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                                                                  Exhibit 10(a)1


                            DATE : 5th December 2007


                            CHINA ENTERPRISES LIMITED
                                   (as Vendor)


                                       AND


                             MARTIN PACIFIC LIMITED
                                 (as Purchaser)


           -----------------------------------------------------------
                                    AGREEMENT
           FOR SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF
                            MANWIDE HOLDINGS LIMITED
           -----------------------------------------------------------

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THIS AGREEMENT is dated the 5th day of December 2007

BETWEEN:

(1)  CHINA ENTERPRISES LIMITED, a company incorporated under the laws of Bermuda
     with limited liability and having its registered office situated at
     Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the "VENDOR");
     and

(2)  MARTIN PACIFIC LIMITED, a company incorporated under the laws of British
     Virgin Islands with limited liability and having its registered address
     situated at OMC Chambers, P.O. Box 3152. Road Town, Tortola, British Virgin
     Islands (the "PURCHASER").

WHEREAS:

(A)  MANWIDE HOLDINGS LIMITED (the "COMPANY") is a company incorporated with
     limited liability under the laws of the British Virgin Islands and has an
     authorized share capital of US$50,000 divided into 50,000 shares (the
     "SHARES") of US$1.00 each, of which 1 Share (the "SALE SHARE") has been
     issued and are fully paid, which is beneficially owned by the Vendor.
     Further information and particulars of the Company as at the date of this
     Agreement and as at Completion are set out in Part A of Schedule 1.

(B)  THE ROSEDALE LUXURY HOTEL & SUITES LIMITED ("ROSEDALE") is a company
     incorporated with limited liability under the laws of the PRC and has a
     registered share capital of US$20,000,000.00, fully paid and is
     beneficially owned by the Company. Further information and particulars of
     Rosedale as at the date of this Agreement and as at Completion are set out
     in Part B of Schedule 1.

(C)  The Vendor has agreed to sell and the Purchaser has agreed to purchase or
     procure the purchase of the Sale Share on the terms and conditions of this
     Agreement.


NOW IT IS HEREBY AGREED AS FOLLOWS:


1.   INTERPRETATION

1.1  In this Agreement (including the Recitals and the Schedules), unless the
     context otherwise requires, the following words and expressions shall have
     the following meanings ascribed to each of them below:

     "ACCOUNTS"         the audited financial statements (or where audited
                        financial statements are not available for whatever
                        reasons, the management accounts duly certified true
                        and correct by the directors of the relevant company) of
                        each of the Company and Rosedale for the year ended
                        31 December 2006 which comprise at least a balance sheet
                        as at 31 December 2006 and an income statement for the
                        year then ended;

     "ACCOUNTS DATE"    30 November 2007;

     "AGREEMENT"        this agreement for the sale and purchase of the Sale

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                        Share, as amended or supplemented from time to time;

"BUSINESS DAY"          A day (other than Saturdays and days on which a tropic
                        cyclone warning No. 8 or above or a black rainstorm
                        warning signal is hoisted in Hong Kong at any time
                        between 9:00 a.m. and 5:00 p.m.) on which licensed banks
                        in Hong Kong are generally open for business normal
                        business hours;

"COMPANY"               has the meaning ascribed to it in Recital (A);

"COMPANIES ORDINANCE"   the Companies Ordinance (Chapter 32 of the Laws of
                        Hong Kong);

"COMPLETION"            completion of this Agreement for the sale and purchase
                        of the Sale Share in accordance with Clause 4;

"COMPLETION DATE"       means the date of signing of this Agreement;

"CONSIDERATION"         the total sum of HK$500,000.00 payable by the Purchaser
                        to the Vendor for the purchase of the Sale Share
                        pursuant to Clause 3;

"ENCUMBRANCE"           includes any option, right to acquire, right of
                        pre-emption, mortgage, charge, pledge, lien,
                        hypothecation, title retention, right of set off, claim,
                        counterclaim, trust arrangement or other security, any
                        equity or restriction (including any restriction imposed
                        under the Companies Ordinance or other applicable laws
                        or regulations) or other adverse rights and interests of
                        all kinds and descriptions and "ENCUMBER" shall be
                        construed accordingly;

"GROUP"                 the Company and its subsidiary(ies), from time to time;

"HK$"                   Hong Kong dollars, the lawful currency of Hong Kong;

"HK GAAP"               the generally accepted accounting principles in Hong
                        Kong;

"HONG KONG"             the Hong Kong Special Administrative Region of the PRC;

"LIABILITIES"           indebtedness, obligations and liabilities (whether
                        actual, contingent, current, deferred or otherwise)
                        (including but not limited to Tax obligations and
                        liabilities);

"MANAGEMENT ACCOUNTS"   the unaudited management accounts duly certified true
                        and correct by the directors of each of the Company and
                        Rosedale for the eleven months ended on the Accounts
                        Date which comprises at least a balance sheet as at the
                        Accounts Date an income statement for the eleven months
                        then ended;

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     "PRC"                   the People's Republic of China, which for the
                             purpose of this Agreement, excludes Hong Kong, the
                             Macau Special Administrative Region of the PRC and
                             Taiwan;

     "PRC GAAP"              the generally accepted accounting principles in the
                             PRC;

     "SALE SHARE"            has the meaning ascribed to it in Recital (A);

     "ROSEDALE"              has the meaning ascribed to it in Recital (B);

     "SHARE(S)"              has the meaning ascribed to it in Recital (A);

