as legal and beneficial owner hereby agrees to sell and the Purchaser
     hereby agrees to purchase the Sale Shares I, Sale Shares II and Sale Share
     III at the Share Consideration free from all claims, charges, liens,
     encumbrances, pre-emption rights, equities and other third party rights
     whatsoever and together with all rights and benefits now attached or at any
     time hereafter accruing thereto.


3.   CONSIDERATION

3.1  The Share Consideration for the purchase of the Sale Shares I, Sale Shares
     II and Sale Shares III shall be paid by the Purchaser to the Vendor in the
     following manner : -

     a)   the sum of HK$10,000,000.00 as deposit to be paid by the Purchaser to
          the Vendor upon signing of this Agreement; and

     b)   the balance of the Share Consideration for the sum of HK$28,000,000 to
          be paid by the Purchaser to the Vendor upon Completion.

3.2  The Purchaser shall remit to the Vendor the Share Consideration in clear
     fund pursuant to Clause 3.1 upon Completion by telegraphic transfer to the
     following bank account as designated by the Vendor or such other method as
     the Vendor and the Purchaser shall agree in writing:-

     Name of Bank : Hang Seng Bank Limited
     Address of Bank: 339 Castle Peak Road, Cheung Sha Wan
     Bank Account Number : 219-024254-001
     Name of Bank Account Holder : Hanny Magnetics Limited


4.   CONDITIONS PRECEDENT

4.1  Completion shall be conditional upon the satisfaction of the following
     conditions : -

     a)   the compliance and fulfillment by the Purchaser of all the
          requirements under the relevant laws and/or rules or regulations in
          the United States and/or the USSEC in relation to the transactions
          contemplated under this Agreement (if required); and

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     b)   the Purchaser having completed its legal, financial, tax and other due
          diligence investigation of the Target Companies and the results of
          such due diligence investigation being satisfactory to the Purchaser.

4.2  If any of the conditions in Clause 4.1 above has not been satisfied (or
     Clause 4.1(b) not being waived by the Purchaser) by 18 April 2008 or such
     later date as may be agreed by the parties hereto : -

     a)   the Vendor shall within 7 days refund the deposit in the sum of
          HK$10,000,000 paid under Clause 3.1(a) to the Purchaser without
          interest; and

     b)   this Agreement shall automatically lapse and be of no further effect
          (save for 1, 4, 10, 11, 12, 13, 14 and 15 which shall continue in full
          force and effect), whereupon no Party to this Agreement shall have any
          claim against, or liability or obligation (save for any antecedent
          breaches of this Agreement) to the other Party.


5.   COMPLETION

5.1  Subject to the fulfillment of the conditions under Clause 4 above,
     Completion shall take place within 7 days from the date of fulfillment of
     Clause 4 at the offices of the Vendor or at such other time and place as
     may be agreed in writing by the parties.

5.2  The Purchaser hereby agrees to pay the Share Consideration to the Vendor in
     accordance with the provisions of Clause 3.1 and 3.2 against which the
     Vendor will deliver and/or cause to be delivered to the Purchaser all of
     the following upon Completion:-

     (a)  instrument(s) of transfer in favour of the Purchaser in respect of the
          Sale Shares I, Sale Shares II and Sale Shares III duly executed by the
          Vendor;

     (b)  original share certificate(s) in respect of the Sale Shares I, Sale
          Shares II and Sale Shares III ;

     (c)  resignation letters signed by the directors and the company
          secretaries of each of the Target Companies , such letters of
          resignation to state that they have no claim for compensation for loss
          of office or any other claims against each of the Target Companies;

     (d)  the certificates of incorporation, the current business registration
          certificates (if any), the minutes books, all other statutory books
          and registers (duly written up to date), the chops, common seals and
          all securities seals of the Target

                                       4
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          Companies together with all other papers and documents relating to the
          Target Companies which are in the possession of or under the control
          of the Vendor;

     (e)  certified copy of board resolutions of each of the Target
          Companies : -

          (i)   accepting the resignation(s) of the current directors and/or
                company secretary;

          (ii)  approving the appointment of new directors and/or company
                secretary as designated by the Purchaser; and

          (iii) approving the transfer of Sale Shares I, Sale Shares II and Sale
                Shares III to the Purchaser and the transactions contemplated
                under this Agreement.

