EXHIBIT 10.6

This AGREEMENt is entered on June 1, 2004 between:
                             ------------

Party A:  SHENZHEN DIGITAINMENT COMPANY LIMITED ("SDCL") 24/F, Huaqiang Bldg
          A, 3006 Shennan Road, Shenzhen 518031, China

Party B:  FANTATECH DEVELOPMENT INC. ("FDI")
          23/F,  Huaqiang  Bldg  A,  3006  Shennan  Road, Shenzhen 518031, China

Whereas  FDI  is  the  40%  owned  associated  company of SDCL and is engaged in
selling,  marketing  and  promotional  activities  of  hi-tech  entertaining and
simulation  equipment  as  well  as  3D/4D  theatre  in  China;

Whereas  SDCL  is  engaged  in the design, fabricating, manufacturing of hi-tech
entertaining  and  simulation  equipment  as  well  as  3D/4D  theatre, and also
participates  in  the  establishment  and  cooperation  of  Fantawild  Funplex
businesses  in  China  for  generating  recurrent  revenue;

Whereas due to its stronger shareholder background and relatively greater amount
of  registered capital, FDI is well received by different potential customers in
China  in  the  aforesaid  businesses.

In order to take advantage of the positive response from the potential customers
in China on SDCL's products, while at the same time to provide better confidence
and  perceived  credibility  to  them,  SDCL and FDI had agreed on the following
terms  and  conditions:

Marketing and Sales of Products:
--------------------------------

1.)  FDI  should  act  as  the  sales  agent of SDCL for the distribution of its
     hi-tech products in China.

2.)  FDI  will  be  primarily  responsible  for  the  marketing  and  sales  of
     SDCL's  hi-tech  entertaining  and  simulation  equipment  as well as 3D/4D
     theatre  in  China. All the sales contracts should be signed in the name of
     FDI  with  the  customers. In return, FDI should purchase from SDCL all the
     items as mentioned in the signed sales contracts.

3.)  FDI  should  involve  personnel  from  SDCL during contract negotiations in
     order  to  provide sufficient technical support to FDI. Price negotiations,
     design  of layout, and details of the contracts should be handled by SDCL's
     representatives.

4.)  FDI  should  be  entitled  to  a  commission ranging from 10% to 20% of the
     contract  price  (direct sales of equipment), depending on the gross margin
     of  the  specific  contract  and  the size of the related project under the
     contract.  In  addition, a 5% advertising and promotional incentive will be
     provided  to  FDI  for  each  contract  solicited  by  FDI.  The  aforesaid
     commission  and  incentive  will be transferred to FDI through its purchase
     from SDCL the related equipment and products.

5.)  FDI  should  be  responsible  for  its  own operating costs including staff
     salaries, marketing and promotional expenses, general office administrative
     expenses as well as the associated sales taxes and income tax.


<PAGE>
Cooperated businesses - FunPlex
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6.)  In  general,  SDCL  will  encourage  and  persuade  the  customer  to enter
     into  a  cooperation  agreement  to operate and run a larger size Fantawild
     FunPlex when the proposed operating venue is suitable for the business. FDI
     should  include  such  cooperation  terms  into its sales contract whenever
     requested  by  SDCL,  while  FDI  only act as the agent in such part of the
     contract  on behalf of SDCL. FDI should have no direct or indirect economic
     or legal interest in such cooperated Fantawild FunPlex businesses.

7.)  SDCL  should  be  the  sole  owner of those cooperation businesses and will
     be  responsible  to  contribute the equipment and fixed assets required for
     such  cooperation.  All  the  revenues  generating  from  such  cooperated
     businesses  should  be  received  by  SDCL, and all the related expenses as
     stipulated in such cooperation contracts should be borne by SDCL.

8.)  SDCL  will  be  responsible  for  all  the  sales  and  related  taxes
     associated  with  the  revenue  and  income  generated from such cooperated
     FunPlex.

Others
------

9.)  In  order  to  give  FDI  the  necessary  motivation and platform to better
     market  and  promote SDCL's products, SDCL agreed that for the year of 2004
     an  aggregated  commission  of  20%  plus  an  advertising  and promotional
     incentive of 15% on the total amount of contract (direct sale of equipment)
     canvassed during the period starting from the date of this agreement and up
     to December 31, 2004 will be granted to FDI.

10.) Commencing  January  1,  2005  and  thereafter,  the  commission  and
     incentive to FDI should follow the range as stipulated in Clause 4 above.

11.) The  Agreement  can  be  terminated  at any time with 60 days notice to the
     other party.

12.) Any  dispute  related  to  this  Agreement  should  be  resolved  by
     negotiation,  failing  which  the  dispute  should  be  referred  to  any
     arbitration court with recognized capability.

Should  there  be  any  changes  to  the  terms  of this Agreement, it should be
negotiated  and  signed  by  both  parties.


SHENZHEN DIGITAINMENT COMPANY                    FANTATECH DEVELOPMENT
LIMITED                                          INC.



/s/ signed and executed                          /s/ signed and executed
-----------------------------                    -------------------------------
Authorized Signature                             Authorized Signature