     "TAXATION" OR "TAX"     all forms of taxation whenever created or imposed
                             and whether in Hong Kong, PRC, the British Virgin
                             Islands or elsewhere and without limiting the
                             generality of the foregoing, includes all forms of
                             profits tax, interest tax, salaries tax, property
                             tax, estate duty, stamp duty, sales tax, any
                             provisional tax, customs and import duty and any
                             amount equal to any deprivation of any relief,
                             allowance, set off, deduction in computing profits
                             or rights to repayment of taxation granted by or
                             pursuant to any legislation concerning or otherwise
                             relating to taxation and also includes in addition
                             and without prejudice to the foregoing, all fines,
                             penalties, costs, charges, expenses and interests
                             relating thereto;

     "US$"                   United States dollars, the lawful currency of the
                             United States of America;

     "WARRANTIES"            the representations, warranties and undertakings
                             and indemnities made or given by the Vendor to the
                             Purchaser in this Agreement (including but not
                             limited to Schedule 2) and "WARRANTY" shall be
                             construed accordingly; and

1.2  The headings of this Agreement are inserted for convenience only and shall
     be ignored in construing this Agreement.

1.3  Unless the context otherwise requires, references in this Agreement to the
     singular shall be deemed to include references to the plural and vice
     versa; and references to one gender shall include all genders and
     references to any person shall include an individual, firm, body corporate
     or unincorporated.

1.4  References in this Agreement to clauses and schedules are references to
     clauses and schedules of this Agreement and references to sub-clauses and
     paragraphs are unless otherwise stated, references to sub-clauses and
     paragraphs of the clause, sub-clause or, as appropriate, the schedule in
     which the reference appears.

1.5  Reference to a "SUBSIDIARY" shall be construed in accordance with section 2
     of the Companies Ordinance.

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1.6  Reference to any ordinance, regulation or other statutory provision in this
     Agreement includes reference to such ordinance, regulation, provision or
     rule as modified, consolidated or re-enacted from time to time.

1.7  The Schedules comprise schedules of this Agreement and form part of this
     Agreement.


2.   SALE AND PURCHASE OF THE SALE SHARE

2.1  Subject to the terms and conditions of this Agreement, the Vendor as
     beneficial owner of the Sale Share shall sell and the Purchaser shall,
     relying on the Warranties and indemnities herein contained, purchase or
     procure the purchase of the Sale Share, with full title guarantee with
     effect from the date of this Agreement free from all Encumbrances together
     with all rights now or hereafter attaching or accruing thereto including
     but not limited to all dividends paid, declared and/or made in respect
     thereof on or after the date of this Agreement.

2.2  The Vendor represents and warrants that there are no pre-emption rights and
     any other restrictions on the transfer of the Sale Share, whether conferred
     by the memorandum and articles of association of the Company or otherwise.


3.   CONSIDERATION

     The consideration for the sale and purchase of the Sale Share shall be the
     sum of HK$500,000.00 (the "CONSIDERATION"), which shall be satisfied by the
     Purchaser upon Completion, by a cheque drawn on a licensed bank in Hong
     Kong, payable by the Purchaser to the Vendor or to such other party at such
     other time as the Vendor may direct.


4.   COMPLETION

4.1  Completion shall take place at the office of the Vendor at 31st Floor, Bank
     of America Tower, 12 Harcourt Road, Central, Hong Kong on the Completion
     Date at 4:00 p.m. (or at such other place and time as the parties may agree
     in writing) when all acts and requirements set out in this Clause 4 shall
     be complied with.

4.2  On Completion, the Vendor shall deliver, or procure the delivery, to the
     Purchaser of all the following:

     (a)  duly executed instrument of transfer, in respect of the transfer of
          the Sale Share by the Vendor in favour of the Purchaser or such other
          nominee as the Purchaser may direct and such other documents as may be
          required to give a good and effective transfer of title to the Sale
          Share to the Purchaser or such nominee and to enable the Purchaser or
          such nominee to become the registered and beneficial holder thereof
          free from all Encumbrances to the Purchaser's satisfaction;

     (b)  the original share certificate in respect of the Sale Share and/or
          other evidence as may be required by the Purchaser showing that the
          Vendor is the beneficial owner of the Sale Share free from all
          Encumbrances;

     (c)  original of the resolutions of the relevant directors of the Company
          and Rosedale to in Clauses 4.3 and 4.4, together with a letter under
          seal from each of the relevant persons referred to under Clauses
          4.3(c) and 4.4(c) acknowledging it/he/she has no claim outstanding for
          compensation or otherwise against the Company and Rosedale (as the
          case may be);

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     (d)  (i)   all statutory records and books of the Company and Rosedale
                (which shall be written up to date) and all unissued share
                certificates (if any);

          (ii)  all common seals and all rubber stamps, cheque books, cheque
                stubs and bank statements, receipt books, all current insurance
                policies, books and accounts and title deeds and evidence of
                ownerships to all assets and all current contracts and all other
                accounting records;

          (iii) all correspondence and other documents belonging to the Company
                and Rosedale (including its constitutional documents); and

          (iv)  such other documents as the Purchaser may reasonably request;

     (e)  written confirmation of the Vendor that it is not aware of any matter
          or thing which is in breach of or inconsistent with any of the
          Warranties; and

4.3  The Vendor shall procure the passing of resolutions by the director(s) of
     the Company pursuant to which the following matters, among other matters,
     shall be dealt with and approved:

     (a)  the transfer of the Sale Share to the Purchaser or its nominee and its
          registration as holder of the Sale Share and the issue of a new share
          certificate in relation thereto;

     (b)  such person(s) as the Purchaser may nominate to be validly appointed
          as director(s) of the Company with effect from the Completion Date;
          and

     (c)  the resignation of all director(s) and secretary (if any) of the
          Company with effect from the Completion Date.