     (f)  certified copy of board resolutions of the vendor approving the sale
          of Sale Shares I, Sale Shares II and Sale Shares III and the
          transactions contemplated under this agreement; and

     (g)  Certificate of Incumbency of each of the Target Companies with issue
          date not earlier than five (5) days before Completion.

5.3  The transactions described in Clause 5.2 shall take place at the same time
     so that in default of performance of any such transactions or any part
     thereof by a party, the other party shall not be obliged to complete the
     sale and purchase as aforesaid (without prejudice to any other rights and
     remedies in respect of such default).


6.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1  The Vendor hereby represents and warrants to and undertakes with the
     Purchaser that each of the Warranties is as at the date hereof true and
     correct in all respects.

6.2  The Warranties shall be deemed to be repeated at Completion.

6.3  Nothing herein contained shall prejudice either of the parties' right to
     specific performance of this Agreement.

6.4  Each party hereby undertakes to execute and do and cause or procure to be
     executed and done all such other documents, instruments, acts and things as
     the other party may reasonably require in order to give effect to this
     Agreement.

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6.5  Each party hereto hereby unconditionally and irrevocably represents to and
     warrants with the other that its entry into and performance of this
     Agreement will not be contrary to any applicable law.


7.   SEVERABILITY

     If at any time any one or more provisions hereof is or becomes invalid,
     illegal, unenforceable or incapable of performance in any respect, the
     validity, legality, enforceability or performance of the remaining
     provisions hereof shall not thereby in any way be affected or impaired.


8.   ENTIRE AGREEMENT

     This Agreement (together with the Schedule(s) hereto) constitutes the
     entire agreement and understanding between the parties hereto in connection
     with the subject-matter of this Agreement and supersedes all previous
     proposals, representations, warranties, agreements or undertakings relating
     thereto whether oral, written or otherwise and neither party has relied on
     any such proposals, representations, warranties, agreements or
     undertakings.


9.   TIME

9.1  Time shall be of the essence of this Agreement.

9.2  No time or indulgence given by any party to the other shall be deemed or in
     any way be construed as a waiver of any of its rights and remedies
     hereunder.


10.  CONFIDENTIALITY

     Save as may be required by law or by any regulatory authority, neither of
     the parties hereto nor their ultimate shareholders shall make any
     announcement or release or disclose any information concerning this
     Agreement or the transactions herein referred to or disclose the identity
     of the other party (save disclosure to their respective professional
     advisers under a duty of confidentiality or for giving effect to the
     provisions herein contained) without the written consent of the other
     party, such consent not to be unreasonably withheld or delayed.


11.  ASSIGNMENT

     This Agreement shall be binding on and shall enure for the benefits of the
     successors and assigns of the parties hereto but shall not be assigned by
     any party without the prior written consent of the other party.

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12.  NOTICES AND OTHER COMMUNICATIONS

     All notices, requests, reports, submissions and other communications
     permitted or required to be given under this Agreement shall be deemed to
     have been duly given if such notice or communication shall be in writing
     and delivered by personal delivery or by registered mail, facsimile
     transmission or other commercial means of prepaid delivery, postage or
     costs of transmission and delivery prepaid, to the parties at the following
     addresses until such time as either party shall give the other party hereto
     not less than ten (10) days prior written notice of a change of address in
     accordance with the provisions hereof.


     To Vendor            : 31st Floor, Bank of America Tower, 12 Harcourt Road,
                            Central, Hong Kong
                            Mr. Lui Siu Tsuen, Richard
                            Fax No.: (852) 2372 0620

     To Purchaser         : 31st Floor, Bank of America Tower, 12 Harcourt Road,
                            Central, Hong Kong
                            Dr. Yap Allan
                            Fax No.: (852) 2372 0620


13.  COSTS AND EXPENSES

     Each party shall pay for its own costs and expenses incidental to this
     Agreement and all transactions in connection therewith, and all stamp duty
     (if any) on the transfer of the Sale Shares I and Sale Shares II shall be
     borne by the Vendor and the Purchaser in equal shares.