4.4  The Vendor shall procure the passing of resolutions by the director(s), and
     if required the shareholders of Rosedale pursuant to which the following
     matters, among other matters, shall be dealt with and approved:

     (a)  such person(s) as the Purchaser may nominate to be validly appointed
          as director(s) of Rosedale with effect from the Completion Date;

     (b)  such person as the Purchaser may nominate to be validly appointed as
          the authorized representative of Rosedale with effect from the
          Completion Date;

     (c)  such person(s) as the Purchaser may require to resign as director(s)
          and authorized representative of Rosedale with effect from the
          Completion Date; and

     (d)  such person(s) as the Purchaser may nominate to be the authorized
          signatories for the operation of the bank accounts of Rosedale and
          cause the removal of such existing authorized signatories as the
          Purchaser may direct.

4.5  Against performance of the obligations by the Vendor under Clauses 4.2, 4.3
     and 4.4, the Purchaser shall pay to the Vendor, or to such other party as
     the Vendor may direct, the sum of HK$500,000 as referred to in Clause 3.

4.6  If the Vendor shall fail to do anything required to be done by them under
     Clauses 4.2, 4.3 and 4.4, without prejudice to any other right or remedy
     available to the Purchaser, the Purchaser may:

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     (a)  defer Completion to a day not later than twenty-one (21) days after
          the date fixed for Completion (and so that the provisions of this
          paragraph (a) shall not apply to Completion as so deferred); or

     (b)  proceed to Completion so far as practicable but without prejudice to
          the Purchaser's rights to the extent that the Vendor shall not have
          complied with their obligations hereunder; or

     (c)  rescind this Agreement without liability on its part and all monies
          paid by the Purchaser to the Vendor hereunder shall be repaid to the
          Purchaser in full without any deduction forthwith.

4.7  Clauses 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive
     Completion.


5.   WARRANTIES

5.1  The Vendor hereby represents and warrants to the Purchaser that the
     Warranties are true and accurate in all respects as at the date of this
     Agreement and will continue to be so up to and including the Completion
     Date and acknowledges that the Purchaser, in entering into this Agreement,
     is relying on, among other matters, such Warranties. For the avoidance of
     doubt, the liabilities and obligations of the Vendor under the Warranties
     shall in no circumstances be lessened, modified, relieved or otherwise
     reduced due to any actual or constructive knowledge of the Purchaser of any
     facts or events relating to the business, operations or otherwise of the
     Company or Rosedale.

5.2  The Vendor agrees that the Purchaser shall treat each of the Warranties as
     a condition of this Agreement. In addition, each of the Warranties is
     without prejudice to any other Warranty and, except where expressly
     otherwise stated, no provision in any Warranty shall govern or limit the
     extent or application of any other provision in any Warranty.

5.3  The Vendor agrees to fully indemnify and keep the Purchaser fully
     indemnified on demand from and against all losses, liabilities, damages,
     costs and expenses (including legal expenses) which the Purchaser may incur
     or sustain from or in consequence of any of the Warranties not being
     correct or fully complied with or any breach by the Vendor of any of the
     provisions of this Agreement. This indemnity shall be without prejudice to
     any other rights and remedies of the Purchaser in relation to any such
     breach and all such rights and remedies are hereby reserved.

5.4  The Warranties shall survive Completion and the rights and remedies of the
     Purchaser in respect of any breach of the Warranties shall not be affected
     by Completion or by any investigation made by or on behalf of the Purchaser
     into the affairs of the Company or Rosedale or by the Purchaser rescinding,
     or failing to rescind this Agreement, or failing to exercise or delaying
     the exercise of any right or remedy, or by any other event or matter
     whatsoever, except a specific and duly authorized written waiver or release
     and no single or partial exercise of any right or remedy shall preclude any
     further or other exercise.

5.5  If at any time before Completion, the Purchaser finds that any of the
     Warranties is incorrect or any undertakings given by the Vendor is breached
     or has not been or is (in the reasonable opinion of the Purchaser)
     incapable of being rectified the Purchaser may rescind this Agreement by
     written notice to the Vendor and all monies paid by the Purchaser to the
     Vendor hereunder shall be repaid to the Purchaser in full without any
     deduction forthwith.

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5.6  It is agreed between the parties that, (without limitation or prejudice to
     any rights accruing to the Purchaser pursuant to any of the provisions of
     this Agreement or otherwise available to the Purchaser) in the event of
     there being discovered a breach of any Warranty or any of the provisions of
     this Agreement, any damages or compensation to which the Purchaser may be
     entitled shall be calculated on whichever of the following bases the
     Purchaser shall elect, that is to say either:

     (a)  there shall be paid to the Purchaser such sum as shall represent the
          difference between the total amount contracted to be paid or satisfied
          or to be procured to be paid or satisfied by the Purchaser and such
          amount as the Purchaser would have been willing to pay if it had full
          knowledge of the events, conditions or situations which caused or
          resulted in the breach of the said Warranty or provision of this
          Agreement, plus any and all expenses and costs, including without
          limitation attorney's fees and expenses, to enforce this provision and
          to collect such sum; or

     (b)  there shall be paid to the Purchaser the sum which if paid to the
          Company and/or Rosedale concerned would, in light of all the
          circumstances, be necessary to put the Company and/or Rosedale
          concerned into the same position in which it would have been had the
          said Warranty been true and accurate and such events, conditions or
          situations which caused or resulted in the breach of the Warranty or
          the provision of this Agreement did not exist, plus any and all
          expenses and costs, including without limitation attorney's fees and
          expenses, to enforce this provision and to collect such sum.

5.7  The Purchaser's rights under the above clauses are in addition to and
     without prejudice to all other rights and remedies available to it and its
     exercise of or its failure to exercise its rights under any of the above
     clauses shall not constitute a waiver of or prejudice any of its other
     rights under this Agreement.


6.   VENDOR'S UNDERTAKINGS

6.1  The Vendor covenants and undertakes that prior to Completion and without
     the prior written consent of the Purchaser, the Vendor shall procure that
     each of the Company and Rosedale shall not:

     (a)  issue or agree to issue any shares, warrants or other securities or
          loan capital or grant or agree to grant any option over or right to
          acquire or convert into any share or loan capital or otherwise take
          any action which might result in the Purchaser (or its nominee)
          acquiring on Completion a percentage interest in the Company and
          Rosedale lower than that contemplated under this Agreement;

     (b)  incur any expenditure on capital account or enter into any option in
          respect of any part of its assets (other than in its ordinary and
          usual course of business);

     (c)  dispose of or agree to dispose of or grant any option in respect of
          any part of its assets (other than in its ordinary and usual course of
          business);

     (d)  borrow any money;

     (e)  enter into any agreement, arrangement, commitment or otherwise incur
          any liabilities (other than in its ordinary and usual course of
          business);

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     (f)  make any loan, advances or other credits to any third party (other
          than in its ordinary and usual course of business);

     (g)  declare make or pay any dividend or other distribution or do or suffer
          anything which may render its financial position less favourable than
          as at the date of this Agreement;

     (h)  grant or issue or agree to grant or issue any mortgages charges
          debentures or other securities or give or agree to give any
          guarantees, indemnities, surety or security;

     (i)  let or agree to let or otherwise part with possession or ownership of
          the whole or any part of the properties owned by the Company or
          Rosedale or purchase, take on lease or assume possession of any real
          property;

     (j)  employ any person;

     (k)  permit any of its insurances to lapse or do anything which would make
          any policy of insurance void or voidable;

     (l)  purchase or redeem any shares in the Company or Rosedale or provide
          financial assistance for any such purchase;

     (m)  in any other way depart from the ordinary course of its respective
          day-to-day business either as regards the nature scope or manner of
          conducting the same;

     (n)  alter any provisions of its memorandum or articles of association or
          other constitutional documents;

     (o)  compromise, settle, release, discharge or compound any material civil,
          criminal, arbitration or other proceedings or any material liability,
          claim, action, demand or dispute or waive any right in relation to any
          of the foregoing;

     (p)  repay any loan or monies to the shareholders of the Company or
          Rosedale; and

     (q)  do any act or thing which will have or which will reasonably be
          expected to have a material and adverse effect on the financial
          position or prospects of the Company or Rosedale.


7.   TAX INDEMNITY

7.1  In this Clause 7, unless the context otherwise requires:

     (a)  "EVENT" includes (without limitation) any omission, event, action or
          transaction whether or not any of the Company and Rosedale is a party
          thereto, the death of any person, a change in the residence of any
          person for any Tax purpose, a failure to make sufficient dividend
          payments to avoid an apportionment or deemed distribution of income
          and the entering into and completion of this Agreement and references
          to the result of events on or before the Completion Date include the
          combined result of two or more events one or more of which shall have
          taken place on or before the Completion Date (as the case may be); and

     (b)  reference to income or profits or gains earned, accrued or received
          shall include income or profits or gains deemed to have been or
          treated as or regarded as earned, accrued or received for the purposes
          of any legislation.

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7.2  Subject as hereinafter provided, the Vendor hereby unconditionally and
     irrevocably covenant with and undertake to pay on demand to the Purchaser
     (at its election, for itself and as trustee for the Company and Rosedale)
     without recourse to the Company and/or Rosedale, a sum equal to the amount
     of:

     (a)  any Tax liability of the Company and/or Rosedale resulting from or by
          reference to any income, profits or gains earned accrued or received
          on or before the Completion Date or any event on or before the
          Completion Date whether alone or in conjunction with other
          circumstances and whether or not such Tax is chargeable against or
          attributable to any other person;

     (b)  any Tax liability of the Company and/or Rosedale that arises after
          Completion as a result of an act, omission or transaction by a person
          other than any of the Company and Rosedale and which liability to Tax
          falls upon the Company and/or Rosedale as a result of its having been
          in the same group for Tax purposes as that person at any time before
          Completion;

     (c)  any Tax liability of the Company and/or Rosedale that would not have
          been payable had there been no breach of any of the Warranties and
          which is not the subject of the covenants above; and

     (d)  all reasonable costs and expenses which are incurred by the Purchaser
          and/or the Company and/or Rosedale in connection with any of the
          matters referred to in this Clause 7 or in taking or defending any
          action under the covenants contained in this Clause 7 (including,
          without prejudice to the generality of the foregoing, all legal and
          other professional fees and disbursements).

7.3  The indemnity contained in this Clauses 7 does not cover any claim in
     respect of Taxation:

     (a)  to the extent that provision has been made for such Taxation in the
          Accounts; or

     (b)  as a result of transactions in the ordinary course of normal day to
          day operations of the relevant company since the Accounts Date unless
          liability for such Taxation would not have arisen but for some act or
          omission of, or transaction voluntarily effected by such company or
          the Vendor; or

     (c)  to the extent that such claim arises or is incurred as a result of the
          imposition of Taxation as a consequence of any retrospective change in
          law or practice coming into force after the date hereof or to the
          extent such claim arises or is increased by an increase in rates of
          Taxation after the date hereof with retrospective effect.