14.  COUNTERPARTS

     This Agreement may be entered into in any number of counterparts and by the
     parties to it on separate counterparts, each of which when so executed and
     delivered shall be the original, but all the counterparts shall together
     constitute one and the same instrument.


15.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of Hong Kong and the parties hereto agree to submit to the
     non-exclusive jurisdiction of the courts of Hong Kong.

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IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first above written.


SIGNED by                                  )
                                           )    /s/ Mr. Lui Siu Tsuen, Richard
duly authorized for and on behalf of       )    -------------------------------
Hanny Magnetics (B.V.I.) Limited           )          Authorized Signature
in the presence of :                       )


SIGNED by                                  )
                                           )           /s/ Dr. Allan Yap
duly authorized for and on behalf of       )   --------------------------------
China Enterprises Limited                  )         Authorized Signature
in the presence of :-                      )

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                                   SCHEDULE 1

                                     Part I

                             Particulars of Cosmos

1.   Name of the Company       :  Cosmos Regent Limited

2.   Registered Office         :  Tropic Isle Building, P.O. Box 438, Road
                                  Town, Tortola, British Virgin Island

3.   Date of Incorporation     :  28th August 2000

     I.B.C. No.                :  403185

4.   Directors                 :  Yap, Allan
                                  Lui Siu Tsuen, Richard

5.   Secretary                 :  Hanny Management Limited

6.   Authorised Share Capital  :  US$50,000.00 divided into 50,000 shares of
                                  US$1.00 each

     Issued Share Capital      :  US$1.00 divided into 1 share of US$1.00

7.   Shareholder               :  Hanny Magnetics (B.V.I.) Limited holds 1 share

                                       9
<PAGE>

                                     Part II

                              Particulars of Cyber

1.   Name of the Company       :  Cyber Generation Limited

2.   Registered Office         :  P.O. Box 957, Offshore Incorporations Centre,
                                  Road Town, Tortola, British Virgin Islands

3.   Date of Incorporation     :  26th July 2000

     I.B.C. No.                :  395717

4.   Directors                 :  Yap, Allan
                                  Lui Siu Tsuen, Richard

5.   Secretary                 :  Hanny Management Limited

6.   Authorised Share Capital  :  US$50,000.00 divided into 50,000 shares of
                                  US$1.00 each

     Issued Share Capital      :  US$1.00 divided into 1 share of US$1.00 each

7.   Shareholder               :  Hanny Magnetics (B.V.I.) Limited holds 1 share

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                                    Part III

                            Particulars of Whole Good

1.   Name of the Company       :  Whole Good Limited

2.   Registered Office         :  P.O. Box 957, Offshore Incorporations Centre,
                                  Road Town, Tortola, British Virgin Islands

3.   Date of Incorporation     :  12th May 2006

     I.B.C. No.                :  1027415

4.   Directors                 :  Yap, Allan
                                  Lui Siu Tsuen, Richard

5.   Secretary                 :  Hanny Management Limited

6.   Authorised Share Capital  :  Maximum 50,000 shares with a par value of
                                  US$1.00 each

     Issued Share Capital      :  US$1.00 divided into 1 share of US$1.00

7.   Shareholder               :  Hanny Magnetics (B.V.I.) Limited holds 1 share

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<PAGE>

                                   SCHEDULE 2

                  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1.   Sale Shares I comprise the entire issued share capital of Cosmos.

2.   Sale Shares II comprise the entire issued share capital of Cyber.

3.   Sale Shares III comprise the entire issued share capital of Whole Good.

3.   The Vendor is the legal and beneficial owner of Sale Shares I, Sale Shares
     II and Sale Shares III free from all liens, charges, encumbrances, claims,
     equities or pre-emptive or third party rights of whatsoever nature.

4.   This Agreement will, when executed by the Vendor, be a legal, valid and
     binding agreement on it and enforceable in accordance with the terms
     hereof.

5.   The information set out in Recitals (A) to (E) and the Schedule 1 are true
     and accurate in all respects.

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