7.4  No claim under the indemnity contained in Clause 7 shall be made if and to
     the extent that the Purchaser has been compensated pursuant to a claim made
     under other terms of this Agreement.


8.   ACCESS TO INFORMATION

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     The Vendor shall assist the Purchaser, its agents, representatives and
     professional advisers in obtaining promptly on request full access to all
     such facilities and information regarding the business, assets,
     liabilities, contracts and affairs of the Company and Rosedale and in
     respect and other evidence of ownership of the assets owned by the Company
     and Rosedale as the Purchaser may require.


9.   FURTHER ASSURANCE

     The Vendor shall execute, do and perform or procure to be executed, done
     and performed by other necessary persons all such further acts, agreements,
     assignments, assurances, deeds and documents as the Purchaser may require
     effectively to vest the registered and beneficial ownership of the Sale
     Share in the Purchaser or its nominee free from all Encumbrances and with
     all rights now and hereafter attaching thereto.


10.  CONFIDENTIALITY

     Other than such disclosure as may be required by law, governmental and
     regulatory authorities, the parties hereto shall not 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 for the disclosure to their respective professional advisers under a
     duty of confidentiality) without the written consent of the other party
     (such consent not to be unreasonably withheld or delayed).


11.  TIME

     Time shall be of the essence of this Agreement, both as regards the dates
     and periods specifically mentioned and as to any dates and periods which
     may, by agreement in writing between or on behalf of the Vendor and the
     Purchaser, be substituted for them.


12.  ASSIGNMENT

     This Agreement shall be binding upon and enure for the benefit of the
     estates, personal representatives or successors of the parties but, save as
     expressly set out to the contrary, shall not be assignable save with
     written consent of the other party, provided that the Purchaser shall be
     entitled to transfer the rights and benefits under this Agreement to its
     nominee(s) or any other third party.


13.  ENTIRE AGREEMENT

     This Agreement (together with any documents referred to herein) constitutes
     the entire agreement between the parties hereto and supersedes all previous
     agreements, arrangements, statements, understandings or transactions
     between the parties hereto in relation to the matters hereof and the
     parties acknowledge that no claim shall arise in respect of any agreement
     so superseded.


14.  AMENDMENT

     Unless otherwise specifically provided for in this Agreement, any provision
     of this Agreement may be amended, varied, supplemented or waived only if
     the parties hereto agree in writing.

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15.  NOTICES AND OTHER COMMUNICATION

15.1 Any notice required or permitted to be given hereunder shall be given in
     writing in the English language delivered personally or sent by post
     (airmail if overseas) or by facsimile message to the parties hereto due to
     receive such notice at their addresses as set out below (or such other
     address as it may have notified to the other party hereto in accordance
     with this Clause 15).

15.2 Any notice, demand or other communication so addressed to the relevant
     party shall be deemed to have been delivered (a) if delivered personally,
     when left at the address set out below; (b) if sent by prepaid registered
     post or courier, 3 Business Days (or 5 Business Days if sent by airmail)
     after posting it; and (c) if sent by facsimile, when confirmation of its
     transmission has been recorded by the sender's fax machine.

15.3 (a)  For the purpose of delivery of notices under this Agreement and the
          address of the Vendor are:

          Address    :  31st Floor, Bank of America Tower, 12 Harcourt Road,
                        Central, Hong Kong
          Attention  :  The Board of Directors

     (b)  For the purpose of delivery of notices under this Agreement and the
          address of the Purchaser are:

          Address    :  OMC Chambers, P.O. Box 3152, Road Town, Tortola, British
                        Virgin Islands
          Attention  :  The Board of Directors

15.4 Nothing in this Clause 15 shall preclude the service of communication or
     the proof of such service by any mode permitted by law.


16.  COSTS AND STAMP DUTY

16.1 Each party shall bear his/its own costs and expenses (including legal fees)
     incurred in connection with the preparation, negotiation, execution and
     performance of this Agreement and all documents incidental or relating to
     Completion.

16.2 All stamp duty payable in connection with the sale and purchase of the Sale
     Share shall be borne by the Vendor on one part and the Purchaser on the
     other in equal shares.


17.  GENERAL

17.1 The provisions of this Agreement including the Warranties and indemnities
     herein contained insofar as the same shall not have been fully performed at
     Completion or any other requisite time shall remain in full force and
     effect notwithstanding Completion or after such requisite time.

                                       12
<PAGE>
17.2 This Agreement may be executed in one or more counterparts each of which
     shall be binding on each party by whom or on whose behalf it is so
     executed, but which together shall constitute a single instrument. For the
     avoidance of doubt, this Agreement shall not be binding on any party hereto
     unless and until it shall have been executed by or on behalf of all persons
     expressed to be the parties hereto.

17.3 Any right of rescission conferred upon any party hereby shall be in
     addition to and without prejudice to all other rights and remedies
     available to it and no exercise or failure to exercise such a right of
     rescission shall constitute a waiver by such party of any such other right
     or remedy.

17.4 No failure or delay by the Vendor or the Purchaser in exercising any right,
     power or remedy under this Agreement shall operate as a waiver thereof, nor
     shall any single or partial exercise of the same preclude any further
     exercise thereof or the exercise of any other right, power or remedy.
     Without limiting the foregoing, no waiver by a party of any breach by the
     other party of any provisions hereof shall be deemed to be a waiver of any
     subsequent breach of that or any other provision hereof. If at any time any
     provision of this Agreement is or becomes illegal, invalid or unenforceable
     in any respect, the legality, validity and enforceability of the remaining
     provisions of this Agreement shall not be affected or impaired thereby.


18.  GOVERNING LAW AND JURISDICTION

18.1 This Agreement shall be governed by and construed in accordance with the
     laws of Hong Kong and the parties hereto submit to the non-exclusive
     jurisdiction of the Hong Kong courts for the purpose of determining or
     enforcing any claim arising hereunder.

18.2 The Vendor irrevocably appoints the board of directors of 31st Floor, Bank
     of America Tower, 12 Harcourt Road, Central, Hong Kong as its process agent
     to receive on behalf service of any writ, summons, order, judgment or other
     notice of legal process in Hong Kong. Such service shall be deemed
     completed on delivery to such process agent (whether or not it is forwarded
     to and received by the Vendor). If for any reason such process agent ceases
     to be able to act as process agent, or no longer has any address in Hong
     Kong, the Vendor irrevocably agrees to appoint or substitute process agent
     acceptable to the Purchaser and to deliver to the Purchaser a copy of the
     new process agent's acceptance of that appointment within five (5) days.

18.3 The Purchaser irrevocably appoints Investgold Limited (for the attention of
     the Director) of Room 203, Siu Fat Industrial Building, 139-141 Wai Yip
     Street, Kwun Tong, Kowloon, Hong Kong as its process agent to receive on
     behalf service of any writ, summons, order, judgment or other notice of
     legal process in Hong Kong. Such service shall be deemed completed on
     delivery to such process agent (whether or not it is forwarded to and
     received by the Purchaser). If for any reason such process agent ceases to
     be able to act as process agent, or no longer has any address in Hong Kong,
     the Purchaser irrevocably agrees to appoint or substitute process agent
     acceptable to the Vendor and to deliver to the Vendor a copy of the new
     process agent's acceptance of that appointment within five (5) days.

                                       13
<PAGE>
IN WITNESS whereof this Agreement has been duly executed by all parties hereto
the day and year first above written.



THE VENDOR

SIGNED by
DR. ALLAN YAP                       )
For and on behalf of                )
                                    ) /s/ Dr. Allan Yap
CHINA ENTERPRISES                   ) ------------------------------------------
 LIMITED                            )
in the presence of:                 )





THE PURCHASER

SIGNED by                           )
BRIGHTCHEER INVESTMENT              )
 LIMITED                            ) /s/ Brightcheer Investment Limited
for and on behalf of                ) ------------------------------------------
                                    )
MARTIN PACIFIC LIMITED              )
in the presence of:                 )

                                       14



<PAGE>
                                   SCHEDULE 1

                                     PART A

                           PARTICULARS OF THE COMPANY

Name of the Company           :  Manwide Holdings Limited

Company number                :  584221

Date of incorporation         :  3 March 2004

Place of incorporation        :  British Virgin Islands

Address of registered office  :  Offshore Incorporations Limited, P.O. Box 957,
                                 Offshore Incorporations Centre, Road Town,
                                 Tortola , British Virgin Islands

Authorized share capital      :  US$50,000 divided into 50,000 shares of US$1.00
                                 each

Issued share capital          :  US$1.00

Director(s)                   :  Cheung Hon Kit
                                 Wong Lai Shun, Benny

<TABLE>
<S>                              <C>                  <C>          <C>
Shareholder(s)                :  Name                 Number of    Percentage of
(ordinary Shares)                ----                 Share(s)     shareholding
                                                      ---------    -------------

                                 China Enterprises    1            100%
                                 Limited
</TABLE>

Subsidiaries                  :  The Rosedale Luxury Hotel & Suites Limited

                                       15
<PAGE>
                                   SCHEDULE 1

                                     PART B

                             PARTICULARS OF ROSEDALE

Name of the Company           :  The Rosedale Luxury Hotel & Suites Limited

Company number                   (CHINESE CHARACTERS)

Date of incorporation         :  30 August 2004

Place of incorporation        :  The PRC

Address of registered office  :  (CHINESE CHARACTERS)

Registered share capital      :  US$20,000,000.00

Authorized representative     :  (CHINESE CHARACTERS)

<TABLE>
<S>                              <C>                              <C>
Shareholder(s)                :  Name                             Percentage of
                                 ----                             shareholding
                                                                  --------------

                                 Manwide Holdings Limited         100%
</TABLE>

Subsidiary                    :  Nil

                                       16

<PAGE>
                                   SCHEDULE 2

                                   WARRANTIES


1.   INFORMATION

     The facts and information set out in the recitals, the Schedules and all
     documents and other information which has been provided in writing to the
     Purchaser or its representatives or advisers by the Vendor, the Company or
     Rosedale or by any director, officer or other representative of the Vendor,
     the Company or Rosedale or by their respective professional advisers or
     other agents was when given and is now true and accurate in all material
     respects. There is no fact or matter which has not been disclosed which
     renders any such information untrue, inaccurate or misleading or the
     disclosure of which might reasonably affect the willingness of a willing
     purchaser to purchase the Sale Share in accordance with the provisions of
     this Agreement.


2.   COMPLIANCE AND ABILITY TO SELL

2.1  Compliance

     (i)   Each of the Company and Rosedale is a duly organised limited
           liability, company validly existing under the laws of the place of
           its incorporation and is duly registered and qualified in each other
           jurisdiction in which it conducts its business, and has the corporate
           powers and authority to carry on the business presently carried on by
           it and to own and hold the assets used therewith.

     (ii)  Each of the Company and Rosedale has complied with the provisions of
           all applicable laws, regulations, orders, licenses, permits and
           similar items applicable to it, its memorandum and articles of
           association (and all orders notices and directions made thereunder)
           and all applicable codes or practices in all material respects.

     (iii) Each of the Company and Rosedale has all necessary licences, permits,
           consents and authorities for the proper and effective carrying on of
           its business and holding of its assets and all such licences,
           permits, consents and authorities are valid and subsisting.

     (iv)  All returns, particulars, resolutions and other documents required to
           be filed with or delivered to the registrar of companies or to any
           other authority whatsoever by each of the Company and Rosedale have
           been correctly and properly prepared and so filed or delivered.

     (v)   All the accounting records, statutory and other books and records
           (including the register of members), and other deeds documents
           records, data and information of each of the Company and Rosedale
           are, and have since its incorporation been, kept up to date,
           properly, accurately and consistently completed and are a complete
           and accurate record of all acts and transactions of the Company and
           Rosedale (as the case may be) and of all matters required by law or
           best business practice to be recorded or registered therein. None of
           the Company and Rosedale has received any application or request for
           rectification of any such register and all such registers are in the
           possession of the Company and Rosedale (as the case may be).

     (vi)  All title deeds and other documents required to show title to the
           assets of each of the Company and Rosedale (duly stamped where
           necessary) and all other documents and

                                       17
<PAGE>

           agreements to which any of the Company and Rosedale is a party and
           all other documents, records and correspondence of the business owned
           by, or which ought to be in the possession of, the Company and
           Rosedale are in the possession of the Company and Rosedale (as the
           case may be).

2.2  Power

     The Vendor has full power to enter into and perform this Agreement and this
     Agreement will constitute, binding obligations on the Vendor, enforceable
     in accordance with its terms.


3.   CAPITAL STRUCTURE

3.1  Company

     (i)   The Vendor is the sole legal and beneficial owner of the Sale Share
           and is entitled to sell and transfer the full legal and beneficial
           ownership of the same to the Purchaser (or its nominee) free from all
           Encumbrances. The Sale Share constitute the entire issued share
           capital of the Company as at the date of this Agreement and as at
           Completion and is fully paid up and has not been issued in violation
           of any pre-emptive right or similar right.

     (ii)  There is no Encumbrance or other form of agreement (including
           conversion rights and rights of pre-emption) or security on, over or
           affecting all or any of the Sale Share or any unissued shares,
           debentures or other securities of the Company and there is no
           agreement or commitment to give or create any of the foregoing, and
           no claim has been made by any person to be entitled to any of the
           foregoing, and no person has the right (whether exercisable now or in
           the future and whether contingent or not) to call for the issue of
           any share or loan capital of the Company under any of the foregoing.
           There are no options, warrants or other rights to acquire any capital
           stock of the Company.

     (iii) The Company does not have any Liabilities, otherwise than disclosed
           in the Management Accounts, and has not entered into any agreement,
           arrangement, commitment, guarantee, warranty or understanding
           (whether legally enforceable or not) which remains subsisting as at
           Completion and other than holding of the share capital of Rosedale as
           at the date of this Agreement and as at Completion, the Company does
           not hold, otherwise than disclosed in the Management Accounts, any
           material asset or property nor has any employee.

3.2  Rosedale

     (i)   The Company is the legal and beneficial owner of the entire
           registered share capital of Rosedale free from all Encumbrances as at
           the date of this Agreement and as at Completion and is fully paid up
           and has not been issued in violation of any pre-emptive right or
           similar right.

     (ii)  There is no Encumbrance or other form of agreement (including
           conversion rights and rights of pre-emption) or security on, over or
           affecting the issue shares or any unissued shares, debentures or
           other securities of Rosedale and there is no agreement or commitment
           to give or create any of the foregoing, and no claim has been made by
           any person to be entitled to any of the foregoing, and no person has
           the right (whether exercisable now or in the future and whether
           contingent or not) to call for the issue of

                                       18
<PAGE>

           any share or loan capital of Rosedale under any of the foregoing.
           There are no options, warrants or other rights to acquire any issued
           capital Rosedale.

     (iii) Otherwise than disclosed in the Management Accounts of Rosedale does
           not hold any material asset or property and has not entered into any
           agreement, arrangement, commitment, guarantee, warranty or
           understanding (whether legally enforceable or not) which remains
           subsisting as at Completion.


4.   MANAGEMENT ACCOUNTS

4.1  The Management Accounts :

     (i)   were prepared in all material respects in accordance with HK GAAP in
           respect of the Management Accounts of the Company and PRC GAAP in
           respect of the Management Accounts of Rosedale;

     (ii)  give a true and fair view of the assets, liabilities and commitments
           of the Company and Rosedale as at the Accounts Date and its profits
           or losses for the financial period ended on that date;

     (iii) are not affected by any extraordinary, exceptional or non-recurring
           item except specified therein;

     (iv)  properly reflect the financial position of the Company and Rosedale
           as at the Accounts Date;

     (v)   fully disclose all the assets and liabilities of the Company and
           Rosedale as at the Accounts Date.

4.2  Save as disclosed, the receivables of both trade and non-trade nature as
     reflected in the Management Accounts are fully recoverable within twelve
     (12) months from the date of Completion.

4.3  All accounts, books, ledgers and records of the Company and Rosedale have
     been properly maintained so that they accurately present and reflect in
     accordance with generally accepted accounting principles, standards and
     practice all transactions entered into by the Company and Rosedale or to
     which they have been parties thereto.

4.4  Matters since the Accounts Date

     (i)   Since the Accounts Date :-

           (a)  full and proper records and books of account of the transactions
                dealings and affairs of each of the Company and Rosedale have
                been substantially kept, and full and proper entries have been
                made in all material respects;

           (b)  the business of each of the Company and Rosedale has been
                carried on in the ordinary course of its business both as
                regards the nature, scope and manner of conducting the business
                and so as to maintain the business as a going concern and there
                has been no material change in the business of any of the
                Company and Rosedale, except as otherwise described herein or
                contemplated hereby;

                                       19
<PAGE>

           (c)  none of the Company and Rosedale has acquired or disposed of any
                material assets nor has it incurred any capital expenditure or
                material liabilities other than in the ordinary course of
                business;

           (d)  no resolutions in general meeting have been passed by any of the
                Company and Rosedale and nothing has been done in the conduct or
                management of the affairs of any of the Company and Rosedale
                which may reasonably be considered likely to prejudice the
                interests of the Purchaser as purchaser of the Sale Share;

           (e)  none of the Company and Rosedale has entered into any material
                contracts not in the ordinary course of business.

     (ii)  In relation to all financing arrangements to which any of the Company
           and Rosedale is a party and to the best knowledge and belief of the
           Vendor:-

           (a)  there has not been any contravention or non-compliance with any
                provision of any such document in any material respect;

           (b)  no steps for the enforcement of any encumbrances have been taken
                or threatened;

           (c)  no event has occurred which would entitle any third party (with
                or without the giving of notice) to call for the repayment by
                any of the Company and Rosedale of indebtedness prior to its
                normal maturity date.

     (iii) Other than incurred in the ordinary course of business, none of the
           Company and Rosedale has incurred any fees, expenses, charges,
           commitments, liabilities (whether actual or contingent), indebtedness
           or otherwise since the Accounts Date.

     (iv)  There has been no material adverse change to the financial position
           and trading position of each of the Company and Rosedale since the
           Accounts Date.


5.   TAXATION

5.1  All notices, returns and computations of the Company and Rosedale for the
     purposes of Taxation have been made punctually on a proper basis and are
     correct and none of them is, or is likely to be, the subject of any dispute
     with any fiscal authority.

5.2  All Taxation which the Company and/or Rosedale is liable to pay prior to
     Completion has been or will be so paid prior to Completion.

5.3  None of the Company and Rosedale has paid or become liable to pay any
     penalty, fine or interest charged by virtue of the provisions of any
     Taxation statute, law, rule or regulation.

5.4  (i)   All tax deductible and payable under any Taxation statute, law, rule
           or regulation has, so far as is required to be deducted, been
           deducted from all payments made or treated as made by the Company
           and/or Rosedale and all amounts due to be paid to all relevant
           Taxation authorities prior to the date of this Agreement have been so
           paid.

     (ii)  All payments by the Company and Rosedale to any person which ought to
           have been

                                       20
<PAGE>

           made under deduction of tax have been so made and each of the Company
           and Rosedale (if required by law to do so) has accounted to the
           relevant fiscal authority for the tax so deducted.

     (iii) Proper records have been maintained in respect of all such deductions
           and payments and all applicable regulations have been complied with.

5.5  None of the Company and Rosedale has since their respective dates of
     incorporation been the subject of a discovery, audit or investigation by
     any Taxation authority and there are no facts which are likely to cause a
     discovery, audit or investigation to be made.

5.6  Full provision or reserve has been made in the Accounts for all Taxation
     assessed or liable to be assessed on each of the Company and Rosedale or
     for which it is accountable in respect of income, profits or gains earned,
     accrued or received on or before the Accounts Date, and proper provision
     has been made in the Accounts for deferred taxation in accordance with
     internationally accepted accounting standards.

5.7  Each of the Company and Rosedale has sufficient records to permit accurate
     calculation of the tax liability or relief which would arise upon a
     disposal or realisation on completion of each asset owned by the Company
     and Rosedale at the Accounts Date or acquired by the Company or Rosedale
     before Completion.

5.8  Each of the Company and Rosedale has duly submitted all claims and
     disclaimers the making of which has been assumed for the purposes of the
     Accounts.


6.   PROCEEDINGS

6.1  None of the Company and Rosedale is engaged in any litigation or
     arbitration proceedings and there are no lawsuits or arbitration
     proceedings pending or threatened by or against the Company and/or Rosedale
     or any person for whose acts or defaults the Company and/or Rosedale may be
     vicariously liable.

6.2  No injunction has been granted against the Company and/or Rosedale.

6.3  None of the Company and Rosedale is subject to any order or judgment given
     by any court or governmental agency which is still in force.

6.4  None of the Company and Rosedale has given any undertaking to any court or
     to any third party arising out of any legal proceedings.

6.5  There is no matter or fact in existence which might give rise to any legal
     proceedings or arbitration involving the Company and/or Rosedale including
     any which might form the basis of any criminal prosecution against the
     Company and/or Rosedale.

6.6  No governmental or other investigation or inquiry is in progress or
     threatened in respect of the Company or Rosedale or its business and there
     are no circumstances likely to lead to any of the same.

6.7  None of the Company and Rosedale is insolvent nor unable to pay its debts
     as they fall due. No order has been made or petition presented or
     resolution passed for the winding up of the Company or Rosedale and no
     distress, execution or other process has been levied on any of their
     respective assets.

                                       21
<PAGE>

6.8  No administrative or other receiver has been appointed by any person of the
     business or assets of the Company or Rosedale or any part thereof, nor has
     any order been made or petition presented for the appointment of an
     administrator in respect of the Company or Rosedale.

                                       22